[10-Q] GoHealth, Inc. Quarterly Earnings Report
Filing Impact
Filing Sentiment
Form Type
10-Q
Rhea-AI Filing Summary
GoHealth, Inc. reported a sharp downturn for the quarter ended September 30, 2025. Net revenues were $34,186 thousand, and the company recorded a net loss of $313,918 thousand, driven by $206,163 thousand in impairment charges on indefinite and long‑lived assets. Operating expenses climbed to $322,103 thousand, resulting in a loss from operations of $287,917 thousand.
Liquidity and leverage were central themes. GoHealth amended its credit facilities and entered a Superpriority Senior Secured Credit Agreement totaling $115.0 million (including $80.0 million new‑money and $35.0 million roll‑up term loans) and issued 4,766,219 Class A shares to lenders tied to Amendment No. 14. Long‑term debt (net) rose to $581,844 thousand, and the company ended the quarter with cash of $32,076 thousand. Nine‑month operating cash flow was an outflow of $82,873 thousand.
Management disclosed a significant likelihood of failing to maintain covenant compliance within 12 months absent mitigating actions, and initiated cost measures including a Q4 2025 workforce reduction of approximately 487 employees. As of November 6, 2025, shares outstanding were 16,093,116 Class A and 12,620,884 Class B.
Positive
- None.
Negative
- Net loss $313.9M in Q3 2025 on $34.2M revenue, signaling severe operating pressure.
- $206.2M impairment in the quarter; definite‑lived intangibles written down to zero.
- Covenant compliance risk disclosed within 12 months absent successful mitigation.
- Long‑term debt (net) $581.8M with added superpriority facility costs and MOIC accrual.
- Operating cash outflow $82.9M for nine months, reducing liquidity to $32.1M cash.
Insights
Heavy impairments, rising net debt, and covenant risk dominate.
GoHealth posted a quarterly net loss of
The filing states a significant likelihood of covenant non‑compliance within 12 months unless mitigating plans are executed. Minimum weekly liquidity covenants escalate beginning
Key watchpoints include adherence to weekly liquidity thresholds, the cost of PIK interest and MOIC on new money term loans, and execution of cost reductions, including a Q4 2025 workforce reduction of ~487 employees.
Core profitability deteriorated; intangibles largely written down.
Operating expenses vastly exceeded revenue, producing a loss from operations of
Share count rose via lender share issuance (4,766,219 Class A), while Class A/B outstanding were 16,093,116 and 12,620,884 as of
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 10-Q
(Mark One)
| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the quarterly period ended September 30, 2025
OR
| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 | |||||
For the transition period from to
Commission File Number: 001-39390
(Exact name of registrant as specified in its charter)
_________________________
| (State or other jurisdiction of incorporation or organization) | (I.R.S. Employer Identification No.) | ||||
| (Address of principal executive offices) | (Zip Code) | |||||||
(312 ) 386-8200
(Registrant’s telephone number, including area code)
N/A
(Former name, former address and former fiscal year, if changed since last report)
_________________________
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class | Trading Symbol(s) | Name of each exchange on which registered | ||||||||||||
$0.0001 par value per share | ||||||||||||||
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐
Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | ||||||||||||||
| ☒ | Smaller reporting company | ||||||||||||||||
| 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. ☐
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒
As of November 6, 2025, the registrant had 16,093,116 shares of Class A common stock, $0.0001 par value per share, outstanding and 12,620,884 shares of Class B common stock, $0.0001 par value per share, outstanding.
TABLE OF CONTENTS
| PAGE | ||||||||||||||
| PART I - FINANCIAL INFORMATION | ||||||||||||||
| ITEM 1. | FINANCIAL STATEMENTS. | 4 | ||||||||||||
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 4 | |||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS | 4 | |||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) | 5 | |||||||||||||
CONDENSED CONSOLIDATED BALANCE SHEETS | 6 | |||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT) | 7 | |||||||||||||
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | 9 | |||||||||||||
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS | 10 | |||||||||||||
| ITEM 2. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS. | 26 | ||||||||||||
| ITEM 3. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | 37 | ||||||||||||
| ITEM 4. | CONTROLS AND PROCEDURES. | 37 | ||||||||||||
| PART II - OTHER INFORMATION | ||||||||||||||
| ITEM 1. | LEGAL PROCEEDINGS. | 39 | ||||||||||||
| ITEM 1A. | RISK FACTORS. | 39 | ||||||||||||
| ITEM 2. | UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | 41 | ||||||||||||
| ITEM 3. | DEFAULTS UPON SENIOR SECURITIES. | 42 | ||||||||||||
| ITEM 4. | MINE SAFETY DISCLOSURES. | 42 | ||||||||||||
| ITEM 5. | OTHER INFORMATION. | 42 | ||||||||||||
| ITEM 6. | EXHIBITS. | 43 | ||||||||||||
SIGNATURES | 44 | |||||||||||||
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act of 1934, as amended (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 Quarterly Report on Form 10-Q may be forward-looking statements. Statements regarding our liquidity, future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding the expected results of the strategic capital and governance actions entered into on August 6, 2025, our pursuit of strategic alternatives and other shifts in our strategy, health plans’ respective decisions related to plan offerings and associated compensation for broker services, our expected growth, future capital expenditures, debt service obligations, future ability to continue as a going concern, adoption and use of artificial intelligence technologies, the impact on our business from regulatory changes, the impact on our business from the acquisition of e-TeleQuote Insurance, Inc. (“e-TeleQuote”) and our ability to successfully integrate e-TeleQuote’s operations, technologies and employees into our business, are forward-looking statements.
In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “aims,” “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. The forward-looking statements in this Quarterly Report on Form 10-Q 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 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 speak only as of the date of this Quarterly Report on Form 10-Q and are subject to a number of 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 “Summary Risk Factors,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 (“2024 Annual Report on Form 10-K”), our Quarterly Report on Form 10-Q for the first quarter ended March 31, 2025, our Quarterly Report on Form 10-Q for the second quarter ended June 30, 2025, this Quarterly Report on Form 10-Q for the third quarter ended September 30, 2025 and in our other filings with the Securities and Exchange Commission.
You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q 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.
CERTAIN DEFINITIONS AND KEY TERMS
As used in this Quarterly Report on Form 10-Q, unless the context otherwise requires:
•“We,” “us,” “our,” the “Company,” “GoHealth” and similar references refer to GoHealth, Inc., and unless otherwise stated, all of its direct and indirect subsidiaries, including GoHealth Holdings, LLC (“GHH, LLC”).
•“Blocker Company” refers to an entity affiliated with Centerbridge that was an indirect owner of LLC Interests in GHH, LLC prior to the Transactions and is taxable as a corporation for U.S. federal income tax purposes.
•“Blocker Shareholders” refer to entities affiliated with Centerbridge, the owners of the Blocker Company prior to the Transactions, who exchanged their interests in the Blocker Company for shares of our Class A common stock and cash in connection with the consummation of the Transactions.
•“Centerbridge” refers to certain investment funds and other entities affiliated with CCP III Cayman GP Ltd., a Cayman Islands exempted company over which CCP III Cayman GP Ltd. has voting control (including any such fund or entity formed to hold shares of Class A common stock for the Blocker Shareholders).
•“Continuing Equity Owners” refer collectively to direct or indirect holders of LLC Interests and our Class B common stock immediately following consummation of the Transactions, including Centerbridge, NVX Holdings, our Founders, the Former Profits Unit Holders and certain executive officers, employees and other minority investors and their respective permitted transferees who may, following the consummation of our IPO, exchange at each of their respective options (subject in certain circumstances to time-based vesting requirements and certain other restrictions), in whole or in part from time to time, their LLC Interests (along with an equal number of shares of Class B common stock (and such shares shall be immediately cancelled)) for, at our election (determined solely by our independent directors (within the meaning of the listing rules of The Nasdaq Global Market (the “Nasdaq Rules”) who are disinterested)), cash or newly-issued shares of our Class A common stock.
| GoHealth, Inc. | 2025 Form 10-Q | 1 | ||||||
•“Founders” refer to Brandon Cruz, our Co-Founder and Co-Chairman of the Board of Directors and Clinton Jones, our Co-Founder and Co-Chairman of the Board of Directors.
•“Former Profits Unit Holders” refer collectively to certain of our directors and certain current and former officers and employees, in each case, who directly or indirectly held existing vested and unvested profits units, which were comprised of profits units that have time-based vesting conditions and profits units that have performance-based vesting conditions, of GHH, LLC pursuant to GHH, LLC’s existing profits unit plan and who received LLC Interests in exchange for their profits units in connection with the Transactions. LLC Interests received in exchange for unvested profits units remain subject to their existing time-based vesting requirements. Profits units with performance-based vesting conditions fully vested as such conditions were met in connection with our IPO.
•“GHH, LLC Agreement” refers to GHH, LLC’s amended and restated limited liability company agreement, as further amended, which became effective substantially concurrently with or prior to the consummation of our IPO.
•“LLC Interests” refer to the common units of GHH, LLC, including those that we purchased with a portion of the net proceeds from our IPO.
•“LTV” refers to the Lifetime Value of Commissions, which we define as aggregate commissions estimated to be collected over the estimated life of all commissionable Submissions for the relevant period based on multiple factors, including but not limited to, contracted commission rates, health plan partner mix and expected policy persistency with applied constraints.
•“Norvax” refers to Norvax, LLC, a Delaware limited liability company and a subsidiary of GHH, LLC.
•“NVX Holdings” refers to NVX Holdings, Inc., a Delaware corporation that is controlled by the Founders.
•“Subscribers” refers to the lenders (or their affiliates) holding Class A Revolving Loans and Existing Term Loans that received an aggregate of 4,766,219 shares of Class A common stock, allocated pro rata, in connection with Amendment No. 14 to the Company’s Existing Credit Agreement.
•“Transactions” refer to our IPO and certain organizational transactions that were effected in connection with our IPO, and the application of the net proceeds therefrom.
GoHealth, Inc. is a holding company and the sole managing member of GHH, LLC, and its principal asset consists of LLC Interests.
NON-GAAP FINANCIAL MEASURES
Throughout this Quarterly Report on Form 10-Q, we use a number of non-GAAP financial measures. Non-GAAP financial measures are supplemental measures of our performance that are derived from our consolidated financial information, but which are not presented in our Condensed Consolidated Financial Statements prepared in accordance with U.S. generally accepted accounting principles (“GAAP”). We define these non-GAAP financial measures as follows:
•“Adjusted EBITDA” represents, as applicable for the period, EBITDA as further adjusted for certain items discussed in Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
•“Adjusted EBITDA Margin” refers to Adjusted EBITDA divided by net revenues.
•“EBITDA” represents net income (loss) before interest expense, income tax expense (benefit) and depreciation and amortization expense.
We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. Adjusted EBITDA is the primary non-GAAP financial performance measure used by management to evaluate the business and monitor the results of operations, as well as a basis for certain compensation programs sponsored by the Company. There are limitations to the use of the non-GAAP financial measures presented in this Quarterly Report on Form 10-Q. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
| GoHealth, Inc. | 2025 Form 10-Q | 2 | ||||||
The non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for the most directly comparable financial measures prepared in accordance with GAAP and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of each of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to its most directly comparable GAAP financial measure are presented in the tables within Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations” of this Quarterly Report on Form 10-Q. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items and may include other expenses, costs and non-routine items.
KEY BUSINESS PERFORMANCE AND OPERATING METRICS
Throughout this Quarterly Report on Form 10-Q, we use a number of business and operating metrics to evaluate our business performance and facilitate our operations. The most relevant business and operating metrics are as follows:
•“Direct Operating Cost of Submission” is an operating metric that represents costs directly attributable to Submissions generated during a reporting period and excludes costs that are indirect or fixed. Direct Operating Cost of Submission is comprised of the portion of the respective operating expenses for revenue share, marketing and advertising and consumer care and enrollment that are directly related to the Submissions generated in the reporting period.
•“Direct Operating Cost per Submission” is an operating metric that represents the average performance of Submissions generated during a reporting period. Direct Operating Cost per Submission refers to (x) Direct Operating Cost of Submission for a reporting period divided by (y) the number of Submissions generated for such period.
•“Sales/Direct Operating Cost of Submission” represents (x) the numerator of Sales per Submission, as defined below, divided by (y) Direct Operating Cost of Submission.
•“Sales per Submission” is an operating metric that represents the average performance of Submissions generated during a reporting period. Sales per Submission measures revenues only from the Submissions generated in the period and excludes items that are unrelated to such Submissions, including any impact of revenue adjustments recorded in the period, but relating to performance obligations satisfied in prior periods. Sales per Submission equals (x) the sum of (i) Medicare agency revenues, comprised of the expected amount of initial commission revenue and any renewal commissions to be paid from the health plan partners on such placement as long as the policyholder remains with the same insurance product, as well as partner marketing and other revenue, (ii) Medicare non-agency revenues, comprised of the enrollment and engagement services for which cash is collected in advance or in close proximity to the point in time revenue is recognized, and (iii) revenues from GoHealth Protect, divided by (y) the number of Submissions generated for such period.
•“Submission” refers to either (i) a completed Medicare application with our licensed agent that is submitted to the health plan partner and subsequently approved by the health plan partner during the indicated period, (ii) a transfer by our agent to the health plan partner through the Encompass operating model during the indicated period or (iii) a completed GoHealth Protect application with our licensed agent that is submitted, approved by the health plan partner, and for which the payment information was received by the health plan partner during the indicated period.
Sales per Submission and Direct Operating Cost per Submission are key operating metrics used by management to understand the Company’s underlying financial performance and trends. For further discussion, see Item 2. “Management’s Discussion and Analysis of Financial Condition and Results of Operations.”
| GoHealth, Inc. | 2025 Form 10-Q | 3 | ||||||
| PART I - Financial Information | ||
| ITEM 1. FINANCIAL STATEMENTS. | ||
CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
GOHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per share amounts, unaudited)
| Three months ended Sep. 30, | Nine months ended Sep. 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net revenues | ||||||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Revenue share | ||||||||||||||||||||||||||
| Marketing and advertising | ||||||||||||||||||||||||||
| Consumer care and enrollment | ||||||||||||||||||||||||||
| Technology | ||||||||||||||||||||||||||
| General and administrative | ||||||||||||||||||||||||||
| Amortization of intangible assets | ||||||||||||||||||||||||||
| Indefinite and long-lived asset impairment charges | ||||||||||||||||||||||||||
| Total operating expenses | ||||||||||||||||||||||||||
| Income (loss) from operations | ( | ( | ( | ( | ||||||||||||||||||||||
| Interest expense | ||||||||||||||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||||||||||||||
| Gain on bargain purchase | ( | ( | ||||||||||||||||||||||||
| Other (income) expense, net | ( | |||||||||||||||||||||||||
| Income (loss) before income taxes | ( | ( | ( | |||||||||||||||||||||||
| Income tax (benefit) expense | ( | ( | ( | |||||||||||||||||||||||
| Net income (loss) | ( | ( | ( | |||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interests | ( | ( | ( | |||||||||||||||||||||||
| Net income (loss) attributable to GoHealth, Inc. | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
Net income (loss) per share (Note 7): | ||||||||||||||||||||||||||
| Net income (loss) per share of Class A common stock — basic | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Net income (loss) per share of Class A common stock — diluted | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding — basic | ||||||||||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding — diluted | ||||||||||||||||||||||||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
| GoHealth, Inc. | 2025 Form 10-Q | 4 | ||||||
GOHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(in thousands, unaudited)
| Three months ended Sep. 30, | Nine months ended Sep. 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| Net income (loss) | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
| Other comprehensive income (loss): | ||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | |||||||||||||||||||||||||
| Comprehensive income (loss) | ( | ( | ( | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to non-controlling interests | ( | ( | ( | |||||||||||||||||||||||
| Comprehensive income (loss) attributable to GoHealth, Inc. | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
| GoHealth, Inc. | 2025 Form 10-Q | 5 | ||||||
GOHEALTH, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands, except per share amounts, unaudited)
| Sep. 30, 2025 | Dec. 31, 2024 | |||||||||||||
| Assets | ||||||||||||||
| Current assets: | ||||||||||||||
| Cash and cash equivalents | $ | $ | ||||||||||||
Accounts receivable, net | ||||||||||||||
| Commissions receivable - current | ||||||||||||||
| Prepaid expense and other current assets | ||||||||||||||
| Total current assets | ||||||||||||||
| Commissions receivable - non-current | ||||||||||||||
| Operating lease ROU asset | ||||||||||||||
| Property, equipment, and capitalized software, net | ||||||||||||||
| Intangible assets, net | ||||||||||||||
| Other long-term assets | ||||||||||||||
| Total assets | $ | $ | ||||||||||||
| Liabilities, Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit) | ||||||||||||||
| Current liabilities: | ||||||||||||||
| Accounts payable | ||||||||||||||
| Accrued liabilities | ||||||||||||||
| Commissions payable - current | ||||||||||||||
| Short-term operating lease liability | ||||||||||||||
| Deferred revenue | ||||||||||||||
| Current portion of long-term debt | ||||||||||||||
| Other current liabilities | ||||||||||||||
| Total current liabilities | ||||||||||||||
| Non-current liabilities: | ||||||||||||||
| Commissions payable - non-current | ||||||||||||||
| Long-term operating lease liability | ||||||||||||||
| Deferred tax liability | ||||||||||||||
| Long-term debt, net of current portion | ||||||||||||||
| Other non-current liabilities | ||||||||||||||
| Total non-current liabilities | ||||||||||||||
Commitments and Contingencies (Note 11) | ||||||||||||||
Series A redeemable convertible preferred stock — $ | ||||||||||||||
Stockholders’ equity (deficit): | ||||||||||||||
Class A common stock – $ | ||||||||||||||
Class B common stock – $ | ||||||||||||||
Preferred stock – $ | ||||||||||||||
Series A-1 convertible preferred stock— $ | ||||||||||||||
Treasury stock – at cost; | ( | ( | ||||||||||||
| Additional paid-in capital | ||||||||||||||
| Accumulated other comprehensive income (loss) | ( | ( | ||||||||||||
| Accumulated deficit | ( | ( | ||||||||||||
| Total stockholders’ equity (deficit) attributable to GoHealth, Inc. | ||||||||||||||
| Non-controlling interests | ( | |||||||||||||
| Total stockholders’ equity (deficit) | ( | |||||||||||||
| Total liabilities, redeemable convertible preferred stock and stockholders’ equity (deficit) | $ | $ | ||||||||||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
| GoHealth, Inc. | 2025 Form 10-Q | 6 | ||||||
GOHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands, unaudited)
| Three months ended Sep. 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest | Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Jul. 1, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common shares related to share-based compensation plans | — | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common shares in connection with credit agreement amendment | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A common shares repurchased for employee tax withholdings | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends accumulated on Series A redeemable convertible preferred stock | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of LLC Interests | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Sep. 30, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Three months ended Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest | Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Jul. 1, 2024 | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common shares related to share-based compensation plans | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A common shares repurchased for employee tax withholdings | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends accumulated on Series A redeemable convertible preferred stock | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeitures of Time-Vesting Units | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of LLC Interests | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Sep. 30, 2024 | $ | $ | ( | $ | ( | $ | ( | $ | ( | $ | $ | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
| GoHealth, Inc. | 2025 Form 10-Q | 7 | ||||||
GOHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY (DEFICIT)
(in thousands, unaudited)
| Nine months ended Sep. 30, 2025 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest | Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Jan. 1, 2025 | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common shares related to share-based compensation plans | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common shares in connection with credit agreement amendment | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A common shares repurchased for employee tax withholdings | ( | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends accumulated on Series A redeemable convertible preferred stock | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of LLC Interests | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Sep. 30, 2025 | $ | $ | 1 | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | ( | $ | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||
| Nine months ended Sep. 30, 2024 | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A Common Stock | Class B Common Stock | Treasury Stock | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Shares | Amount | Shares | Amount | Shares | Amount | Additional Paid-In Capital | Accumulated Deficit | Accumulated Other Comprehensive Income (Loss) | Non-Controlling Interest | Stockholders’ Equity (Deficit) | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Jan. 1, 2024 | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Net income (loss) | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Issuance of Class A common shares related to share-based compensation plans | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Share-based compensation expense | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Foreign currency translation adjustments | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Class A common shares repurchased for employee tax withholdings | ( | ( | ( | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Dividends accumulated on Series A redeemable convertible preferred stock | ( | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Forfeitures of Time-Vesting Units | ( | — | — | |||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Redemption of LLC Interests | — | ( | — | ( | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||||
| Balance at Sep. 30, 2024 | $ | $ | ( | $ | ( | $ | $ | ( | $ | ( | $ | $ | ||||||||||||||||||||||||||||||||||||||||||||||||||||||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
| GoHealth, Inc. | 2025 Form 10-Q | 8 | ||||||
GOHEALTH, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands, unaudited)
| Nine months ended Sep. 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
| Operating Activities | ||||||||||||||
| Net income (loss) | $ | ( | $ | ( | ||||||||||
| Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | ||||||||||||||
| Share-based compensation | ||||||||||||||
| Depreciation and amortization | ||||||||||||||
| Amortization of intangible assets | ||||||||||||||
| Amortization of debt discount and issuance costs | ||||||||||||||
| Deferred tax liability | ||||||||||||||
| Non-cash lease expense | ||||||||||||||
| Other non-cash items | ( | ( | ||||||||||||
| Accrued interest payable in kind | ||||||||||||||
| Loss on extinguishment of debt | ||||||||||||||
| Indefinite and long-lived asset impairment charges | ||||||||||||||
| Gain on bargain purchase | ( | |||||||||||||
| Changes in assets and liabilities: | ||||||||||||||
| Accounts receivable | ( | |||||||||||||
| Commissions receivable | ||||||||||||||
| Prepaid expenses and other assets | ||||||||||||||
| Accounts payable | ( | ( | ||||||||||||
| Accrued liabilities | ( | ( | ||||||||||||
| Deferred revenue | ( | ( | ||||||||||||
| Commissions payable | ( | ( | ||||||||||||
| Operating lease liabilities | ( | ( | ||||||||||||
| Other liabilities | ( | ( | ||||||||||||
| Net cash provided by (used in) operating activities | ( | ( | ||||||||||||
| Investing Activities | ||||||||||||||
| Acquisition of business, net | ||||||||||||||
| Purchases of property, equipment and software | ( | ( | ||||||||||||
| Net cash provided by (used in) investing activities | ( | |||||||||||||
| Financing Activities | ||||||||||||||
| Repayment of borrowings | ( | ( | ||||||||||||
| Proceeds from borrowings | ||||||||||||||
| Debt issuance cost payments | ( | ( | ||||||||||||
| Repurchase of shares to satisfy employee tax withholding obligations | ( | ( | ||||||||||||
| Proceeds from stock option exercises | ||||||||||||||
| Net cash provided by (used in) financing activities | ( | |||||||||||||
| Effect of exchange rate changes on cash and cash equivalents | ( | |||||||||||||
| Increase (decrease) in cash and cash equivalents | ( | ( | ||||||||||||
| Cash and cash equivalents at beginning of period | ||||||||||||||
| Cash and cash equivalents at end of period | $ | $ | ||||||||||||
| Supplemental Disclosure of Cash Flow Information | ||||||||||||||
| Non-cash investing and financing activities: | ||||||||||||||
| Purchases of property, equipment and software included in accounts payable | $ | $ | ||||||||||||
The accompanying Notes are an integral part of these Condensed Consolidated Financial Statements.
| GoHealth, Inc. | 2025 Form 10-Q | 9 | ||||||
GOHEALTH, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
(In thousands, except per share amounts, unaudited)
1. DESCRIPTION OF BUSINESS AND SIGNIFICANT ACCOUNTING POLICIES
Description of Business
GoHealth (the “Company”) is a leading 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. With a widely scalable end-to-end platform and substantial presence in the Medicare landscape, GoHealth believes it is uniquely positioned as a trusted partner to the 67 million Medicare-eligible Americans, as well as the 11,000 Americans becoming eligible each day, as they navigate one of life's most important purchasing decisions. 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 aims to simplify the process by offering education, comparison guidance, transparency and choice. This includes providing a large selection of leading health plan choices, advice informed by consumers’ specific needs, transparency of health plan benefits and fit, assistance accessing available government subsidies and a high-touch consumer care team. GoHealth partners with health plans that provide access to high-quality health plans across all 50 states and the District of Columbia.
GoHealth primarily offers Medicare plans, including, but not limited to, Medicare Advantage, Medicare Supplement and prescription drug plans. Its 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. GoHealth’s unbiased, technology-driven marketplace coupled with highly-skilled licensed agents has facilitated the enrollment of millions of consumers in Medicare plans since its inception. Health plan partners benefit from the GoHealth platform by gaining access to the large and rapidly growing Medicare-eligible population. GoHealth believes health plan partners utilize its large-scale data, technology and efficient marketing processes to maximize scale and reduce their cost of submission, compared to health plan partner-employed agent workforces.
GoHealth believes its streamlined, consumer-centric Encompass operating model drives both high-quality enrollments and a strong consumer experience. The Company strives to be a trusted, high-quality enrollment partner for both consumers and health plan partners.
Refer to the Liquidity and Going Concern section in this Note 1 for an update about our business.
Basis of Presentation and Significant Accounting Policies
The Company was incorporated in Delaware on March 27, 2020 for the purpose of facilitating an initial public offering (the “IPO”) and other related transactions in order to carry on the business of GHH, LLC, a Delaware limited liability company, and its controlled subsidiaries (collectively, “GHH, LLC”). Following the IPO and pursuant to a reorganization into a holding company structure, the Company is a holding company and its principal asset is a controlling equity interest in GHH, LLC. As the sole managing member of GHH, LLC, the Company operates and controls all of the business and affairs of GHH, LLC, and through GHH, LLC and its subsidiaries, conducts its business. As a result, the Company consolidates GHH, LLC’s financial results in its Condensed Consolidated Financial Statements and reports non-controlling interests for the economic interest in GHH, LLC held by the Continuing Equity Owners.
The accompanying Condensed Consolidated Financial Statements have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information, but do not include all information and footnote disclosures required under GAAP for annual financial statements. The accompanying Condensed Consolidated Financial Statements and related notes should be read in conjunction with the audited Consolidated Financial Statements and related notes included in the Company’s 2024 Annual Report on Form 10-K, which was filed with the Securities and Exchange Commission on February 27, 2025. In the opinion of management, the interim Condensed Consolidated Financial Statements include all adjustments, consisting only of normal recurring adjustments, necessary for the fair presentation of the Company’s financial position, results of operations and cash flows as of the dates and for the periods presented. All intercompany transactions and balances are eliminated in consolidation.
There have been no material changes to the Company’s significant accounting policies from those disclosed in the notes to the Company’s audited Consolidated Financial Statements as of and for the year ended December 31, 2024, which were included in the Company’s 2024 Annual Report on Form 10-K.
| GoHealth, Inc. | 2025 Form 10-Q | 10 | ||||||
Liquidity and Going Concern
These Condensed Consolidated Financial Statements have been prepared in accordance with GAAP applicable to a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business within twelve months after the date that these Condensed Consolidated Financial Statements are issued.
Under the Company’s Superpriority Credit Agreement and Amendment No. 14 to its existing term loan (as defined and described further in Note 4, “Long-Term Debt”), the Company is required to meet minimum liquidity covenants and make scheduled principal and interest payments. As of September 30, 2025, the Company was in compliance with all of its financial covenants; however, management’s current financial projections indicate that, based on the Company’s current business plan, there is a significant likelihood that the Company will be unable to maintain compliance with its covenants within the twelve months after these Condensed Consolidated Financial Statements are issued, unless the mitigating plans described below are implemented successfully.
To mitigate these uncertainties, management has implemented and is actively pursuing various strategic alternatives, including, among others, refinancings, securitizations, mergers, acquisitions or restructurings. Starting in the third quarter of 2025, management implemented cash management initiatives to further reduce operating expenses and improve cash flows including a reduction in force during the fourth quarter of 2025, impacting approximately 487 employees. In addition, management has plans to implement further cost savings to maintain compliance with its debt covenants. While management believes it is probable these plans will be executed successfully, they cannot guarantee such plans will be implemented successfully.
Use of Estimates
Seasonality
The Medicare annual enrollment period (“AEP”) occurs from October 15th to December 7th. As a result, and in general, the Company experiences an increase in the number of Submissions during the fourth quarter and an increase in expense related to the Submissions during the third and fourth quarters. Additionally, as a result of the annual Medicare Advantage open enrollment period that occurs from January 1st to March 31st, Submissions are typically second-highest in the first quarter. The second and third quarters are known as special election periods, during which Submissions are typically lowest. A significant portion of the Company’s marketing and advertising expenses is driven by the number of health insurance applications submitted through the Company. Marketing and advertising expenses are generally higher in the fourth quarter during AEP, but because commissions from approved consumers are paid to the Company over time, the Company’s operating cash flows could be adversely impacted by a substantial increase in marketing and advertising expenses as a result of a higher volume of Submissions during the fourth quarter or positively impacted by a substantial decline in marketing and advertising expenses as a result of lower volume of Submissions during the fourth quarter.
Recent Accounting Pronouncements
Recent Accounting Pronouncements Not Yet Adopted
In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). ASU 2023-09 enhanced annual disclosures regarding the income tax rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 for public business entities and annual periods beginning after December 15, 2025 for all other entities. The Company is currently assessing the impact on its related disclosures.
In November 2024, the FASB issued ASU 2024-03, Income Statement: Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”), which requires disclosure about the types of costs and expenses included in certain expense captions presented on the income statement. The new disclosure requirements are effective for the Company’s annual periods beginning after December 15, 2026, and interim periods beginning after December 15, 2027, with early adoption permitted. The Company is currently in the process of evaluating the impact of this pronouncement on our related disclosures.
2. FAIR VALUE MEASUREMENTS
| GoHealth, Inc. | 2025 Form 10-Q | 11 | ||||||
The Company defines fair value as the price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. Valuation techniques the Company uses to measure fair value maximize the use of observable inputs and minimize the use of unobservable inputs. The Company has applied the provisions of fair value accounting for purposes of computing the fair value of financial instruments for disclosure purposes as presented below.
| Level 1 Inputs | Unadjusted quoted prices in active markets for identical assets or liabilities. | |||||||
| Level 2 Inputs | Unadjusted quoted prices in active markets for similar assets or liabilities; unadjusted quoted prices for identical or similar assets or liabilities in markets that are not active; inputs other than quoted prices that are observable for the asset or liability. | |||||||
| Level 3 Inputs | Unobservable inputs for the asset or liability. | |||||||
Fair Value Measurements
The carrying amount of certain financial instruments, including cash and cash equivalents, accounts receivable, unbilled receivables, accounts payable and accrued expenses approximate fair value due to the short maturity of these instruments. The carrying value of debt approximates fair value due to the variable nature of interest rates.
The Company recorded long-lived asset impairment charges of $206.2 million and $260.0 million during the three and nine months ended September 30, 2025, respectively, which are included in “Indefinite and long-lived asset impairment charges” on the Condensed Consolidated Statements of Operations.
As part of the Company’s continued cost savings initiatives, the Company is actively looking to terminate or sublease certain office spaces and call centers. These actions resulted in $4.5 million in operating lease impairment charges for the three months ended September 30, 2025 and $5.3 million in operating lease impairment charges for the nine months ended September 30, 2025 which are recorded in “Indefinite and long-lived asset impairment charges” on the Condensed Consolidated Statements of Operations. There were no
During the three months ended September 30, 2025, the Company identified indicators of impairment related to its indefinite-lived intangible assets and long-lived assets, primarily related to revised long-term forecasts, reflecting the Company’s intentional pullback on Medicare Advantage activity in response to tightening health plan economics such as a reduction in the number of marketable and/or commissionable plans offered by health plan partners. The revised forecasts led to a reduction in the projected future cash flows associated with the Company’s trade name, developed technology and customer relationships and other long-lived assets, triggering an interim impairment assessment. The Company first tested its indefinite-lived trade name intangible asset. The revised forecast led to a reduction in the projected future cash flows associated with the trade name resulting in a $20.0 million and $73.0 million impairment charge for the three and nine months ended September 30, 2025, respectively, which are included in “Indefinite and long-lived asset impairment charges” on the Condensed Consolidated Statements of Operations. The Company also tested its long-lived assets for impairment by first performing a recoverability test, comparing projected undiscounted cash from the use and eventual disposition of the asset group to its carrying value. The recoverability test indicated that the undiscounted cash flows were not sufficient to recover the carrying value of the Company’s asset group. The Company then compared the fair value of the asset group to its carrying value to measure the amount of impairment to record. The impairment charge was then allocated to individual long-lived assets in accordance with ASC 360. As a result, the Company recorded intangible asset impairment charges of $159.0 zero . The Company also recorded impairment charges related to capitalized software, and property and equipment of $22.7
Determination of fair value of the trade name involves utilizing the relief-from-royalty under the income approach which contains significant estimates and assumptions including, among others, revenue projections as well as selecting appropriate royalty and discount rates, which are considered a level 3 input in the fair value hierarchy. Determination of the fair value of other long-lived assets involves utilizing the income approach which contains significant estimates and assumptions about forecasted revenue, expenses, and discount rates. While the Company believes the judgments and assumptions are reasonable, different assumptions could change the estimated fair value. Weakening industry or economic trends, disruptions to the Company's business, changes in discount rate assumptions, unexpected significant changes or planned changes in the use of the assets or in the Company’s entity structure are all factors which may adversely impact the assumptions used in the valuation.
There was no
3. INTANGIBLE ASSETS, NET
| GoHealth, Inc. | 2025 Form 10-Q | 12 | ||||||
During the three months ended September 30, 2025, the Company determined that the fair value of its indefinite-lived trade names and definite-lived amortizable intangible assets no longer exceeded their carrying values. As a result, the Company recorded intangible asset impairment charges of $179.0 million and $232.0 million for the three and nine months ended September 30, 2025, respectively, to write down the carrying values of the indefinite-lived trade names and definite-lived amortizable intangible assets to zero . The intangible asset impairment charges are included in “Indefinite and long-lived asset impairment charges” on the Condensed Consolidated Statements of Operations. There was no
The gross carrying amounts, accumulated amortization and net carrying amounts of the Company’s definite-lived amortizable intangible assets, as well as its indefinite-lived intangible trade names, are as follows:
| Sep. 30, 2025 | ||||||||||||||||||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Accumulated Impairment | Net Carrying Amount | ||||||||||||||||||||||
| Developed technology | $ | $ | $ | $ | ||||||||||||||||||||||
| Customer relationships | ||||||||||||||||||||||||||
| Total intangible assets subject to amortization | $ | $ | $ | $ | ||||||||||||||||||||||
| Indefinite-lived trade names | ||||||||||||||||||||||||||
| Total intangible assets | $ | |||||||||||||||||||||||||
| Dec. 31, 2024 | ||||||||||||||||||||
| (in thousands) | Gross Carrying Amount | Accumulated Amortization | Net Carrying Amount | |||||||||||||||||
| Developed technology | $ | $ | $ | |||||||||||||||||
| Customer relationships | ||||||||||||||||||||
| Total intangible assets subject to amortization | $ | $ | $ | |||||||||||||||||
| Indefinite-lived trade names | ||||||||||||||||||||
| Total intangible assets | $ | |||||||||||||||||||
4. LONG-TERM DEBT
The Company’s long-term debt consisted of the following:
| (in thousands) | Sep. 30, 2025 | Dec. 31, 2024 | ||||||||||||
| Term Loan Facilities | $ | $ | ||||||||||||
| Revolving Credit Facilities | ||||||||||||||
| Less: Unamortized debt discount and issuance costs | ( | ( | ||||||||||||
| Total debt | $ | $ | ||||||||||||
| Less: Current portion of long-term debt | ( | |||||||||||||
| Total long-term debt | $ | $ | ||||||||||||
Maturities of long-term debt for each of the next five years is as follows:
| (in thousands) | ||||||||
| Remainder of 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total | $ | |||||||
Existing Credit Agreement
On November 4, 2024 (the “Effective Date”), Norvax (the “Borrower”) entered into the Amendment and Restatement Agreement (the “Existing Credit Agreement”) to provide for, among other provisions as further described below, a class of term loan facilities (the “Existing Term Loan Facility” or “Existing Term Loans”) in an aggregate principal amount equal to $475.0 million. Starting March 31, 2025, principal repayments of 2.00 % per annum of the initial principal amount were made in equal quarterly installments. In March 2025, the Borrower repaid $2.4 million under this facility. Prior to Amendment No. 14 (as defined and
| GoHealth, Inc. | 2025 Form 10-Q | 13 | ||||||
further described below), at the option of the Borrower, the Existing Term Loan Facility bore interest at either (i) ABR plus 6.50 % per annum or (ii) Adjusted Term SOFR plus 7.50 % per annum. To the extent not previously paid, the Existing Term Loan Facility, together with all accrued and unpaid interest thereon, is due and payable on November 4, 2029.
In addition to the Existing Term Loan Facility, the Existing Credit Agreement provided for a revolving credit facility with a commitment amount of $88.5 million (the “Class A Revolving Credit Facility”) and a revolving credit facility with a commitment amount of $35.0 million (the “Class A-1 Revolving Credit Facility"). The Class A Revolving Credit Facility bore interest at either (i) ABR plus 5.50 % per annum or (ii) SOFR plus 6.50 % per annum. The Borrower was required to pay a commitment fee of 0.50 % per annum on undrawn amounts under the Class A Revolving Credit Facility. The Class A-1 Revolving Credit Facility was to be made available to the Borrower upon the termination of the Class A Revolving Credit Facility on or prior to June 30, 2025 (which was then further extended pursuant to Amendment No. 13 and Amendment No. 14). Following the entry into Amendment No. 14, the Class A-1 Revolving Credit Facility has been terminated.
Amendment No. 13
On June 30, 2025, the Borrower entered into Amendment No. 13 to the Existing Credit Agreement (“Amendment No. 13”), which modified the Existing Credit Agreement to, among other things, (i) provide that all interest payable for the Existing Term Loan Facility and Class A Revolving Credit Facility occurring on or prior to September 30, 2025 would be payable in-kind, and thus capitalized and added to the respective principal balances, (ii) waive the principal payments of the Existing Term Loan Facility on June 30, 2025 and September 30, 2025, (iii) extend the maturity date of borrowings outstanding under the Class A Revolving Credit Facility from June 30, 2025 to September 30, 2025 (which was then further extended pursuant to Amendment No. 14) and (iv) permit the Borrower to negotiate and consummate a receivables financing, securitization, receivables facility or other similar financing.
Pursuant to Amendment No. 13, the Company incurred $5.6 million in debt issuance costs which are payable in-kind, and thus capitalized and added to the outstanding principal balance. The Company paid an additional $0.4 million in debt issuance costs in cash related to Amendment No. 13. The total debt issuance costs are amortized over the life of the debt to interest expense using the effective interest method.
Amendment No. 14
On August 6, 2025, the Borrower entered into Amendment No. 14 to the Existing Credit Agreement (“Amendment No. 14”), which further amends the Existing Credit Agreement to, among other things, (i) terminate all revolving commitments under the Class A-1 Revolving Credit Facility (with no revolving loans under the Class A-1 Revolving Credit Facility being outstanding on August 6, 2025), (ii) terminate all Class A revolving commitments and extend the maturity date of the remaining Class A revolving loans outstanding to August 5, 2029 (the “Class A Loans”), (iii) permit the Borrower to pay in-kind a portion of the interest on the outstanding Existing Term Loans and Class A Loans with such loan accruing interest at a rate equal to Adjusted Term SOFR plus 8.00 % per annum, of which an amount of interest equal to at least Adjusted Term SOFR plus 4.50 % is payable in cash with the remainder of such interest paid in-kind and (iv) waive the principal payments of the Existing Term Loans until December 31, 2026. Following Amendment No. 14, amounts repaid or prepaid in respect of the Class A Loans may not be reborrowed. As consideration for, and as a condition to, the lenders’ entry into Amendment No. 14, on August 6, 2025, the Company issued to lenders (or their affiliates) holding Class A Loans and Existing Term Loans (for these purposes, the “Subscribers”), pro rata based on their respective holdings thereof, an aggregate of 4,766,219 shares of Class A common stock.
Superpriority Credit Agreement
On August 6, 2025 (the “Closing Date”), the Borrower entered into the Superpriority Senior Secured Credit Agreement (the “Superpriority Credit Agreement”). The Superpriority Credit Agreement governs a senior secured superpriority term loan facility in an aggregate principal amount of $115.0 million (the “Superpriority Facility”) consisting of (a) $80.0 million in new-money term loans (together, the “New Money Term Loans”), of which (i) $40.0 million was funded on the closing date (the “Initial New Money Term Loans”) and (ii) $40.0 million is available as delayed-draw term loans (the “Delayed Draw Term Loans”), and (b) $35.0 million of roll-up term loans funded on the closing date (the “Roll-Up Term Loans” and together with the New Money Term Loans, the “Superpriority Term Loans”) resulting from the cashless conversion of a corresponding amount of Class A Loans at par that were outstanding under the Existing Credit Agreement into term loans on a dollar-for-dollar basis. Provided that no default or event of default has occurred and is continuing, the Delayed Draw Term Loans will be available to the Borrower on or after October 1, 2025, with the aggregate principal amount of such loans funded prior to November 1, 2025 not to exceed $15.0 million and prior to December 1, 2025, not to exceed $30.0 million, with the full amount available thereafter. Pursuant to this agreement, the Company borrowed $15.0 million of the Delayed Draw Term Loans in October 2025 and another $15.0 million in November 2025.
The Superpriority Facility matures on August 5, 2029. The New Money Term Loans bear interest in cash, at the Borrower’s election from time to time, at either (i) Adjusted Term SOFR plus 5.50 % per annum or (ii) ABR plus 4.50 % per annum. The Roll-Up Term Loans bear interest and have payment and prepayment terms substantially consistent with the Class A Loans.
Additionally, the New Money Term Loans are subject to (i) a 2.00 x multiple-on-invested-capital (“MOIC”), payable in cash upon partial or full repayment, prepayment, maturity or (ii) acceleration of the New Money Term Loans. The MOIC steps down to 1.75 x
| GoHealth, Inc. | 2025 Form 10-Q | 14 | ||||||
for repayments occurring on or after January 1, 2026 but prior to April 1, 2027 and to 1.50 x for repayments occurring on or after the closing date of the Superpriority Facility and prior to January 1, 2026. The MOIC payable is accrued over the term of the New Money Term Loans using the effective interest method. As of September 30, 2025, the Company recorded a liability of $1.1 million related to the MOIC payable which is recorded in “Long-term debt, net of current portion” on the Condensed Consolidated Balance Sheets and included in the outstanding principal balance of the New Money Term Loans.
Pursuant to Amendment No. 14 and the Superpriority Credit Agreement, the Company recognized an aggregate loss on extinguishment of debt of $1.7 million. The Company recorded debt discounts of $25.1 million related to the Class A common stock issued as non-cash consideration pursuant to Amendment No. 14 and $2.4 million of closing fees payable in-kind, and thus capitalized and added to the outstanding principal balance. The Company paid an additional $8.0 million in debt issuance costs. The total debt discount and debt issuance costs are being amortized over the life of the debt to interest expense using the effective interest method.
As of September 30, 2025 and December 31, 2024, the Borrower had a principal amount of $501.7 million and $475.0 million outstanding under the Existing Term Loan Facility, respectively. The effective interest rate of the Existing Term Loan Facility was 15.5 % and 12.06 % as of September 30, 2025 and December 31, 2024, respectively.
As of September 30, 2025, the Borrower had a principal amount of $56.3 million outstanding under the Class A Loans with an effective interest rate of 15.5 %. As of December 31, 2024, the Company had a principal amount of $30.0 million outstanding under the Class A Revolving Credit Facility and a remaining capacity of $58.5 million. As of December 31, 2024, the Company had no amounts outstanding and a remaining capacity of $35.0 million under the Class A-1 Revolving Credit Facility. Following the entry into Amendment No. 14, revolving commitments under the Class A Revolving Credit Facility and Class A-1 Revolving Credit Facility were terminated and amounts repaid or prepaid in respect to the Class A Loans may not be reborrowed.
As of September 30, 2025, the Borrower had a principal amount of $43.5 million and $35.0 million outstanding under the New Money Term Loans and Roll-Up Term Loans, respectively. The effective interest rates of the New Money Term Loans and Roll-Up Term Loans as of September 30, 2025 were 25.6 % and 9.8 %, respectively.
Guarantees and Security
Blizzard Midco, LLC, the Borrower and certain other subsidiaries of the Company are guarantors of the Borrower’s obligations under the Existing Credit Agreement. In addition, the obligations of the Borrower are secured by a first priority lien on substantially all of such guarantors’ assets, including a pledge of all of the equity interests of each of their respective subsidiaries, in each case, subject to customary exceptions and limitations.
All principal, interest, premium, fees and other obligations in respect of the Superpriority Term Loans are (i) jointly and severally guaranteed by the subsidiaries of the Company that guarantee the Existing Credit Agreement, and any future material subsidiaries that execute a joinder to the guaranty and related collateral agreements and (ii) secured by a first priority lien on substantially all of the Borrower’s and the guarantors’ assets, subject to certain customary exceptions, on a senior basis to, and with payment priority senior to, all obligations outstanding under the Existing Credit Agreement on the closing date, subject to certain exceptions. In addition, pursuant to the Superpriority Credit Agreement, the Borrower is not permitted to make voluntary or mandatory prepayments of the Class A Revolving Loans and/or the Existing Term Loans, other than payment of amortization in respect of the Existing Term Loans, prior to the repayment in full, in cash, of the Superpriority Term Loan obligations.
Covenants and Other Matters
The Existing Credit Agreement contains a number of covenants that, among other things and subject to certain exceptions, restrict the Borrower’s and its restricted subsidiaries’ ability to incur indebtedness; incur certain liens; consolidate, merge or sell or otherwise dispose of assets; make investments, loans, advances, guarantees and acquisitions; pay dividends or make other distributions on equity interests, or redeem, repurchase or retire equity interests; enter into transactions with affiliates; alter the business conducted by the Company and its subsidiaries; change their fiscal year; and amend or modify governing documents. In addition, the Existing Credit Agreement contains certain financial and non-financial covenants.
The Existing Credit Agreement also contains certain customary representations and warranties and affirmative covenants, and certain reporting obligations. In addition, the lenders under the Existing Credit Facilities are permitted to accelerate all outstanding borrowings and other obligations, terminate outstanding commitments and exercise other specified remedies upon the occurrence of certain events of default (subject to certain grace periods and exceptions), which include, among other things, payment defaults, breaches of representations and warranties, covenant defaults, certain cross-defaults and cross-accelerations to other indebtedness, certain events of bankruptcy and insolvency, certain judgments and changes of control. Subject to certain limited exceptions, substantially all of the Company’s assets are restricted from distribution.
Pursuant to the Superpriority Credit Agreement, the Borrower will be required to comply with a minimum liquidity covenant of (i)
$5.0 million at the end of each calendar week, commencing with the calendar week beginning October 5, 2025, (ii) $15.0 million at the end of each calendar week, commencing with the calendar week beginning March 29, 2026, (iii) $20.0 million at the end of each calendar week, commencing with the calendar week beginning June 28, 2026, and (iv) $30.0 million at the end of each calendar week, commencing with the calendar week beginning September 27, 2026 and thereafter; provided, that during any
| GoHealth, Inc. | 2025 Form 10-Q | 15 | ||||||
period ending during the fiscal year ending December 31, 2026 and thereafter where the last business day of any calendar week therein occurs during the month of October, November or December, minimum liquidity shall instead be $10.0 million.
The Superpriority Credit Agreement contains customary non-financial covenants consistent with the Existing Credit Agreement that limit, among other things, mergers and acquisitions; investments, loans, and advances; affiliate transactions; changes to capital structure and the business; additional indebtedness; additional liens; the payment of dividends; and the sale of assets, in each case, subject to certain customary exceptions. In addition, the Superpriority Credit Agreement contains a covenant pursuant to which the Borrower and its subsidiaries are restricted from pursuing certain “liability management transactions” without the consent of the lenders holding a majority of the Roll-Up Term Loans and also includes certain restrictions on future financings.
The Superpriority Credit Agreement also contains customary events of default, including payment defaults, breaches of representations and warranties, covenant defaults, defaults under other material debt, events of bankruptcy and insolvency, failure of any guaranty or security document to be in full force and effect, and a change of control of the business.
5. STOCKHOLDERS' EQUITY (DEFICIT)
In connection with the Company’s IPO in July 2020, the Company’s board of directors (the “Board of Directors”) approved an amended and restated certificate of incorporation and amended and restated bylaws. The amended and restated certificate of incorporation authorizes the issuance of up to 1,100,000,000 shares of Class A common stock, 690,000,000 shares of Class B common stock and 20,000,000 shares of preferred stock, each having a par value of $0.0001
The Company’s amended and restated certificate of incorporation and the GHH, LLC Agreement require the Company and GHH, LLC at all times to maintain a one -to-one ratio between the number of shares of Class A common stock issued by the Company and the number of LLC Interests owned by the Company, except as otherwise determined by the Company. Additionally, the Company’s amended and restated certificate of incorporation and the GHH, LLC Agreement require that the Company and GHH, LLC at all times maintain a one -to-one ratio between the number of shares of Class B common stock owned by the Continuing Equity Owners and their respective permitted transferees and the number of LLC Interests owned by the Continuing Equity Owners and their respective permitted transferees, except as otherwise determined by the Company. Only the Continuing Equity Owners and the permitted transferees of Class B common stock are permitted to hold shares of Class B common stock. Shares of Class B common stock are transferable for shares of Class A common stock only together with an equal number of LLC Interests.
Holders of shares of the Company’s Class A common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders. Each share of Class B common stock entitles its holders to one vote per share on all matters presented to the Company’s stockholders generally. Holders of shares of Class B common stock will vote together with holders of the Company’s Class A common stock as a single class on all matters presented to the Company’s stockholders for their vote or approval, except for certain amendments to the Company’s amended and restated certificate of incorporation or as otherwise required by applicable law or the amended and restated certificate of incorporation. Holders of the Class B common stock are not entitled to participate in any dividends declared by the Board of Directors. Under the terms of the Company’s amended and restated certificate of incorporation, the Board of Directors is authorized to direct the Company to issue shares of preferred stock in one or more series without stockholder approval. The Board of Directors has the discretion to determine the rights, preferences, privileges and restrictions, including voting rights, dividend rights, conversion rights, redemption privileges and liquidation preferences, of each series of preferred stock.
The Continuing Equity Owners may, subject to certain exceptions, from time to time at each of their options require GHH, LLC to redeem all or a portion of their LLC Interests in exchange for, at the Company’s election (determined by at least two of the Company’s independent directors who are disinterested), newly-issued shares of Class A common stock on a one -for-one basis, or to the extent there is cash available from a secondary offering, a cash payment equal to a volume weighted average market price of one share of the Company’s Class A common stock for each LLC Interest so redeemed, in each case, in accordance with the terms of the GHH, LLC Agreement.
The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the non-controlling interest holders. Non-controlling interest represents the economic interest in GHH, LLC held directly or indirectly by the Continuing Equity Owners. The non-controlling interest holders' weighted average ownership percentages for the three and nine months ended September 30, 2025 were 47.2 % and 51.5 %, respectively. The non-controlling interest holders' weighted average ownership percentages for the three and nine months ended September 30, 2024 were 55.9 % and 56.3 %, respectively.
Upon the Company’s dissolution or liquidation, after payment in full of all amounts required to be paid to creditors and to the holders of preferred stock having liquidation preferences, if any, holders of Class A common stock and Class B common stock will be entitled to receive ratable portions of the Company’s remaining assets available for distribution; provided, that the holders of Class B common stock shall not be entitled to receive more than $0.0001 per share of Class B common stock and upon
| GoHealth, Inc. | 2025 Form 10-Q | 16 | ||||||
receiving such amount, shall not be entitled to receive any of the Company’s other assets or funds with respect to such shares of Class B common stock.
Redeemable Convertible Preferred Stock
On September 23, 2022 (the “Closing Date”), the Company issued 50,000 shares of the Company’s Series A Convertible Perpetual Preferred Stock (the “Issuance”), par value $0.0001 per share (the “Series A redeemable convertible preferred stock”), to Anthem Insurance Companies, Inc. and GH 22 Holdings, Inc. (the “Purchasers”) for an aggregate purchase price of $50.0 million, at $1,000 per share of the Series A redeemable convertible preferred stock.
The Company is authorized to issue 20,000,000 0.0001 50,000 shares under the Series A redeemable convertible preferred stock and 200,000 shares under the Series A-1 Convertible Non-Voting Perpetual Preferred Stock (the “Series A-1 convertible preferred stock”).
The Series A redeemable convertible preferred stock ranks senior to the shares of the Company’s Class A common stock and Class B common stock with respect to dividend rights and rights on the distribution of assets on any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company. The Series A redeemable convertible preferred stock has an initial liquidation preference of $1,000 per share, which shall increase by accumulated quarterly dividends that are not paid in cash (“compounded dividends”). Dividends on each share of Series A redeemable convertible preferred stock shall accrue at an annual rate equal to 7.0 %. Holders of Series A-1 convertible preferred stock are only entitled to dividends if the Company declares such dividends. For the three and nine months ended September 30, 2025, the Company accrued $1.0 million and $2.9 million, respectively, of dividends relating to the Series A redeemable convertible preferred stock that were not paid in cash. For the three and nine months ended September 30, 2024, the Company accrued $0.9 million and $2.7 million, respectively, of dividends relating to the Series A redeemable convertible preferred stock that were not paid in cash. The accrued dividends are included in temporary equity on the Condensed Consolidated Balance Sheets.
The Series A redeemable convertible preferred stock is convertible in full at the option of the holders into the number of shares of Class A common stock equal to the quotient of (a) the sum of (i) the liquidation preference (reflecting increases for compounded dividends) plus (ii) the accrued dividends with respect to each share of convertible preferred stock as of the applicable conversion date divided by (b) the conversion price ($9.60 as of September 30, 2025 and subject to adjustment based on certain changes to the Company’s Class A common stock) as of the applicable conversion date. Notwithstanding the foregoing, a holder of Series A redeemable convertible preferred stock may elect to receive upon conversion, in lieu of the shares of Class A common stock otherwise deliverable, one share of Series A-1 convertible preferred stock for every 1,000 shares of Class A common stock otherwise deliverable upon conversion. The Series A-1 convertible preferred stock will be essentially a substitute for the Class A common stock in the form of non-voting preferred stock.
The terms of the Series A redeemable convertible preferred stock and Series A-1 convertible preferred stock contain certain anti-dilution adjustments. Subject to certain conditions, at any time after the third anniversary of the Closing Date, if the volume weighted average price per share of Class A common stock on The Nasdaq Global Market is equal to or greater than 150.0 % of the then-applicable conversion price for each of at least twenty (20 ) trading days, whether or not consecutive, in any period of thirty (30 ) consecutive trading days ending on and including the trading day immediately before the Company provides the holders with notice of its election to convert all or a portion of the Series A redeemable convertible preferred stock into the relevant number of shares of Class A common stock or Series A-1 convertible preferred stock (at the election of the holder), the Company may elect to convert all or a portion of the Series A redeemable convertible preferred stock into the relevant number of shares of Class A common stock or Series A-1 convertible preferred stock.
In the event of any voluntary or involuntary liquidation, dissolution or winding up of the affairs of the Company, the holders of shares of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) will be entitled, out of assets legally available therefor, and subject to the rights of the holders of any senior stock (including the Series A redeemable convertible preferred stock) or parity stock (including the Class A and Class B common stock) and the rights of the Company’s existing and future creditors, to receive an aggregate amount per share equal to 1,000 (as may be adjusted) times the aggregate amount to be distributed per share to holders of shares of Class A common stock. Each holder of a whole share of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) shall be entitled to receive when, as and if declared by the Board of Directors out of funds legally available for the purpose, an amount per share equal to 1,000 (as may be adjusted) times the aggregate per share amount of all cash dividends, and 1,000 (as may be adjusted) times the aggregate per share amount (payable in kind) of all non-cash dividends or other distributions other than a dividend payable in shares of Class A common stock or a subdivision of the outstanding shares of Class A common stock (by reclassification or otherwise), declared on each share of Class A common stock since the first issuance of any share of Series A-1 convertible preferred stock. Each holder of Series A-1 convertible preferred stock (if issued upon conversion of the Series A redeemable convertible preferred stock) will have the right, at such holder’s option, to convert in full each share of such holder’s Series A-1 convertible preferred stock at such time into the number of shares of Class A common
| GoHealth, Inc. | 2025 Form 10-Q | 17 | ||||||
stock based upon a conversion ratio of 1,000 shares of Class A common stock for each share of Series A-1 convertible preferred stock (such ratio being subject to adjustment).
Under the Certificate of Designations, holders of the Series A redeemable convertible preferred stock are entitled to vote with the holders of the Class A common stock on an as-converted basis on all matters submitted to a vote of the holders of the Class A common stock. Notwithstanding the foregoing: (1) the lead Purchaser’s voting rights shall not exceed 9.99 % of the voting rights associated with the issued and outstanding shares of capital stock of the Company at any time; and (2) the voting rights of the Purchasers holding Series A redeemable convertible preferred stock, voting on an as-converted basis with the holders of the Class A common stock and the holders of any other class or series of capital stock of the Company then entitled to vote, shall be capped at the maximum amount that would not result in requiring stockholder approval for the exercise of such voting rights pursuant to the listing rules of The Nasdaq Global Market. The Series A-1 convertible preferred stock is not entitled to vote with the Class A common stock on matters submitted to a vote of the holders of the Class A common stock and will have no voting rights except as required by applicable law.
In addition, holders of the preferred stock are entitled to a separate class vote with respect to, among other things, amendments to the Company’s organizational documents that materially, adversely and disproportionately affect the Series A redeemable convertible preferred stock, authorizations or issuances by the Company of securities that are senior to or pari passu with the Series A redeemable convertible preferred stock and issuing any debt security (for the avoidance of doubt, excluding any draws under the Company’s Existing Credit Agreement referenced in the Certificate of Designations), if the Company’s Consolidated Total Net Debt (as defined in the Certificate of Designations) following such action would exceed four times the Company’s Consolidated EBITDA (as defined in the Certificate of Designations) for the Company’s most recently completed four consecutive fiscal quarters.
At any time following the fifth anniversary of the Closing Date, the Company may redeem the Series A redeemable convertible preferred stock, in whole or in part, for a per share amount in cash equal to the liquidation preference (reflecting increases for compounded dividends) thereof plus all accrued dividends as of the applicable redemption date. Upon certain change of control events involving the Company, (i) a holder of the Series A redeemable convertible preferred stock may, so long as such payment would not otherwise result in a breach of, or event of default under, then-existing credit agreements, indentures or other financing arrangements, require the Company to purchase and (ii) subject to a holder’s right to convert its shares of Series A redeemable convertible preferred stock into Class A common stock or Series A-1 convertible preferred stock at the then-current conversion price, the Company may elect to purchase, all or a portion of such holder’s shares of Series A redeemable convertible preferred stock that have not been so converted, in each case at a purchase price per share of Series A redeemable convertible preferred stock, payable in cash, equal to (i) if the change of control effective date occurs at any time prior to the fifth anniversary of the Closing Date, 160.0 % of a Purchaser’s original investment amount and (ii) if the change of control effective date occurs on or after the fifth anniversary of the Closing Date, the liquidation preference (reflecting increases for compounded dividends) of such share of Series A redeemable convertible preferred stock plus the accrued dividends in respect of such share of Series A redeemable convertible preferred stock as of the change of control purchase date.
The Purchasers have entered into a customary registration rights agreement with respect to shares of Class A common stock held by the Purchasers issued upon any future conversion of the Series A redeemable convertible preferred stock or Series A-1 convertible preferred stock.
In connection with the Issuance, the Company, as the managing member of GHH, LLC, caused GHH, LLC (i) to issue to the Company, in exchange for the proceeds from the Issuance, Series A preferred units and (ii) to authorize another series of preferred units, in each case having an aggregate liquidation preference and having terms substantially economically equivalent to the aggregate liquidation preference and the economic terms of the Series A redeemable convertible preferred stock and the Series A-1 convertible preferred stock, respectively, and entered into Amendment No. 2 to the GHH, LLC Agreement to effectuate the same.
The Company classifies the Series A redeemable convertible preferred stock and Series A-1 convertible preferred stock outside of permanent equity as temporary equity since the redemption of such shares is not solely within the Company’s control. The Company does not remeasure the redeemable convertible preferred stock because it is not currently redeemable and not probable of becoming redeemable. The redeemable convertible preferred stock was recorded at fair value upon issuance, net of issuance costs of $1.6 million.
Issuance of Shares of Class A Common Stock
As consideration for, and as a condition to, the lenders’ entry into Amendment No. 14 to the Existing Credit Agreement, on August 6, 2025, the Company issued to lenders (or their affiliates) holding Class A Revolving Loans and Existing Term Loans (for these purposes, the “Subscribers”), pro rata based on their respective holdings thereof, an aggregate of 4,766,219 shares of Class A common stock, which represented an aggregate of 19.99 % of the total issued and outstanding shares of the Company’s Class A common stock and Class B common stock, calculated immediately prior to the consummation of the transactions contemplated by Amendment No. 14, or 16.66 % post-closing. Pursuant to a Registration Rights Agreement among the Company and the Subscribers (as amended), the Subscribers are entitled to certain customary registration rights with respect to the shares issued to them. Refer to Note 4, “Long-Term Debt” for more information.
| GoHealth, Inc. | 2025 Form 10-Q | 18 | ||||||
6. SHARE-BASED COMPENSATION PLANS
The following table summarizes share-based compensation expense (benefit) by operating function for the periods presented:
| Three months ended Sep. 30, | Nine months ended Sep. 30, | |||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Marketing and advertising | $ | $ | $ | $ | ||||||||||||||||||||||
| Consumer care and enrollment | ||||||||||||||||||||||||||
| Technology | ||||||||||||||||||||||||||
General and administrative(1) | ||||||||||||||||||||||||||
Total share-based compensation expense (benefit) | $ | $ | $ | $ | ||||||||||||||||||||||
(1)For the three and nine months ended September 30, 2025 and 2024, share-based compensation expense (benefit) includes expense related to the stock appreciation rights (“SARs”), which are liability classified awards.
7. NET INCOME (LOSS) PER SHARE
Basic income (loss) per share is computed by dividing net income (loss) attributable to common stockholders by the weighted-average number of shares of Class A common stock outstanding during the period. Diluted income (loss) per share is computed giving effect to all potentially dilutive shares.
A reconciliation of the numerator and denominator used in the calculation of basic and diluted net income (loss) per share of Class A common stock is as follows:
| Three months ended Sep. 30, | Nine months ended Sep. 30, | |||||||||||||||||||||||||
| (in thousands, except per share amounts) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Numerator: | ||||||||||||||||||||||||||
Net income (loss) | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
Less: Net income (loss) attributable to non-controlling interests | ( | ( | ( | |||||||||||||||||||||||
Net income (loss) attributable to GoHealth, Inc. | ( | ( | ( | |||||||||||||||||||||||
| Less: Dividends accumulated on redeemable convertible preferred stock | ||||||||||||||||||||||||||
Net income (loss) attributable to common stockholders - basic | ( | ( | ( | |||||||||||||||||||||||
Effect of dilutive securities: | ||||||||||||||||||||||||||
Add: Dividends accumulated on redeemable convertible preferred stock | — | |||||||||||||||||||||||||
Net income (loss) attributable to common stockholders - diluted | ( | ( | ( | |||||||||||||||||||||||
| Denominator: | ||||||||||||||||||||||||||
Weighted-average shares of Class A common stock outstanding—basic | ||||||||||||||||||||||||||
Effect of dilutive securities: | ||||||||||||||||||||||||||
Equity awards | ||||||||||||||||||||||||||
Redeemable convertible preferred stock | ||||||||||||||||||||||||||
| Weighted-average shares of Class A common stock outstanding—dilutive | ||||||||||||||||||||||||||
Net income (loss) per share of Class A common stock—basic | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
Net income (loss) per share of Class A common stock—diluted | $ | ( | $ | $ | ( | $ | ( | |||||||||||||||||||
The following number of shares were excluded from the calculation of diluted income (loss) per share of Class A common stock because the effect of including such potentially dilutive shares would have been antidilutive:
| Sep. 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
Equity awards | ||||||||||||||
Redeemable convertible preferred stock | ||||||||||||||
| Class B common stock | ||||||||||||||
Shares of Class B common stock do not share in earnings and are not participating securities. Accordingly, separate presentation of income (loss) per share of Class B common stock under the two-class method has not been presented. Shares
| GoHealth, Inc. | 2025 Form 10-Q | 19 | ||||||
8. INCOME TAXES
The Company is taxed as a corporation for income tax purposes and is subject to federal, state and local taxes on the income allocated to it from GHH, LLC based upon the Company’s economic interest in GHH, LLC. The Company is the sole managing member of GHH, LLC and, as a result, consolidates the financial results of GHH, LLC. GHH, LLC is a limited liability company taxed as a partnership for income tax purposes except for a foreign subsidiary, which is treated as a foreign disregarded entity. As a partnership, GHH, LLC does not pay any federal income taxes, as income or loss is included in the tax returns of the individual members. In 2024, the Company acquired a 100 % equity interest in e-TeleQuote Insurance, Inc. (“e-TeleQuote”) which is taxed as a corporation. These corporations are subject to federal and state income taxes in the jurisdictions in which they operate. Additionally, the Company’s foreign subsidiaries are subject to foreign income taxes in the jurisdiction in which they operate. The accruals for such taxes are included in the Condensed Consolidated Financial Statements.
The Company’s effective tax rate for the three and nine months ended September 30, 2025 was 0.2 % and (0.1 )%, respectively. The Company’s effective tax rate for the three and nine months ended September 30, 2024 was (0.1 )% and 0.2 %, respectively. The effective tax rate for each period is lower than the statutory tax rate primarily due to the effect of loss entities for which the Company excludes from its annual effective tax rate calculation and loss attributable to non-controlling interests.
Tax Receivable Agreement
In connection with the IPO, the Company entered into a Tax Receivable Agreement with GHH, LLC, the Continuing Equity Owners and the Blocker Shareholders that will provide for the payment by the Company to the Continuing Equity Owners and the Blocker Shareholders of 85 % of the amount of tax benefits, if any, that the Company actually realizes (or in some circumstances is deemed to realize). The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character and timing of the taxable income of the Company in the future. As of both September 30, 2025 and December 31, 2024 the liability related to the Tax Receivable Agreement was $1.1
9. REVENUE
The Company recognizes revenue in accordance with ASC 606, Revenue from Contracts with Customers. The primary services provided by the Company relate to the sale and administration of Medicare insurance products through either the agency model or the non-agency model, as described below. Beginning in the quarter ended June 30, 2025, we revised the presentation of disaggregation of revenue to further disaggregate Other Revenue into other agency revenue and other non-agency revenue. Prior period presentation has been conformed to reflect current period presentation.
Disaggregation of Revenue
The table below depicts the disaggregation of revenue and is consistent with how the Company evaluates its financial performance:
| Three months ended Sep. 30, | Nine months ended Sep. 30, | |||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Medicare Revenue | ||||||||||||||||||||||||||
Medicare Agency Revenue | ||||||||||||||||||||||||||
Commission Revenue(1) | $ | $ | $ | $ | ||||||||||||||||||||||
| Partner Marketing and Other Revenue | ||||||||||||||||||||||||||
Total Medicare Agency Revenue | ||||||||||||||||||||||||||
Medicare Non-Agency Revenue | ||||||||||||||||||||||||||
| Total Medicare Revenue | ||||||||||||||||||||||||||
Other Revenue | ||||||||||||||||||||||||||
Other Non-Agency Revenue | ||||||||||||||||||||||||||
Other Agency Revenue | $ | $ | $ | $ | ||||||||||||||||||||||
Total Other Revenue | ||||||||||||||||||||||||||
| Total Net Revenues | $ | $ | $ | $ | ||||||||||||||||||||||
(1)Commission revenue excludes commissions generated from the sale of individual and family plan insurance products.
| GoHealth, Inc. | 2025 Form 10-Q | 20 | ||||||
Medicare Revenue
Medicare Agency Revenue
Medicare agency revenue refers to the commission revenue and partner marketing and other revenue the Company receives when GoHealth agents or the Company’s independent network of outsourced agents, also referred to as external agents, enroll the consumer and submit the Medicare policy application to the health plan partner, becoming the agent of record. The Company records as commission revenue the expected amount of initial commissions received from the health plan partners and any renewal commissions to be paid on such placement as long as the policyholder remains with the same insurance product, also known as the total estimated LTV of the policy, net of an estimated constraint. The consideration is variable based on the estimated amount of time a policy will remain in force, which is based on historical experience or health plan partner experience to the extent available, industry data and expectations as to future retention rates. Additionally, the Company considers the application of a constraint and only recognizes the amount of variable consideration that it believes is probable that it will be entitled to receive and will not be subject to a significant revenue reversal in the future. The Company monitors and updates this estimate at each reporting date.
The Company utilizes a practical expedient to estimate commission revenue for each insurance product by applying the use of a portfolio approach to group approved members by the effective month of the relevant policy (referred to as a “vintage”). On a quarterly basis, the Company re-estimates LTV at a vintage level for outstanding vintages, which takes into account cash received as compared to the original estimates and reviews and monitors changes in the data used to estimate LTV. Changes in LTV may result in an increase or a decrease to revenue and a corresponding change to commissions receivable. The Company analyzes these differences and to the extent the Company believes differences in the estimates are indicative of a change to prior period LTVs, the Company will adjust revenue for the affected vintages at the time such determination is made and when it is probable that a significant reversal in the amount of cumulative revenue recognized will not occur.
The Company is also compensated by its health plan partners for providing Medicare-related marketing services over a predetermined measurement period, which the Company records as partner marketing and other revenue. The Company recognizes these revenues over the measurement period as insurance applications produced by the Company are generated. The Company generally gets paid a fixed fee per application, with the amount of variable consideration resolved within 90 days of the application.
Medicare Non-Agency Revenue
Non-agency revenue refers to services provided by the Company that support enrollment and engagement activities in which the Company is not the agent of record. The non-agency model moves away from the agency structure in that cash is collected in advance or in close proximity to the point in time revenue is recognized. Medicare non-agency revenue includes enrollment and engagement services through Encompass Connect and Encompass Engage. Encompass Connect is designed to provide enrollment related services to participating partners for Medicare products. The Company is compensated for generating and transferring leads to the health plan partners, at which time the health plan partner representative will enroll and submit the application, becoming the agent of record. Revenue is recognized at the point in time the lead is transferred. The Company’s performance obligation is complete when a health plan partner has received a lead, with the amount of variable consideration generally resolved within 90 days of when the related policy effectuates. The Company estimates the amount of variable consideration that it expects to receive based on historical experience with commission revenue or health plan partner experience to the extent available and expectations as to future retention rates. The Company does not receive commissions or fees on subsequent renewals generated from the transferred leads. Encompass Engage includes post-enrollment member outreach and engagement services, including facilitating an onboarding experience customized to a members’ Medicare plan and health needs. The Company recognizes Encompass Engage revenue at the point in time the service is provided based on member retention and providing post-enrollment services.
Medicare non-agency revenue also includes value-based care provider engagement, health risk assessments, social determinants of health screening and preferred pharmacy programs. The Company recognizes revenue for the related performance obligation at the point in time the service is provided.
Other Revenue
Other Non-Agency Revenue
Other non-agency revenue includes enrollment related services through GoHealth Protect, a suite of products to cover unexpected life events, including guaranteed acceptance life insurance. The Company is compensated for guaranteed acceptance life insurance through the non-agency model where GoHealth is not the agent of record and cash is collected in close proximity to the point of sale. Revenue is recognized at the point in time the enrollment is submitted, approved by the health plan partner, and for which the payment information was received by the health plan partner. The Company’s performance obligation is complete when the health plan partner has received the enrollment. The Company estimates the amount of variable consideration that it expects to receive based on expectations as to future retention rates and average premium levels. Other non-agency revenue also includes revenue unrelated to Medicare products, including certain post-enrollment services.
| GoHealth, Inc. | 2025 Form 10-Q | 21 | ||||||
Other Agency Revenue
Other agency revenue is comprised of revenue unrelated to Medicare products, including commissions revenue generated from the sale of individual and family plan insurance products.
Contract Balances
The Company records commissions receivable, commissions payable and deferred revenue related to its contracts with customers. Commissions receivable represents estimated variable consideration for commissions to be received from health plan partners for performance obligations that have been satisfied. Commissions payable represents estimated commissions to be paid to the Company’s external partners.
The Company had unbilled receivables for performance-based enrollment fees and non-agency revenue, as well as prepaid expenses for revenue share, as of September 30, 2025 and December 31, 2024 of $4.2 million and $20.9 million, respectively, which are recorded in prepaid expenses and other current assets on the Condensed Consolidated Balance Sheets. The $16.7 million decrease was primarily due to a decline in unbilled receivables for performance-based enrollment fees pursuant to Encompass Connect. In addition, the Company had accrued payments for revenue share as of September 30, 2025 and December 31, 2024 of $19.8 million and $29.8 million, respectively, which are recorded in accrued liabilities on the Condensed Consolidated Balance Sheets.
Deferred revenue includes amounts collected for partner marketing services and non-agency revenue in advance of the Company satisfying its performance obligations for such customers. The decrease in deferred revenue during the nine months ended September 30, 2025 compared to December 31, 2024 was primarily due to less cash received as of September 30, 2025 compared to December 31, 2024 for marketing, administrative and enrollment fees in advance of performing such services that the Company expects to satisfy within the next twelve months. During the three months ended September 30, 2025 and 2024, the Company recognized revenue that was recorded in deferred revenue on the Condensed Consolidated Balance Sheets at the beginning of the respective fiscal year of $2.1 million and $7.6 million, respectively. During the nine months ended September 30, 2025 and 2024, the Company recognized revenue that was recorded in deferred revenue on the Condensed Consolidated Balance Sheets at the beginning of the respective fiscal year of $49.0 million and $51.1 million, respectively.
Commissions Receivable
Commissions receivable activity is summarized as follows:
| Nine months ended Sep. 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Beginning balance | $ | $ | ||||||||||||
Commission revenue(1) | ||||||||||||||
| Cash receipts | ( | ( | ||||||||||||
| Allowance for credit loss | ||||||||||||||
Acquisition of business | ||||||||||||||
| Ending balance | $ | $ | ||||||||||||
| Less: Commissions receivable - current | ||||||||||||||
| Commissions receivable - non-current | $ | $ | ||||||||||||
(1)Commission revenue includes commissions generated from the sale of individual and family plan insurance products.
The Company’s contracts with health plan partners expose it to credit risk because a financial loss could be incurred if the counterparty does not fulfill its financial obligation. While the Company is exposed to credit losses due to the potential non-performance of its counterparties, the Company considers this risk to be remote. The Company estimates the allowance for credit losses using available information from internal and external sources related to historical experiences, current conditions and forecasts. Estimates of loss are determined by using historical collections data as well as historical information obtained through research and review of other peer companies. The estimated exposure of default is determined by applying these internal and external factors to the commissions receivable balances. The Company estimates the maximum credit risk in determining the commissions receivable amount recorded on the Condensed Consolidated Balance Sheets.
Significant Customers
The following table presents health plan partners representing 10% or more of the Company’s total net revenues for the periods indicated:
| GoHealth, Inc. | 2025 Form 10-Q | 22 | ||||||
| Three months ended Sep. 30, | Nine months ended Sep. 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
| United | % | % | % | % | ||||||||||||||||||||||
| Humana | % | % | % | % | ||||||||||||||||||||||
| Elevance Health | % | % | % | % | ||||||||||||||||||||||
Colonial Penn | % | % | % | % | ||||||||||||||||||||||
Concentration of Credit Risk
The Company does not require collateral or other security in granting credit. As of September 30, 2025, one customer represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 91.5 %, or $1.6 million, of the combined total. As of December 31, 2024, two customers each represented 10% or more of the Company’s total accounts receivable and unbilled receivables and, in aggregate, represented 74.6 %, or $17.6 million, of the combined total.
10. LEASES
The Company has entered into operating agreements with lease periods expiring between 2025 and 2032. Lease expense for operating lease payments is recognized on a straight-line basis over the lease term.
Components of lease expense are as follows, all recorded within operating expenses in the Condensed Consolidated Statements of Operations:
| Three months ended Sep. 30, | Nine months ended Sep. 30, | |||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Operating lease cost | ||||||||||||||||||||||||||
Short-term lease cost(1) | ||||||||||||||||||||||||||
Variable lease cost(2) | ||||||||||||||||||||||||||
| Sublease income | ( | ( | ( | ( | ||||||||||||||||||||||
| Total net lease expense | $ | $ | $ | $ | ||||||||||||||||||||||
(1)Includes costs related to leases, which at the commencement date, have a lease term of 12 months or less.
(2)Includes costs incurred by the Company for the right to use an underlying asset that vary because of changes in facts or circumstances occurring after the commencement date, other than the passage of time.
As part of the Company’s continued cost savings initiatives, the Company is actively looking to terminate or sublease certain office spaces and call centers. These actions resulted in $4.5 million in operating lease impairment charges for the three months ended September 30, 2025 and $5.3 million in operating lease impairment charges for the nine months ended September 30, 2025 which are recorded in “Indefinite and long-lived asset impairment charges” on the Condensed Consolidated Statements of Operations. There were no 0.3 million of one-time gains from the remeasurement of the lease liability and adjustment of the ROU asset (which was previously impaired) related to the early termination of two of its leases during the first half of the fiscal year. The gain on lease remeasurement was recorded in general and administrative expense on the Condensed Consolidated Statements of Operations. Refer to Note 2, “Fair Value Measurements” for further details.
As of September 30, 2025, future minimum lease payments for operating leases consisted of the following:
| (in thousands) | Operating Leases | |||||||
Remainder of 2025 | $ | |||||||
| 2026 | ||||||||
| 2027 | ||||||||
| 2028 | ||||||||
| 2029 | ||||||||
| Thereafter | ||||||||
| Total lease payments | $ | |||||||
| Less: Imputed interest | ( | |||||||
| Present value of lease liabilities | $ | |||||||
| GoHealth, Inc. | 2025 Form 10-Q | 23 | ||||||
Supplemental cash flow information related to leases are as follows:
| Three months ended Sep. 30, | Nine months ended Sep. 30, | |||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Cash paid for amounts included in the measurement of lease liabilities: | ||||||||||||||||||||||||||
| Operating cash flows from operating leases | $ | $ | $ | $ | ||||||||||||||||||||||
| Non-cash activity: | ||||||||||||||||||||||||||
Operating lease assets obtained in exchange for new lease obligations(1) | $ | $ | $ | $ | ||||||||||||||||||||||
| Reduction in operating lease ROU assets and lease liabilities due to reassessment of lease terms | $ | $ | $ | $ | ||||||||||||||||||||||
(1)For the three and nine months ended September 30, 2024, the Company recognized operating lease assets arising from operating leases of an acquiree.
The weighted average remaining operating lease term and discount rate are as follows:
| Sep. 30, | ||||||||||||||
| 2025 | 2024 | |||||||||||||
Weighted average remaining lease term | ||||||||||||||
| Weighted average discount rate | % | % | ||||||||||||
11. COMMITMENTS AND CONTINGENCIES
Legal Proceedings
On May 19, 2021, a derivative action (the “Derivative Action”) was filed in the U.S. District Court for the Northern District of Illinois, purportedly on behalf of the Company and against certain of the Company’s officers and directors. The Derivative Action alleges breaches of fiduciary duty and other claims, based on substantially the same factual allegations as those alleged in the now-resolved Securities Class Action, which had included allegations that the Registration Statement filed in connection with the IPO was negligently prepared and, as a result, contained untrue statements of material fact, omitted material facts necessary to make the statements contained therein not misleading and failed to make necessary disclosures required under the rules and regulations governing its preparation, including the Securities Act of 1933 (the “Securities Class Action”). On June 6, 2022, the Derivative Action was stayed pursuant to the parties’ stipulation. The settlement in the Securities Class Action, which was approved on May 22, 2024, did not resolve the Derivative Action. The parties have reached an agreement in principle providing for a settlement, subject to the court’s approval, of all claims that have been or could have been asserted in the Derivative Action in exchange for, among other things, certain corporate reforms to be implemented by the Company for a designated compliance period. The parties are in the process of preparing the required documentation to present to the court for its consideration and approval of the settlement.
12. RELATED PARTY TRANSACTIONS
The Company is party to various lease agreements with 220 W Huron Street Holdings LLC, 215 W Superior LLC and Wilson Tech 5, LLC, each of which is controlled by significant stockholders of the Company, to lease its former corporate offices in Chicago, Illinois and offices in Lindon, Utah. The Company pays rent, operating expenses, maintenance and utilities under the terms of the leases. For the three and nine months ended September 30, 2025, the Company made aggregate lease payments
| GoHealth, Inc. | 2025 Form 10-Q | 24 | ||||||
of $1.3 million and $3.5 million, respectively, under these leases. For the three and nine months ended September 30, 2024, the Company made aggregate lease payments of $1.3 million and $4.3 million, respectively, under these leases.
13. SEGMENT REPORTING
Operating segments are identified as components of an enterprise about which separate discrete financial information is available and regularly reviewed by the chief operating decision maker (“CODM”). The Company has one
The single operating and reportable segment aligns with the Company’s core focus on the sale and administration of Medicare products and reflects how the CODM evaluates the Company’s operating and financial performance, which is on a consolidated basis. The Company’s CODM is its Chief Executive Officer.
The primary services provided by the Company relate to the sale and administration of Medicare insurance products offered by the health plan partners with which GoHealth has contractual relationships. The health plan partners are responsible for paying commissions and fees for enrollment and engagement services and, for these purposes, act as GoHealth’s customers. The Company derives substantially all of its revenues from customers located in the United States. The measure of segment assets is reported on the Condensed Consolidated Balance Sheets as consolidated total assets. Substantially all of the Company’s assets are located in the United States.
The CODM assesses the Company’s performance and decides how to allocate resources based on consolidated net income (loss), as presented on the Condensed Consolidated Statements of Operations. The significant expenses that are regularly provided to the CODM and included within consolidated net income (loss) are consistent with those that are presented on the Condensed Consolidated Statements of Operations.
Budget approval, which primarily drives resource allocation, is prepared and approved at a consolidated level. Consolidated net income (loss) is used to monitor budget versus actual results. The CODM also uses consolidated net income (loss) to identify trends in the Company’s performance over time and to benchmark the Company’s performance against its competitors.
14. SUBSEQUENT EVENTS
On November 3, 2025, management announced a reduction in work force which impacted approximately 487 employees. In connection with this reduction, and in compliance with the Worker Adjustment and Retraining Notification Act, for a period of two months , commencing November 3, 2025, the affected employees will be provided with notice pay based on their base salary and the expense will be recognized as incurred in the fourth quarter of 2025. There were no
| GoHealth, Inc. | 2025 Form 10-Q | 25 | ||||||
| ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITIONS AND RESULTS OF OPERATIONS. | ||
This section presents management’s perspective on our financial condition and results of operations. The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this Quarterly Report on Form 10-Q, including the Condensed Consolidated Financial Statements and related Notes, and should be read in conjunction with the accompanying tables. To the extent that this discussion describes prior performance, the descriptions relate only to the periods listed, which may not be indicative of our future financial outcomes. In addition to historical information, this discussion contains forward-looking statements that involve risks, uncertainties and assumptions that could cause results to differ materially from management’s expectations. Factors that could cause such differences are discussed in the section titled “Cautionary Note Regarding Forward-Looking Statements” in this Quarterly Report on Form 10-Q and the sections titled “Cautionary Note Regarding Forward-Looking Statements,” “Summary Risk Factors” and “Risk Factors” in our 2024 Annual Report on Form 10-K. The risks and uncertainties described in our 2024 Annual Report on Form 10-K are not the only risks and uncertainties we face. Additional risks and uncertainties not presently known to us or that we currently deem immaterial may also materially adversely affect our business, financial condition, or results of operations. We assume no obligation to update any of these forward-looking statements.
Unless otherwise noted, all dollars are in thousands. In certain cases, numbers and percentages in the tables below may not foot due to rounding.
Overview
We are 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 the approximately 67 million Medicare-eligible Americans, as well as the nearly 11,000 Americans becoming eligible each day, enrolling in a health insurance plan is confusing and difficult. Seemingly small differences between health plans may lead to significant out-of-pocket costs or lack of access to critical providers and medicines. We aim to simplify the process by offering education, comparison guidance, transparency and choice. Our high-touch consumer care team provides advice informed by consumers’ specific needs, transparency of health plan benefits and fit.
Update on Business Trends and Strategy
Consistent with our expectation, we continue to observe significant changes to the Medicare Advantage landscape. Specifically, health plans have tightened plan economics by reducing prefunded marketing spend, adjusting broker compensation structures, and eliminating or consolidating low-margin plans. In some cases, consumer-preferred plans were designated as non-commissionable. We believe that these actions reflect a clear industry shift toward retention and stability rather than broad enrollment growth and believe this trend will continue through the 2025 AEP season.
In light of these dynamics, in the third quarter of 2025 we scaled back our Medicare Advantage activity for the 2025 AEP season and continued our focus on GoHealth Protect. To preserve strategic flexibility, we have adopted and will continue to pursue a disciplined focus on retention of current customers over volume of new sales and a focus on cash preservation. This scale back is expected to continue through the 2025 AEP season in the fourth quarter and result in reduced revenues when compared to the prior year. We are pursuing initiatives aimed at reducing costs, increasing effectiveness and optimizing cash flow. As part of those initiatives, we intend to focus our efforts on a reduction in infrastructure costs, including with respect to our technology platform and underlying network infrastructures. In the third quarter of 2025, we implemented additional cash management initiatives to further reduce operating expenses and improve cash flows.
In November 2025, we issued Worker Adjustment and Retraining Notification (WARN) Act notices to approximately 487 employees in relation to a reduction in force (“RIF”) at the Company's Chicago headquarters and remote workforce around the country. This decision was made after a thorough review of market conditions, favoring conservation of capital in the near-term amidst widespread pullback in benefits and offerings across Medicare Advantage health plans.
On August 6, 2025, the Company entered into a number of strategic capital and governance actions intended to enhance the Company’s financial flexibility, long-term positioning, and value for stockholders, as well as allowing for the pursuit of strategic alternatives, such as consolidation in a fragmented broker landscape. In furtherance of this effort, the Board of Directors established a new board-level committee called the “Transformation Committee,” which has the exclusive power and authority to review, formulate and negotiate, and recommend to the Board of Directors for approval, various strategic alternatives, including, among others, refinancings, securitizations, mergers, acquisitions or restructurings.
| Ownership | ||
GoHealth, Inc. is the sole managing member of GHH, LLC. Although we have a minority economic interest in GHH, LLC, we have the sole voting interest in, and control of the business and affairs of, GHH, LLC and its direct and indirect subsidiaries. As a result, GoHealth, Inc. consolidates GHH, LLC and records significant non-controlling interest in a consolidated entity in GoHealth, Inc.’s Condensed Consolidated Financial Statements for the economic interest in GHH, LLC held directly or indirectly
| GoHealth, Inc. | 2025 Form 10-Q | 26 | ||||||
by the Continuing Equity Owners. The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentage for the three and nine months ended September 30, 2025 was 47.2% and 51.5%, respectively. The non-controlling interest holders' weighted average ownership percentage for the three and nine months ended September 30, 2024 was 55.9% and 56.3%, respectively.
The percentage ownership of total shares of Class A and Class B common stock issued and outstanding as of September 30, 2025, is as follows:
The percentage of ownership noted above is inclusive of only Class A and Class B common stock issued and outstanding. It does not include the Series A redeemable convertible preferred stock or the impact of any conversion of such, should a conversion occur. For more information on the Series A redeemable convertible preferred stock, please refer to Note 5, “Stockholders' Equity (Deficit)” of the Notes to the Condensed Consolidated Financial Statements.
GoHealth, Inc. is subject to U.S. federal, state and local income taxes with respect to our allocable share of any taxable income of GHH, LLC and is taxed at the prevailing corporate tax rates. In addition to tax expenses, we also incur expenses related to our status as a public company, plus payment obligations under the Tax Receivable Agreement (“TRA”), which could be significant. We intend to cause GHH, LLC to make distributions to us in an amount sufficient to allow us to pay these expenses and fund any payments due under the TRA.
| GoHealth, Inc. | 2025 Form 10-Q | 27 | ||||||
| Results of Operations | ||
The following is our consolidated results of operations for the three and nine months ended September 30, 2025 and 2024:
| Three months ended Sep. 30, | Nine months ended Sep. 30, | |||||||||||||||||||||||||
| (in thousands) | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net revenues | 34,186 | 118,292 | 349,206 | 409,762 | ||||||||||||||||||||||
| Operating expenses: | ||||||||||||||||||||||||||
| Revenue share | 20,095 | 19,683 | 91,777 | 78,376 | ||||||||||||||||||||||
| Marketing and advertising | 17,471 | 45,270 | 112,937 | 136,049 | ||||||||||||||||||||||
| Consumer care and enrollment | 17,201 | 45,556 | 95,119 | 132,731 | ||||||||||||||||||||||
| Technology | 9,970 | 9,801 | 27,220 | 28,921 | ||||||||||||||||||||||
| General and administrative | 27,689 | 17,140 | 72,284 | 50,457 | ||||||||||||||||||||||
| Amortization of intangible assets | 23,514 | 23,514 | 70,542 | 70,542 | ||||||||||||||||||||||
| Indefinite and long-lived asset impairment charges | 206,163 | — | 259,961 | — | ||||||||||||||||||||||
| Total operating expenses | 322,103 | 160,964 | 729,840 | 497,076 | ||||||||||||||||||||||
| Income (loss) from operations | (287,917) | (42,672) | (380,634) | (87,314) | ||||||||||||||||||||||
| Interest expense | 24,762 | 19,086 | 57,661 | 55,133 | ||||||||||||||||||||||
| Loss on extinguishment of debt | 1,655 | — | 1,655 | — | ||||||||||||||||||||||
| Gain on bargain purchase | — | (77,363) | — | (77,363) | ||||||||||||||||||||||
| Other (income) expense, net | 70 | 250 | (520) | 332 | ||||||||||||||||||||||
| Income (loss) before income taxes | (314,404) | 15,355 | (439,430) | (65,416) | ||||||||||||||||||||||
| Income tax (benefit) expense | (486) | (11) | 263 | (122) | ||||||||||||||||||||||
| Net income (loss) | (313,918) | 15,366 | (439,693) | (65,294) | ||||||||||||||||||||||
| Net income (loss) attributable to non-controlling interests | (148,072) | 8,591 | (215,162) | (36,857) | ||||||||||||||||||||||
| Net income (loss) attributable to GoHealth, Inc. | $ | (165,846) | $ | 6,775 | $ | (224,531) | $ | (28,437) | ||||||||||||||||||
| Non-GAAP financial measures: | ||||||||||||||||||||||||||
| EBITDA | $ | (262,620) | $ | 60,860 | $ | (302,073) | $ | 68,679 | ||||||||||||||||||
| Adjusted EBITDA | $ | (47,090) | $ | (12,106) | $ | (16,325) | $ | 2,479 | ||||||||||||||||||
| Net Income (Loss) Margin | (918.3)% | 13.0% | (125.9) | % | (15.9) | % | ||||||||||||||||||||
| Adjusted EBITDA Margin | (137.7)% | (10.2)% | (4.7) | % | 0.6 | % | ||||||||||||||||||||
The following is our net revenues for the three and nine months ended September 30, 2025 and 2024:
Net revenues | Three months ended Sep. 30, | |||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||
| $ | 34,186 | $ | 118,292 | $ | (84,106) | (71.1) | % | |||||||||||||||||||
| Nine months ended Sep. 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||
| $ | 349,206 | $ | 409,762 | $ | (60,556) | (14.8) | % | |||||||||||||||||||
The decrease for the three months ended September 30, 2025 compared to the prior year period was primarily attributable to the scale back of our Medicare Advantage activity in response to tightening health plan economics, partially offset by the launch of GoHealth Protect during the second quarter of 2025. The decrease for the nine months ended September 30, 2025 compared to the prior year period was primarily attributable to the scale back of our Medicare Advantage activity in response to tightening health plan economics and a higher proportion of agency revenue compared to non-agency revenue due to changes in carrier mix within the non-agency channel, consumer needs and market dynamics. The decrease was partially offset by the launch of GoHealth Protect during the second quarter of 2025.
The following are our key components of operating expenses and results thereof for the three and nine months ended September 30, 2025 and 2024:
| GoHealth, Inc. | 2025 Form 10-Q | 28 | ||||||
| Revenue share | Three months ended Sep. 30, | % of Net Revenues | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | 20,095 | $ | 19,683 | $ | 412 | 2.1 | % | 58.8% | 16.6% | |||||||||||||||||||||||||||||
| Nine months ended Sep. 30, | % of Net Revenues | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | 91,777 | $ | 78,376 | $ | 13,401 | 17.1 | % | 26.3% | 19.1% | |||||||||||||||||||||||||||||
The increases for the three and nine months ended September 30, 2025 compared to the prior year periods were primarily attributable to an increase in Submissions generated by our external agents, which increased the amount of expense we recognized pursuant to our revenue-sharing agreements with our external partners. During the second quarter of 2025, we ended our vConnect program, which enabled our external agents to support enrollment and engagement activities through the non-agency channel. As such, beginning in the second quarter of 2025 our external agents enroll beneficiaries solely through the agency channel.
| Marketing and advertising expense | Three months ended Sep. 30, | % of Net Revenues | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | 17,471 | $ | 45,270 | $ | (27,799) | (61.4) | % | 51.1% | 38.3% | |||||||||||||||||||||||||||||
| Nine months ended Sep. 30, | % of Net Revenues | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | 112,937 | $ | 136,049 | $ | (23,112) | (17.0) | % | 32.3% | 33.2% | |||||||||||||||||||||||||||||
The decrease for the three months ended September 30, 2025 compared to the prior year period was primarily attributable to an intentional pullback on marketing and advertising spend during the quarter, reflecting our decision to scale back our Medicare Advantage activity. The decrease for the nine months ended September 30, 2025 compared to the prior year period was primarily attributable to an intentional pullback on marketing and advertising spend during the second and third quarters, reflecting our deliberate decision to scale back our Medicare Advantage activity and shift in focus to the launch of GoHealth Protect, partially offset by an increase in our marketing and advertising spend to generate more qualified prospects during the first quarter of 2025.
Consumer care and enrollment | Three months ended Sep. 30, | % of Net Revenues | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | 17,201 | $ | 45,556 | $ | (28,355) | (62.2) | % | 50.3% | 38.5% | |||||||||||||||||||||||||||||
| Nine months ended Sep. 30, | % of Net Revenues | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | 95,119 | $ | 132,731 | $ | (37,612) | (28.3) | % | 27.2% | 32.4% | |||||||||||||||||||||||||||||
The decreases for the three and nine months ended September 30, 2025 compared to the prior year periods were primarily attributable to a reduced agent headcount, partially offset by an increased agent headcount associated with the e-TeleQuote acquisition.
| Technology expense | Three months ended Sep. 30, | % of Net Revenues | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | 9,970 | $ | 9,801 | $ | 169 | 1.7 | % | 29.2% | 8.3% | |||||||||||||||||||||||||||||
| Nine months ended Sep. 30, | % of Net Revenues | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | 27,220 | $ | 28,921 | $ | (1,701) | (5.9) | % | 7.8% | 7.1% | |||||||||||||||||||||||||||||
The slight increase for the three months ended September 30, 2025 compared to the prior year period was primarily attributable to increases in depreciation and amortization expense and capitalized labor costs, partially offset by a decreased headcount in our technology support functions. The decrease for the nine months ended September 30, 2025 compared to the prior year period was primarily attributable to decreased headcount in our technology support functions.
| GoHealth, Inc. | 2025 Form 10-Q | 29 | ||||||
| General and administrative expense | Three months ended Sep. 30, | % of Net Revenues | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| 27,689 | $ | 17,140 | $ | 10,549 | 61.5 | % | 81.0% | 14.5% | ||||||||||||||||||||||||||||||
| Nine months ended Sep. 30, | % of Net Revenues | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | 72,284 | $ | 50,457 | $ | 21,827 | 43.3 | % | 20.7% | 12.3% | |||||||||||||||||||||||||||||
The increases for the three and nine months ended September 30, 2025 compared to the prior year periods were primarily attributable to increases in expense related to legal and professional fees.
| Amortization of intangible assets | Three months ended Sep. 30, | % of Net Revenues | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| 23,514 | $ | 23,514 | $ | — | — | % | 68.8% | 19.9% | ||||||||||||||||||||||||||||||
| Nine months ended Sep. 30, | % of Net Revenues | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | 70,542 | $ | 70,542 | $ | — | — | % | 20.2% | 17.2% | |||||||||||||||||||||||||||||
Amortization of intangible assets expense was $23.5 million for both the three months ended September 30, 2025 and 2024 and $70.5 million for both the nine months ended September 30, 2025 and 2024. Amortization of intangible assets expense relates to the amortization of developed technology and customer relationships.
Indefinite and long-lived asset impairment charges | Three months ended Sep. 30, | % of Net Revenues | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | 206,163 | $ | — | $ | 206,163 | NM | 603.1% | —% | ||||||||||||||||||||||||||||||
| Nine months ended Sep. 30, | % of Net Revenues | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| 259,961 | $ | — | $ | 259,961 | NM | 74.4% | —% | |||||||||||||||||||||||||||||||
NM = Not meaningful
During the three months ended September 30, 2025, the Company determined that the fair value of its indefinite-lived trade names and long-lived assets were impaired because of reduced forecasted cash flows under our updated business plan. As a result, the Company recorded intangible asset impairment charges of $206.2 million and $260.0 million for the three and nine months ended September 30, 2025, respectively, to write down the carrying values of the indefinite-lived trade names and definite-lived amortizable intangible assets to zero. The Company also recorded impairment charges related to capitalized software, property and equipment of $22.7 million for the three and nine months ended September 30, 2025 and impairment charges related to right-of-use assets of $4.5 million and $5.3 million for the three and nine months ended September 30, 2025, respectively.
| Interest expense | Three months ended Sep. 30, | % of Net Revenues | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| 24,762 | $ | 19,086 | $ | 5,676 | 29.7 | % | 72.4% | 16.1% | ||||||||||||||||||||||||||||||
| Nine months ended Sep. 30, | % of Net Revenues | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | 57,661 | $ | 55,133 | $ | 2,528 | 4.6 | % | 16.5% | 13.5% | |||||||||||||||||||||||||||||
The increases for the three and nine months ended September 30, 2025 compared to the prior year period was primarily attributable to higher interest rates on our Existing Term Loan Facilities as well as an increase in our outstanding borrowings.
| GoHealth, Inc. | 2025 Form 10-Q | 30 | ||||||
| Loss on extinguishment of debt | Three months ended Sep. 30, | % of Net Revenues | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| 1,655 | $ | — | $ | 1,655 | NM | 4.8% | —% | |||||||||||||||||||||||||||||||
| Nine months ended Sep. 30, | % of Net Revenues | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | 1,655 | $ | — | $ | 1,655 | NM | 0.5% | —% | ||||||||||||||||||||||||||||||
We recognized a loss on extinguishment of debt of $1.7 million for the three and nine months ended September 30, 2025 pursuant to the Company’s entry into Amendment No. 14 to the Existing Credit Agreement and the Superpriority Credit Agreement.
| Gain on bargain purchase | Three months ended Sep. 30, | % of Net Revenues | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| — | $ | (77,363) | $ | 77,363 | (100.0) | % | —% | (65.4)% | ||||||||||||||||||||||||||||||
| Nine months ended Sep. 30, | % of Net Revenues | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | — | $ | (77,363) | $ | 77,363 | (100.0) | % | —% | (18.9)% | |||||||||||||||||||||||||||||
We recognized a gain on bargain purchase of $77.4 million for both the three and nine months ended September 30, 2024 related to the e-TeleQuote acquisition. The gain represents the excess of the acquisition-date fair value of the net assets acquired over the acquisition-date fair value of the consideration transferred.
| Non-GAAP Financial Measures | ||
We use supplemental measures of our performance that are derived from our consolidated financial information, but which are not presented in our Condensed Consolidated Financial Statements prepared in accordance with GAAP. These non-GAAP financial measures include net income (loss) before interest expense, income tax (benefit) expense and depreciation and amortization expense, or EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin. Adjusted EBITDA is the primary non-GAAP financial performance measure used by management to evaluate the business and to monitor its results of operations. Adjusted EBITDA represents, as applicable for the period, EBITDA as further adjusted for certain items summarized in the table furnished below. Adjusted EBITDA Margin represents Adjusted EBITDA divided by net revenues.
We use non-GAAP financial measures to supplement financial information presented on a GAAP basis. We believe that excluding certain items from our GAAP results allows management to better understand our consolidated financial performance from period to period and better project our future consolidated financial performance as forecasts are developed at a level of detail different from that used to prepare GAAP-based financial measures. Moreover, we believe these non-GAAP financial measures provide our stakeholders with useful information to help them evaluate our operating results by facilitating an enhanced understanding of our operating performance and enabling them to make more meaningful period to period comparisons. Adjusted EBITDA is used as a basis for certain compensation programs sponsored by the Company. There are limitations to the use of the non-GAAP financial measures presented in this Quarterly Report on Form 10-Q. For example, our non-GAAP financial measures may not be comparable to similarly titled measures of other companies. Other companies, including companies in our industry, may calculate non-GAAP financial measures differently than we do, limiting the usefulness of those measures for comparative purposes.
The non-GAAP financial measures are not meant to be considered as indicators of performance in isolation from or as a substitute for the most directly comparable measures prepared in accordance with GAAP, and should be read only in conjunction with financial information presented on a GAAP basis. Reconciliations of EBITDA, Adjusted EBITDA and Adjusted EBITDA Margin to their most directly comparable GAAP financial measures are presented in the tables furnished below in this Quarterly Report on Form 10-Q. We encourage you to review the reconciliations in conjunction with the presentation of the non-GAAP financial measures for each of the periods presented. In future periods, we may exclude similar items, may incur income and expenses similar to these excluded items and may include other expenses, costs and non-routine items.
The following table sets forth the reconciliations of GAAP net income (loss) to EBITDA and Adjusted EBITDA for the periods presented:
| GoHealth, Inc. | 2025 Form 10-Q | 31 | ||||||
| Three months ended Sep. 30, | Nine months ended Sep. 30, | |||||||||||||||||||||||||
| Non-GAAP Financial Measures | 2025 | 2024 | 2025 | 2024 | ||||||||||||||||||||||
| Net revenues | $ | 34,186 | $ | 118,292 | $ | 349,206 | $ | 409,762 | ||||||||||||||||||
| Net income (loss) | (313,918) | 15,366 | (439,693) | (65,294) | ||||||||||||||||||||||
| Interest expense | 24,762 | 19,086 | 57,661 | 55,133 | ||||||||||||||||||||||
| Income tax expense (benefit) | (486) | (11) | 263 | (122) | ||||||||||||||||||||||
| Depreciation and amortization expense | 27,022 | 26,419 | 79,696 | 78,962 | ||||||||||||||||||||||
| EBITDA | (262,620) | 60,860 | (302,073) | 68,679 | ||||||||||||||||||||||
Indefinite and long-lived asset impairment charges(1) | 206,163 | — | 259,675 | — | ||||||||||||||||||||||
Loss on extinguishment of debt(2) | 1,655 | — | 1,655 | — | ||||||||||||||||||||||
Share-based compensation expense (benefit)(3) | 3,496 | 2,859 | 6,164 | 6,534 | ||||||||||||||||||||||
Professional services(4) | 3,327 | 818 | 10,708 | 818 | ||||||||||||||||||||||
Legal fees(5) | 889 | 654 | 3,731 | 1,331 | ||||||||||||||||||||||
Severance costs(6) | — | 66 | 3,815 | 2,480 | ||||||||||||||||||||||
Gain on bargain purchase(7) | — | (77,363) | — | (77,363) | ||||||||||||||||||||||
| Adjusted EBITDA | $ | (47,090) | $ | (12,106) | $ | (16,325) | $ | 2,479 | ||||||||||||||||||
Net Income (Loss) Margin | (918.3) | % | 13.0 | % | (125.9) | % | (15.9) | % | ||||||||||||||||||
| Adjusted EBITDA Margin | (137.7) | % | (10.2) | % | (4.7) | % | 0.6 | % | ||||||||||||||||||
(1)Represents indefinite-lived intangible asset, definite-lived intangible asset, capitalized software and other long-lived asset impairment charges for the three and nine months ended September 30, 2025. For the nine months ended September 30, 2025, the amount includes gains of $0.3 million from the remeasurement of the lease liability and adjustment of the ROU asset (which was previously impaired) related to the early termination of leases during the first half of the fiscal year. For more information, refer to Note 10, Leases.
(2)Represents the loss on debt extinguishment related to entry into Amendment No. 14 to the Existing Credit Agreement and the Superpriority Credit Agreement. For more information, refer to Note 4, Long-Term Debt.
(3)Represents non-cash share-based compensation expense (benefit) relating to equity awards as well as share-based compensation expense (benefit) relating to liability classified awards that will be settled in cash.
(4)Represents costs associated with non-routine consulting fees and other professional services.
(5)Represents legal fees, settlement accruals and other expenses related to certain acquisitions, litigation, Existing Credit Agreement amendments or new credit agreements and other non-routine legal or regulatory matters.
(6)Represents severance costs and other fees associated with a reduction in workforce unrelated to restructuring activities.
(7)Represents the excess of the acquisition-date fair value of the net assets acquired over the acquisition-date fair value of the consideration transferred related to the acquisition of e-TeleQuote during the three months ended September 30, 2024.
Adjusted EBITDA | Three months ended Sep. 30, | % of Net Revenues | ||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | (47,090) | $ | (12,106) | $ | (34,984) | 289.0 | % | (137.7) | % | (10.2) | % | |||||||||||||||||||||||||||
| Nine months ended Sep. 30, | % of Net Revenues | |||||||||||||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | 2025 | 2024 | |||||||||||||||||||||||||||||||||
| $ | (16,325) | $ | 2,479 | $ | (18,804) | (758.5) | % | (4.7) | % | 0.6 | % | |||||||||||||||||||||||||||
The decrease for the three months ended September 30, 2025 compared to the prior year period was primarily due to a decrease in net revenues related to a deliberate decision to scale back our Medicare Advantage activity, partially offset by a reduction in marketing and advertising and consumer care and enrollment expenses. The decrease for the nine months ended September 30, 2025 compared to the prior year period was primarily due to a decrease in net revenues, partially offset by improved operating efficiencies enabled by agent productivity, targeted marketing and enhancements in our proprietary technology during the first half of the fiscal year.
| Key Business Performance and Operating Metrics | ||
In addition to traditional financial metrics, we rely upon certain business and operating metrics to evaluate our business performance and facilitate our operations. The most relevant business and operating metrics for our single operating and reportable segment are furnished in the tables below (unaudited).
Beginning in the quarter ended June 30, 2025, we revised the definitions of certain business and operating metrics to reflect our recent expansion into GoHealth Protect. This revised presentation aligns with how we currently manage our operations. We did not revise prior periods’ metrics because GoHealth Protect was not significant prior to the second quarter of 2025.
The following are our Submissions, Sales per Submission and Direct Operating Cost per Submission for the periods presented:
| GoHealth, Inc. | 2025 Form 10-Q | 32 | ||||||
| Three months ended Sep. 30, | Nine months ended Sep. 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Submissions | 72,183 | 166,195 | 516,286 | 534,737 | ||||||||||||||||||||||
Sales per Submission | $ | 461 | $ | 702 | 669 | $ | 761 | |||||||||||||||||||
Direct Operating Cost per Submission | $ | 756 | $ | 663 | 579 | $ | 647 | |||||||||||||||||||
Submissions
Submissions are counted when an individual either (i) completes a Medicare application with our licensed agent that is submitted to the health plan partner and subsequently approved by the health plan partner during the indicated period, (ii) is transferred by our agent to the health plan partner through the Encompass operating model during the indicated period, or (iii) completes a GoHealth Protect application with our licensed agent that is submitted, approved by the health plan partner, and for which the payment information was received by the health plan partner during the indicated period.
The following table presents the number of Submissions for the periods presented:
Submissions | Three months ended Sep. 30, | |||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | |||||||||||||||||||||||
| 72,183 | 166,195 | (94,012) | (56.6) | % | ||||||||||||||||||||||
| Nine months ended Sep. 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | Change | % Change | |||||||||||||||||||||||
| 516,286 | 534,737 | (18,451) | (3.5) | % | ||||||||||||||||||||||
The decrease for the three months ended September 30, 2025 compared to the prior year period was primarily attributable to a decrease in Submissions generated by GoHealth’s internal network of agents, partially offset by the ramp up of GoHealth Protect since its launch during the second quarter of 2025. The decrease for the nine months ended September 30, 2025 compared to the prior year period was primarily attributable to a decrease in Submissions generated by GoHealth’s internal network of agents. The decrease was partially offset by an increase in Submissions generated by our external agents, an increased agent headcount as a result of the e-TeleQuote acquisition and the launch of GoHealth Protect during the second quarter of 2025.
Sales per Submission
Sales per Submission is an operating metric that represents the average performance of Submissions generated during the reporting period. Sales per Submission refers to (x) the sum of (i) aggregate Medicare commissions estimated to be collected over the estimated life of all commissionable Submissions for the relevant period based on multiple factors, including but not limited to, contracted commission rates, health plan partner mix and expected policy persistency with applied constraints, excluding revenue adjustments recorded in the period, but relating to performance obligations satisfied in prior periods, (ii) Medicare non-agency revenue, (iii) Medicare partner marketing and other revenue and (iv) consideration estimated to be collected for GoHealth Protect for the relevant period based on multiple factors, including but not limited to, contracted rates, average premium levels and persistency, divided by (y) the number of Submissions for such period. Sales per Submission measures revenues only from the Submissions generated in the period and excludes items that are unrelated to such Submissions. Sales per Submission is not meant to be considered as an indicator of financial performance in isolation from or as a substitute for the Company’s net revenues. Management uses this metric to measure the performance of the Submissions generated in a reporting period by reviewing and presenting average performance on a per Submission basis over time.
The numerator of Sales per Submission includes revenues generated by Submissions produced in the reporting period through both our agency and non-agency models. The mix of agency and non-agency contracts could impact Sales per Submission. The Company has a portfolio of agency and non-agency contracts, varying by health plan partner and product, and the mix of these contracts is dependent on the plans most suitable for the consumers we serve.
Agency revenue refers to the expected amount of initial commission revenue and any renewal commissions to be paid from the health plan partners on such placement as long as the policyholder remains with the same insurance product. The estimate of the future renewal commissions is determined by using the contracted renewal commission rates constrained by a persistency-adjusted renewal period. The persistency-adjusted renewal period is determined based on our historical experience and available industry and health plan partner historical data. Persistency adjustments allow us to estimate renewal revenue only to the extent probable that a material reversal in revenue would not be expected to occur. These factors may result in varying values from period to period. See “Risk Factors—Risks Related to Our Business—Our operating results may be adversely impacted by factors that impact our estimate of LTV” in our 2024 Annual Report on Form 10-K. Agency revenue includes partner marketing revenue, in which the Company is compensated by its health plan partners for providing marketing services over a predetermined measurement period. The Company recognizes partner marketing revenue over the measurement period as Submissions are generated and generally gets paid a fixed fee per Submission that results in either a policy effectuating or staying in-force through the rapid disenrollment period, or 90 days post-effectuation.
| GoHealth, Inc. | 2025 Form 10-Q | 33 | ||||||
Non-agency revenue refers to Medicare enrollment and engagement services for which cash is collected in advance or in close proximity to the point in time revenue is recognized, with the amount of variable consideration generally resolved within 90 days of when the related policy effectuates. Non-agency revenue also includes enrollment related services through GoHealth Protect, a suite of products to cover unexpected life events, including guaranteed acceptance life insurance. Revenue is recognized at the point in time the enrollment is submitted, approved by the health plan partner, and for which the payment information was received by the health plan partner. The Company estimates the amount of variable consideration that it expects to receive based on expectations as to future retention rates and average premium levels. The Company does not receive commissions on subsequent renewals for non-agency Submissions. For more information on the Company’s agency and non-agency revenue, refer to Note 9, “Revenue.”
The following table presents the Sales per Submission for the periods presented:
Sales per Submission | Three months ended Sep. 30, | |||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||
| $ | 461 | $ | 702 | $ | (241) | (34.3) | % | |||||||||||||||||||
| Nine months ended Sep. 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||
| $ | 669 | $ | 761 | $ | (92) | (12.1) | % | |||||||||||||||||||
The decreases for the three and nine months ended September 30, 2025 compared to the prior year periods were primarily attributable to the shift in focus to GoHealth Protect. The guaranteed acceptance life insurance product produces lower revenues on a per-submission basis compared to Medicare products. The decreases were also attributable to a shift from non-agency to agency revenue as a result of changing carrier mix within the non-agency channel.
Direct Operating Cost per Submission
Direct Operating Cost per Submission is an operating metric that represents the average performance of Submissions generated during the reporting period. Direct Operating Cost per Submission measures costs directly attributable to Submissions generated in the period and excludes costs that are indirect or fixed. The numerator of Direct Operating Cost per Submission, referred to as Direct Operating Cost of Submission, is the portion of the respective operating expenses for revenue share, marketing and advertising and consumer care and enrollment that are directly related to the Submissions generated in the reporting period. Management uses this metric to measure the cost of the Submissions generated in a reporting period by reviewing and presenting average cost on a per Submission basis over time.
Revenue share represents variable expense related to agency and non-agency Submissions generated in the reporting period by our external agents with whom we have a revenue-sharing arrangement. These amounts exclude items that are unrelated to Submissions generated in the reporting period such as the impact to revenue share resulting from revenue adjustments recorded in the period, but relating to performance obligations satisfied in prior periods by our external agents. Marketing and advertising expense consists primarily of expenses associated with acquiring consumers through the Company’s direct, online advertising and marketing partner channels as well as through online, television and direct mail advertisements. A significant portion of our marketing and advertising expenses is driven by the number of health insurance applications submitted through us. Such costs are direct and variable with Submissions. These amounts exclude items that are unrelated to Submissions generated in the reporting period such as share-based compensation expense and other expenses unrelated to Medicare. Consumer care and enrollment expenses primarily consist of compensation and benefits costs for enrollment personnel who assist consumers during the health plan enrollment and application processes and such expenses are generally variable with Submissions. These amounts exclude items that are unrelated to Submissions generated in the reporting period such as share-based compensation expense and other expenses unrelated to Medicare.
The following table presents the Direct Operating Cost per Submission for the periods presented:
Direct Operating Cost per Submission | Three months ended Sep. 30, | |||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||
| $ | 756 | $ | 663 | $ | 93 | 14.0 | % | |||||||||||||||||||
| Nine months ended Sep. 30, | ||||||||||||||||||||||||||
| 2025 | 2024 | $ Change | % Change | |||||||||||||||||||||||
| $ | 579 | $ | 647 | $ | (68) | (10.5) | % | |||||||||||||||||||
The increase in Direct Operating Cost per Submission for the three months ended September 30, 2025 compared to the prior year period was primarily attributable to an increase in the proportionate share of Submissions by external agents generated by GoHealth’s external network of agents compared to internal agents, partially offset by a decrease in consumer care and enrollment and marketing expenses. The decrease in Direct Operating Cost per Submission for the nine months ended September 30, 2025 compared to the prior year period was primarily attributable to improvements in agent productivity through enhanced training programs and investments in our technology during the first half of the year. Our continued focus on Direct
| GoHealth, Inc. | 2025 Form 10-Q | 34 | ||||||
Operating Cost per Submission enables us to effectively manage expenses and investments in a highly regulated industry where benefits and contracting dynamics change annually, and consumer behavior can vary.
Sales/Direct Operating Cost of Submission
Sales/Direct Operating Cost of Submission represents the numerator of Sales per Submission, as defined above, divided by Direct Operating Cost of Submission, as defined above.
The following are our Direct Operating Cost of Submission (in thousands) and Sales/Direct Operating Cost of Submission for the periods presented:
| Three months ended Sep. 30, | Nine months ended Sep. 30, | |||||||||||||||||||||||||
| 2025 | 2024 | 2025 | 2024 | |||||||||||||||||||||||
Direct Operating Cost of Submission | $ | 54,547 | $ | 110,245 | $ | 299,036 | $ | 346,112 | ||||||||||||||||||
Sales/Direct Operating Cost of Submission | 0.6 | 1.1 | 1.2 | 1.2 | ||||||||||||||||||||||
The decrease in Direct Operating Cost of Submission for the three months ended September 30, 2025 compared to the prior year period was primarily attributable to decreases in marketing and advertising expenses, consumer care and enrollment expenses and revenue share. The decrease in Direct Operating Cost of Submission for the nine months ended September 30, 2025 compared to the prior year period was primarily attributable to decreases in marketing and advertising and consumer care and enrollment expenses, partially offset by an increase in revenue share. The decrease in Sales/Direct Operating Cost of Submission for the three months ended September 30, 2025 compared to the prior year period was primarily attributable to the shift in focus to GoHealth Protect. The guaranteed acceptance life insurance product produces lower revenues on a per-Submission basis compared to Medicare products. The decrease was also attributable to a shift from non-agency to agency revenue as a result of changing carrier mix within the non-agency channel. Sales/Direct Operating Cost of Submission was flat for the nine months ended September 30, 2025 compared to the prior year period as GoHealth Protect contributed to a larger mix of total Submissions.
Liquidity and Capital Resources
Overview
Our liquidity needs primarily include working capital and debt service requirements, including ongoing cash interest payments related to its outstanding borrowings. At September 30, 2025, cash and cash equivalents totaled $32.1 million. Short-term liquidity needs will primarily be funded through cash from operating activities, cash and cash equivalents, and the proceeds from, and delayed drawings available under, the Superpriority New Money Term Loans. In connection with the filing of this Quarterly Report on Form 10-Q, management assessed known events, trends, commitments, and uncertainties. Based on its evaluation, and following the entry into the Superpriority Credit Agreement and Amendment No. 14, management believes the Company’s current sources of liquidity will be sufficient to meet its projected operating requirements and debt obligations for the twelve months from the date of this Quarterly Report on Form 10-Q.
However, our liquidity condition may deteriorate and/or we may be unable to comply with the financial covenants under our debt agreements, including the minimum liquidity covenant in the Superpriority Credit Agreement. In the event we are unable to satisfy our financial covenants, our lenders may not waive compliance and could elect to declare a default or event of default and accelerate the repayment of our borrowings. To mitigate these uncertainties, management has implemented and is actively pursuing several strategic and operational initiatives, including seeking strategic integration or consolidation opportunities, and further cost reduction and other cash management efforts. Management believes these mitigating initiatives will be executed successfully, however, they cannot assure that they will be able to implement these plans. See Note 1, “Description of Business and Significant Accounting Policies,” to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information regarding the Company’s going concern assessment.
The following table presents a summary of cash flows for the nine months ended September 30, 2025 and 2024:
| Nine months ended Sep. 30, | ||||||||||||||
| (in thousands) | 2025 | 2024 | ||||||||||||
| Net cash provided by (used in) operating activities | $ | (82,873) | $ | (36,211) | ||||||||||
| Net cash provided by (used in) investing activities | (8,248) | 6,025 | ||||||||||||
| Net cash provided by (used in) financing activities | 82,087 | (25,064) | ||||||||||||
Operating Activities
| GoHealth, Inc. | 2025 Form 10-Q | 35 | ||||||
Cash provided by (used in) operating activities primarily consists of net income (loss) adjusted for certain non-cash items including share-based compensation, depreciation and amortization, amortization of intangible assets, amortization of debt discount and issuance costs, operating lease impairment charges, intangible asset impairment charges, accrued interest payable in kind, deferred tax liability, non-cash lease expense and the effect of changes in working capital and other activities.
Collection of commissions receivable depends upon the timing of the receipt of commission payments. If there were to be a delay in receiving a commission payment from a health plan partner within a quarter, the operating cash flows for that quarter could be adversely impacted.
A significant portion of marketing and advertising expense is driven by the number of qualified prospects required to generate the Submissions. Marketing and advertising costs are expensed and generally paid as incurred and since commissions revenue is recognized upon approval of a Submission but commission payments are paid to us over time, there are working capital requirements to fund the upfront cost of acquiring new policies.
Net cash used in operating activities was $82.9 million for the nine months ended September 30, 2025, compared to $36.2 million for the nine months ended September 30, 2024. The $46.7 million increase in net cash used was primarily driven by an increase in net loss of $374.4 million and a decrease in cash from working capital components from accrued liabilities of $16.2 million, commissions receivable of $15.0 million, deferred revenue of $14.8 million and prepaid expenses and other assets of $10.3 million. The increase in net cash used was partially offset by non-cash items including long-lived asset impairment charges of $260.0 million, a gain on bargain purchase of $77.4 million, accrued interest payable in-kind of $27.3 million, loss on extinguishment of debt of $1.7 million as well as net cash from working capital components from accounts receivable of $9.0 million, other liabilities of $6.2 million and commissions payable of $2.4 million.
Investing Activities
Net cash used in investing activities for the nine months ended September 30, 2025 was $8.2 million, compared to net cash provided by investing activities for the nine months ended September 30, 2024 of $6.0 million. The $14.3 million increase in net cash used was primarily driven by the acquisition of e-TeleQuote during the three months ended September 30, 2024.
Financing Activities
Net cash provided by financing activities for the nine months ended September 30, 2025 was $82.1 million, compared to net cash used in financing activities for the nine months ended September 30, 2024 of $25.1 million. The $107.2 million increase in net cash provided was primarily driven by an increase in proceeds from our Class A Revolving Credit Facility and New Money Term Loans and a decrease in repayment of borrowings on our Existing Term Loans.
Credit Facilities
As of September 30, 2025 and December 31, 2024, the Borrower had a principal amount of $501.7 million and $475.0 million outstanding under the Existing Term Loan Facility, respectively. The effective interest rate of the Existing Term Loan Facility was 15.5% and 12.06% as of September 30, 2025 and December 31, 2024, respectively.
As of September 30, 2025, the Borrower had a principal amount of $56.3 million outstanding under the Class A Loans with an effective interest rate of 15.5%. As of December 31, 2024, the Company had a principal amount of $30.0 million outstanding under the Class A Revolving Credit Facility and a remaining capacity of $58.5 million. As of December 31, 2024, the Company had no amounts outstanding and a remaining capacity of $35.0 million under the Class A-1 Revolving Credit Facility. Following the entry into Amendment No. 14, revolving commitments under the Class A Revolving Credit Facility and Class A-1 Revolving Credit Facility were terminated and amounts repaid or prepaid in respect to the Class A Loans may not be reborrowed.
As of September 30, 2025, the Borrower had a principal amount of $43.5 million and $35.0 million outstanding under the New Money Term Loans and Roll-Up Term Loans, respectively. The effective interest rate of the New Money Term Loans and Roll-Up Term Loans was 25.60% as of September 30, 2025.
See Note 4, “Long-Term Debt” to the Condensed Consolidated Financial Statements in this Quarterly Report on Form 10-Q for additional information regarding the Company’s Term Loan Facilities and Revolving Credit Facilities.
Recent Accounting Pronouncements
For a discussion of new accounting pronouncements recently adopted and not yet adopted, see Part 1, Note 1, “Description of Business and Significant Accounting Policies,” to the Condensed Consolidated Financial Statements included elsewhere in this Quarterly Report on Form 10-Q.
Critical Accounting Policies and Estimates
| GoHealth, Inc. | 2025 Form 10-Q | 36 | ||||||
The preparation of the Condensed Consolidated Financial Statements and related disclosures in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of revenues, expenses, assets, liabilities and the disclosure of contingent assets and liabilities. We regularly assess these estimates; however, actual amounts could differ from those estimates. The impact of changes in estimates is recorded in the period in which they become known.
Our critical accounting policies are described under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates” in our 2024 Annual Report on Form 10-K. Except as discussed below, during the three and nine months ended September 30, 2025, there were no material changes to our critical accounting policies from those discussed in our 2024 Annual Report on Form 10-K.
Intangible Assets
The Company recorded long-lived asset impairment charges of $206.2 million and $260.0 million during the three and nine months ended September 30, 2025, respectively, which are included in “Indefinite and long-lived asset impairment charges” on the Condensed Consolidated Statements of Operations.
As part of the Company’s continued cost savings initiatives, the Company is actively looking to terminate or sublease certain office spaces and call centers. These actions resulted in $4.5 million in operating lease impairment charges for the three months ended September 30, 2025 and $5.3 million in operating lease impairment charges for the nine months ended September 30, 2025 which are recorded in “Indefinite and long-lived asset impairment charges” on the Condensed Consolidated Statements of Operations. There were no operating lease impairment charges for the three and nine months ended September 30, 2024. The operating lease impairment charges reduce the carrying value of the associated ROU assets and leasehold improvements to their estimated fair values. The fair values are estimated using a discounted cash flows approach based on forecasted future cash flows expected to be derived from the property based on current sublease market rent, which is considered a level 3 input in the fair value hierarchy, and other key assumptions such as future sublease market conditions and the discount rate.
During the three months ended September 30, 2025 the Company identified indicators of impairment related to its indefinite-lived intangible assets and long-lived assets, primarily related to revised long-term forecasts, reflecting the Company’s intentional pullback on Medicare Advantage activity in response to tightening health plan economics such as a reduction in the number of marketable and/or commissionable plans offered by health plan partners. The revised forecasts led to a reduction in the projected future cash flows associated with the Company’s trade name, developed technology and customer relationships and other long-lived assets, triggering an interim impairment assessment. The Company first tested its indefinite-lived trade name intangible asset. The revised forecast led to a reduction in the projected future cash flows associated with the trade name resulting in a $20.0 million and $73.0 million impairment charge for the three and nine months ended September 30, 2025, respectively, which are included in “Indefinite and long-lived asset impairment charges” on the Condensed Consolidated Statements of Operations. The Company also tested its long-lived assets for impairment by first performing a recoverability test, comparing projected undiscounted cash from the use and eventual disposition of the asset group to its carrying value. The recoverability test indicated that the undiscounted cash flows were not sufficient to recover the carrying value of the Company’s asset group. The Company then compared the fair value of the asset group to its carrying value to measure the amount of impairment to record. The impairment charge was then allocated to individual long-lived assets in accordance with ASC 360. As a result, the Company recorded intangible asset impairment charges of $159.0 million for the three and nine months ended September 30, 2025 to write down the carrying value of its definite-lived amortizable intangible assets to zero. The Company also recorded impairment charges related to capitalized software, property and equipment of $22.7 million for the three and nine months ended September 30, 2025.
Determination of fair value of the trade name involves utilizing the relief-from-royalty under the income approach which contains significant estimates and assumptions including, among others, revenue projections as well as selecting appropriate royalty and discount rates, which are considered a level 3 input in the fair value hierarchy. Determination of the fair value of other long-lived assets involves utilizing the income approach which contains significant estimates and assumptions about forecasted revenue, expenses, and discount rates. While the Company believes the judgments and assumptions are reasonable, different assumptions could change the estimated fair value. Weakening industry or economic trends, disruptions to the Company's business, changes in discount rate assumptions, unexpected significant changes or planned changes in the use of the assets or in the Company’s entity structure are all factors which may adversely impact the assumptions used in the valuation.
| ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. | ||
As a smaller reporting company, we are not required to include disclosure under this item.
| ITEM 4. CONTROLS AND PROCEDURES | ||
Limitations on Effectiveness of Controls and Procedures
In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In
| GoHealth, Inc. | 2025 Form 10-Q | 37 | ||||||
addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected.
Evaluation of Disclosure Controls and Procedures
Our management is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act). Internal control over financial reporting is a process designed under the supervision of the Company’s Chief Executive Officer and Chief Financial Officer, and effected by the Company’s Board of Directors, management and other personnel to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with GAAP and includes those policies and procedures that:
1.Pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and dispositions of the assets of the Company;
2.Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and
3.Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the financial statements.
Our management conducted an evaluation of the effectiveness of our internal control over financial reporting as of September 30, 2025, utilizing the framework in Internal Control-Integrated Framework (2013) established by the Committee of Sponsoring Organizations (COSO) of the Treadway Commission. Our internal control over financial reporting includes policies and procedures that are designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external reporting purposes in accordance with GAAP. Based on this evaluation and those criteria, our management concluded that our internal control over financial reporting was effective as of September 30, 2025.
Our management has concluded that the Condensed Consolidated Financial Statements included in this Quarterly Report on Form 10-Q fairly present, in all material respects, our financial position, results of operations and cash flows as of the dates, and for the periods presented, in conformity with GAAP.
Changes in Internal Control over Financial Reporting
On September 30, 2024 we completed the acquisition of e-TeleQuote. Under guidelines established by the Securities and Exchange Commission, companies are permitted to exclude acquisitions from their assessment of internal control over financial reporting during the first year of an acquisition while integrating the acquired company. In conducting our evaluation of the effectiveness of our internal control over financial reporting, we excluded e-TeleQuote from our evaluation for the quarter ended September 30, 2025.
Other than the foregoing, there were no changes in our internal controls over financial reporting identified in management’s evaluation pursuant to Rules 13a-15(d) or 15d-15(d) of the Exchange Act during the quarter ended September 30, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
| GoHealth, Inc. | 2025 Form 10-Q | 38 | ||||||
| PART II - Other Information | ||
| ITEM 1. LEGAL PROCEEDINGS. | ||
Refer to Note 11, “Commitments and Contingencies,” of the Notes to the Condensed Consolidated Financial Statements for information about legal proceedings.
| ITEM 1A. RISK FACTORS. | ||
We refer you to our 2024 Annual Report on Form 10-K for a discussion of the risk factors that affect our business and financial results. Except as discussed below, there have been no material changes in our risk factors from those disclosed in our 2024 Annual Report on Form 10-K.
Our business may be harmed if we lose our relationship with health plan partners or if our relationships with health plan partners change, particularly if we or our contracted health plan partners temporarily or permanently lose the ability to market and sell Medicare plans.
Our contractual relationships with health plan partners, including those with whom we have health plan partner-branded sales arrangements, are typically non-exclusive and terminable on short notice by either party for any reason. Health plan partners may be unwilling to allow us to sell their insurance products for a variety of reasons, including competitive or regulatory reasons, dissatisfaction with the insureds that we place with them or because they do not want to be associated with our brand. Additionally, in the future, an increasing number of health plan partners may decide to rely on their own internal distribution channels, including traditional in-house agents and their own websites, to sell their own products, which could limit or prohibit us from distributing their products. Also, because we do not have exclusive relationships with health plan partners, health plan partners can and do use our competitors to sell their products.
If a health plan partner is not satisfied with our services, it could cause us to incur additional costs and impact our profitability. For example, a health plan partner could terminate our services, decrease our commissions going forward or restrict our ability to market their products. Moreover, if we fail to meet our contractual obligations to any of our health plan partners, we could be subject to legal liability or lose our health plan partner relationships. In addition, these claims against us may produce negative publicity that could hurt our reputation and business and adversely affect our ability to retain business, find new consumers to sell products to or secure new business with other health plan partners.
In addition, with respect to the Medicare Supplement plans we sell, health plan partners periodically change the criteria they use for determining whether they are willing to insure individuals. Future changes in health plan partners’ underwriting criteria could negatively impact sales of, or the renewal or approval rates of, insurance policies on our platform, which could negatively impact our revenue. Health plan partners may also change benefit offerings or increase premiums on certain products to a significant degree which could result in the loss of beneficiaries for which we are the broker of record.
In the ordinary course of business, the set of health plan partners represented on our platform fluctuates, with health plan partners regularly being added or removed based on various factors such as consumer preferences, market conditions, health plan partner performance, distribution strategies or decisions to exit certain products or markets, the costs of supporting certain health plan partners and the health plan partners’ willingness or desire to work with us. We may decide to terminate our relationship with a health plan partner for a number of reasons and the termination of our relationship with a health plan partner could reduce the variety of insurance products we distribute. In connection with such a termination, we would lose a source of commissions for future sales, and, in a limited number of cases, future commissions for past sales. Our business could also be harmed if we fail to develop new health plan partner relationships or offer consumers a wide variety of insurance products. We and our health plan partners continuously reassess our partnerships and business objectives, and health plan partners that are removed from our platform may be added back in the future, which has in the past and may in the future impact our revenue and financial condition.
We may also lose the ability to market and sell Medicare plans for one or more Medicare health plan partners. The regulations for selling Medicare health insurance are complex and can change frequently. If we, our agents or a health plan partner violate any of the requirements imposed by CMS, or federal or state laws or regulations, a health plan partner may terminate our relationship or take other corrective action against us, or CMS may penalize a health plan partner by suspending, limiting or terminating that health plan partners’ ability to market and sell Medicare plans. Moreover, if any of our health plan partners terminates their relationship with us for cause, we may have to disclose such termination to other health plan partners, which may result in termination of additional health plan partner relationships. Because the Medicare products we sell are sourced from a relatively small number of health plan partners, if we lose the ability to market one of those health plan partners’ Medicare plans, even temporarily, or if one of those health plan partners loses its Medicare product membership, our business, operating results and financial condition could be harmed.
| GoHealth, Inc. | 2025 Form 10-Q | 39 | ||||||
Health plan partners may reduce the commissions paid to us and change their underwriting practices in ways that reduce the number of, or impact the renewal or approval rates of, insurance policies sold through our platform, which could harm our business, operating results and financial condition.
Our commission rates from health plan partners are either set by each health plan partner or negotiated between us and each health plan partner. The commission rates we are paid are, for any given plan for a given consumer, based on a number of factors, including the health plan partners offering those plans, the state of residence of consumers, the laws and regulations in the jurisdictions where the consumer is located and the consumer’s previous Medicare enrollment history (if any). Health plan partners have the right to alter these commission rates with relatively short notice and have altered, and may in the future alter, the commissions paid on certain plans (if at all) or the contractual relationships we have with them, including in certain instances by unilateral amendment of our contracts relating to commission rates or otherwise. CMS may again in the future directly or indirectly implement rules designed to reduce or eliminate agent and broker compensation. For example, CMS could reduce the amount paid by CMS to Medicare Advantage plans or change the regulations and/or timelines applicable to the Medicare Advantage program, which could result in decreased commission rates or reduce health plan partner participation in the Medicare Advantage program. Changes of this nature could result in reduced commissions, or could impact our relationships with such health plan partners and potentially lead to contract termination. Because revenue in the Medicare segments is concentrated in a relatively small number of health plan partners, we are particularly vulnerable to changes in commission rates and changes in the competitiveness of our health plan partners’ Medicare products.
Acquisitions of other businesses or technologies could disrupt and harm our business, operating results and financial condition.
We have in the past acquired businesses and in the future may decide to acquire other businesses, products and technologies. Our ability as an organization to successfully make and integrate acquisitions is unproven. Further, as announced on August 6, 2025, the Company entered into a number of strategic capital and governance actions intended to enhance the Company’s financial flexibility, long-term positioning, and value for stockholders, as well as allowing for the pursuit of potential strategic alternatives, which may include, among others, refinancings, securitizations, mergers, acquisitions or restructurings.
Mergers, acquisitions or other potential strategic alternatives could require significant capital infusions and could involve many risks, including the following:
•a strategic alternative may negatively impact our results of operations because it will require us to incur transaction expenses, and after the transaction, may require us to incur charges and substantial debt or liabilities, may require the amortization, write down or impairment of amounts related to goodwill and other intangible assets, or may cause adverse tax consequences or substantial depreciation charges;
•a strategic alternative undertaken for strategic business purposes may negatively impact our results of operations;
•we may encounter difficulties in assimilating and integrating the business, technologies, products, personnel or operations of companies that we acquire, particularly if key personnel of the acquired company decide not to work for us;
•an acquisition or other potential strategic alternative may disrupt our ongoing business, divert resources, increase our expenses and distract our management;
•we may be required to implement or improve internal controls, procedures and policies appropriate for a public company at a business that prior to the strategic alternative lacked these controls, procedures and policies;
•the acquired businesses may have unexpected liabilities that we will be forced to assume;
•the acquired businesses, products or technologies may not generate sufficient revenue to offset acquisition costs or to maintain our financial results; and
•acquisitions or other potential strategic alternatives may involve the entry into geographic or business markets in which we have little or no prior experience, such as our acquisition of Creatix, which had operations in Slovakia.
We may not be able to identify or consummate any future potential strategic alternative on favorable terms, or at all. If we do pursue an acquisition or other potential strategic alternative, it is possible that we may not realize the anticipated benefits from the transaction or that the financial markets or investors will negatively view the transaction. Even if we successfully complete an acquisition or strategic alternative, it could harm our business, operating results and financial condition.
We may not realize the benefits we expect from our strategic cash flow optimization and other cash management initiatives.
We are pursuing initiatives to reduce costs, increase effectiveness and optimize cash flow. As part of those initiatives, we intend to focus our efforts on a reduction in infrastructure costs, including with respect to our technology platform and underlying network infrastructures, which may have a negative impact on our business. Starting in the third quarter of 2025, management implemented cash management initiatives to further reduce operating expenses and improve cash flows including a reduction in force during the fourth quarter of 2025, impacting approximately 487 employees. Implementation of additional cash management initiatives, including the reduction in force, may adversely affect employee morale, our culture, and our ability to attract and retain employees.
| GoHealth, Inc. | 2025 Form 10-Q | 40 | ||||||
We may not realize all of the anticipated cost savings or other benefits from such initiatives, and the initiatives have had and may continue to have other effects, such as a reduction in revenue. Other events and circumstances, such as financial or strategic difficulties, delays or unexpected costs, may also adversely impact our ability to realize all of the anticipated cost savings or other benefits, or cause us not to realize such cost savings or other benefits on the expected timetable. If we are unable to realize the anticipated benefits, our ability to fund other initiatives may be adversely affected. Finally, the complexity of the implementation of the initiatives may require a substantial amount of management and operational resources. Our management team must successfully execute the administrative and operational changes necessary to achieve the anticipated benefits of the initiatives. These and related demands on our resources may divert the organization’s attention from other business issues, have adverse effects on existing business relationships with suppliers and consumers, and impact employee morale. Any failure to implement these initiatives in accordance with our plans could adversely affect our business, financial condition or results of operations.
From time to time we are subject to various legal proceedings which could adversely affect our business, financial condition or results of operations.
We are, and may in the future become, involved in various legal proceedings and governmental inquiries, including labor and employment-related claims, claims relating to our marketing or sale of health insurance, intellectual property claims and claims relating to our compliance with securities laws. For example, in August 2022, we received a subpoena from the U.S. Attorney’s Office for the District of Massachusetts (the “U.S. Attorney’s Office”), seeking, among other things, information relating to our arrangements with certain insurance health plan partners, and, on May 1, 2025, the U.S. Attorney’s Office filed a complaint partially intervening in a qui tam action against the Company related to certain of our sales and marketing practices. Such matters can be time-consuming, divert management’s attention and resources, cause us to incur significant expenses, impact our working capital and cash flow, and harm our relationships or financial arrangements with health plan partners, vendors, lenders and investors. Our insurance and indemnities may not cover all claims that may be asserted against us, and any claims asserted against us, regardless of merit or eventual outcome, may harm our reputation. If we are unsuccessful in our defense in these litigation matters or any other legal proceeding, we may be forced to pay damages, fines or penalties, including revocation of our licenses to sell insurance, may be required to enter into consent decrees, stop offering our services or change our business practices, or may lose our relationships with health plan partners, any of which could adversely affect our business, financial condition or results of operations.
Our liquidity position previously raised, and may in the future raise, substantial doubt about our ability to continue as a going concern.
On August 6, 2025, we entered into the Superpriority Credit Agreement and Amendment No. 14 and completed the transactions contemplated therein. Following such transactions, and based on management’s evaluation, management believes that it has mitigated the circumstances that previously led to substantial doubt about our ability to continue as a going concern. However, our liquidity condition may deteriorate and/or we may be unable to comply with the financial covenants under our debt agreements, including the minimum liquidity covenant in the Superpriority Credit Agreement. If our liquidity condition deteriorates and/or we are unable to satisfy our financial covenants, our conditions may once again raise doubt about our ability to continue as a going concern. In addition, in the event we are unable to satisfy our financial covenants, our lenders may not waive compliance and could elect to declare a default or event of default and accelerate the repayment of our borrowings.
Sales of a substantial number of shares of our Class A common stock in the public market could cause our stock price to decline.
Sales of a substantial number of shares of our Class A common stock in the public market, or the perception that the holders of a large number of shares intend to sell shares, could reduce the market price of our Class A common stock. On August 6, 2025, as consideration for, and as a condition to, the lenders’ entry into Amendment No. 14, we issued to certain of our lenders an aggregate of 4,766,219 shares of our Class A common stock, which represent an aggregate of 19.99% of the shares of our Class A common stock and Class B common stock issued and outstanding calculated as of immediately prior to the issuance of such shares, or 16.66% post-closing. The holders of these newly issued shares will be entitled to customary registration rights. Even though these shares are “restricted securities” within the meaning of Rule 144 and may be resold only pursuant to an effective registration statement or pursuant to the requirements of Rule 144 or other applicable exemption from registration under the Securities Act and as required under applicable state securities laws, when the Company files a resale registration statement covering these shares or the requirements of Rule 144 or other applicable exemption are satisfied, these shares could be sold in the market at any time along with other shares held by affiliates or issued by the Company pursuant to its equity incentive plans. If these additional shares of Class A common stock are resold, or if it is perceived that they will be resold, the trading price of our Class A common stock could decline. In addition, the issuance of these shares of Class A common stock have diluted, and any shares of Class A common stock we may in the future issue may dilute, the percentage ownership held by holders of our Class A common stock.
| ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS. | ||
Unregistered Sale of Equity Securities
| GoHealth, Inc. | 2025 Form 10-Q | 41 | ||||||
On August 6, 2025, as consideration for, and as a condition to, the lenders’ entry into Amendment No. 14, the Company issued to lenders an aggregate of 4,766,219 shares of Class A common stock. This issuance was reported in the Company’s Current Report on Form 8-K filed on August 7, 2025. Pursuant to a Registration Rights Agreement among the Company and the Subscribers (as amended), the Subscribers are entitled to certain customary registration rights with respect to the shares issued to them.
| ITEM 3. DEFAULTS UPON SENIOR SECURITIES. | ||
None.
| ITEM 4. MINE SAFETY DISCLOSURES. | ||
None.
| ITEM 5. OTHER INFORMATION. | ||
During the quarter ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1(f) under the Exchange Act) adopted terminated
| GoHealth, Inc. | 2025 Form 10-Q | 42 | ||||||
| ITEM 6. EXHIBITS. | ||
Exhibit Index
| Incorporated by Reference | ||||||||||||||||||||||||||||||||||||||
| Exhibit Number | Description | Form | File No. | Exhibit | Filing Date | Filed/ Furnished Herewith | ||||||||||||||||||||||||||||||||
| 3.1 | Amended and Restated Certificate of Incorporation of GoHealth, Inc. | 10-Q | 001-39390 | 3.1 | 8/20/2020 | |||||||||||||||||||||||||||||||||
| 3.2 | Amended and Restated Bylaws of GoHealth, Inc. | 10-Q | 001-39390 | 3.2 | 8/20/2020 | |||||||||||||||||||||||||||||||||
| 3.3 | Certificate of Designations of Series A Convertible Perpetual Preferred Stock of GoHealth, Inc. | 8-K | 001-39390 | 3.1 | 9/26/2022 | |||||||||||||||||||||||||||||||||
| 3.4 | Certificate of Designations of Series A-1 Convertible Non-Voting Perpetual Preferred Stock of GoHealth, Inc. | 8-K | 001-39390 | 3.2 | 9/26/2022 | |||||||||||||||||||||||||||||||||
| 4.1 | Specimen Stock Certificate evidencing the shares of Class A common stock. | S-1 | 333-239287 | 4.1 | 6/19/2020 | |||||||||||||||||||||||||||||||||
10.1# | GoHealth, Inc. Second Amended and Restated 2020 Incentive Award Plan | S-8 | 333-288761 | 99.1 | 7/18/2025 | |||||||||||||||||||||||||||||||||
| 10.2 | Amendment No. 14 to Credit Agreement, dated as of August 6, 2025, 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 (including Annex A which is a conformed version of the Credit Agreement). | 8-K | 001-39390 | 10.2 | 8/7/2025 | |||||||||||||||||||||||||||||||||
| 10.3 | Superpriority Senior Secured Credit Agreement, dated as of August 6, 2025, 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. | 8-K | 001-39390 | 10.1 | 8/7/2025 | |||||||||||||||||||||||||||||||||
| 10.4 | Registration Rights Agreement, dated as of August 27, 2025, by and among GoHealth, Inc. and each of the persons identified therein. | * | ||||||||||||||||||||||||||||||||||||
| 10.5 | Amendment to Registration Rights Agreement, dated as of October 13, 2025, by and among GoHealth, Inc. and each of the persons identified therein. | * | ||||||||||||||||||||||||||||||||||||
| 31.1 | Certification of Chief Executive Officer pursuant to Exchange Act Rule 13a-14(a). | * | ||||||||||||||||||||||||||||||||||||
| 31.2 | Certification of Chief Financial Officer pursuant to Exchange Act Rule 13a-14(a). | * | ||||||||||||||||||||||||||||||||||||
| 32.1 | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350. | ** | ||||||||||||||||||||||||||||||||||||
| 32.2 | Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350. | ** | ||||||||||||||||||||||||||||||||||||
| 101.INS | Inline XBRL Instance Document – the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document. | * | ||||||||||||||||||||||||||||||||||||
| 101.SCH | Inline XBRL Taxonomy Extension Schema Document | * | ||||||||||||||||||||||||||||||||||||
| 101.CAL | Inline XBRL Taxonomy Extension Calculation Linkbase Document | * | ||||||||||||||||||||||||||||||||||||
| 101.DEF | Inline XBRL Taxonomy Extension Definition Linkbase Document | * | ||||||||||||||||||||||||||||||||||||
| 101.LAB | Inline XBRL Taxonomy Extension Label Linkbase Document | * | ||||||||||||||||||||||||||||||||||||
| 101.PRE | Inline XBRL Taxonomy Extension Presentation Linkbase Document | * | ||||||||||||||||||||||||||||||||||||
| 104 | Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101) | * | ||||||||||||||||||||||||||||||||||||
* Filed herewith.
** Furnished herewith.
# Indicates management contract or compensatory plan.
| GoHealth, Inc. | 2025 Form 10-Q | 43 | ||||||
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: | November 14, 2025 | By: | /s/ Vijay Kotte | ||||||||
Vijay Kotte Chief Executive Officer (Principal Executive Officer) | |||||||||||
| Date: | November 14, 2025 | By: | /s/ Brendan Shanahan | ||||||||
Brendan Shanahan Chief Financial Officer (Principal Financial and Accounting Officer) | |||||||||||
| GoHealth, Inc. | 2025 Form 10-Q | 44 | ||||||
FAQ
What were GOCO’s Q3 2025 results?
Net revenues were $34,186 thousand with a net loss of $313,918 thousand, including $206,163 thousand of impairment charges.
What debt changes did GoHealth implement in 2025?
It amended its credit facilities (Amendments No. 13 and 14) and entered a $115.0 million superpriority term loan (new‑money and roll‑up components).
How did liquidity and cash flow trend year‑to‑date?
Cash was $32,076 thousand at quarter‑end; net cash used in operating activities was $82,873 thousand for the nine months.
Did GoHealth issue new equity in connection with debt amendments?
Yes. It issued 4,766,219 Class A shares to lenders under Amendment No. 14.
What does the filing say about covenant compliance?
Management notes a significant likelihood of failing to maintain covenants within 12 months unless mitigation plans are executed.
What were shares outstanding as of November 6, 2025?
16,093,116 Class A and 12,620,884 Class B shares were outstanding.
Were there workforce actions disclosed?
Yes. A Q4 2025 reduction in force impacted approximately 487 employees.
Gohealth, Inc.
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