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[Form 4] GoHealth, Inc. Insider Trading Activity

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
4
Rhea-AI Filing Summary

Kotte Vijay, identified as a director and Chief Executive Officer of GoHealth, Inc. (GOCO), was granted 218,551 restricted stock units on 08/07/2025 under a First Amendment to his employment agreement. The restricted stock units vest in three annual installments, with the first installment vesting on 08/07/2026. Following the reported transaction, the filing shows beneficial ownership of 1,347,396 shares of Class A common stock, which includes 1,798 shares purchased under the company’s Employee Stock Purchase Plan on 06/30/2025. The filing also corrects prior disclosures by reducing previously reported holdings by 94,444 shares that were subject to unmet performance conditions.

Positive
  • CEO equity grant disclosed: Reporting Person was granted 218,551 restricted stock units under an employment amendment.
  • Ownership correction made: Prior overstatement was reduced by 94,444 shares, improving accuracy of insider holdings.
  • ESPP participation: Filing notes 1,798 shares purchased under the Employee Stock Purchase Plan on 06/30/2025.
Negative
  • Prior reporting error: Earlier Form 4s overstated beneficial ownership by 94,444 shares due to unmet performance conditions.
  • Restricted stock units not immediately available: The 218,551 RSUs vest in three annual installments with the first vesting on 08/07/2026, so they are not presently transferable.

Insights

TL;DR: CEO granted 218,551 RSUs with multi-year vesting; prior Form 4s were corrected for a 94,444-share overstatement.

The grant formalizes equity compensation under an employment amendment and is structured with three annual vesting installments, aligning compensation timing with future service or performance periods. The filing's explicit correction of a 94,444-share overstatement improves disclosure accuracy but raises questions about prior reporting controls. Overall, this is a routine executive compensation disclosure with governance implications tied to the corrected historical reporting.

TL;DR: 218,551 RSUs awarded to the CEO, not immediately vested; includes ESPP purchase and a correction to prior ownership figures.

From a pay-structure perspective, the award is delivered as restricted stock units priced at $0 and scheduled to vest over three years, which delays economic benefit to the recipient. The inclusion of 1,798 ESPP shares is immaterial in size but is disclosed. The corrected reduction of 94,444 shares indicates previous performance conditions were not met and were appropriately removed from outstanding beneficial holdings.

SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
KOTTE VIJAY

(Last) (First) (Middle)
222 W MERCHANDISE MART PLAZA
SUITE 1750

(Street)
CHICAGO IL 60654

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GoHealth, Inc. [ GOCO ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
Chief Executive Officer
3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 08/07/2025 A 218,551(1) A $0 1,347,396(2)(3) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Represents a grant of restricted stock units which were awarded in connection with the First Amendment to Employment Agreement, dated as of April 1, 2025, by and among the Reporting Person, the Issuer, and GoHealth Holdings, LLC as disclosed in the Form 8-K filed on April 7, 2025. The restricted stock units will vest in three annual installments, with the first such annual installment vesting on August 7, 2026.
2. Includes 1,798 shares purchased under the Issuer's Employee Stock Purchase Plan on June 30, 2025.
3. Previous Form 4s filed by the Reporting Person overstated the number of shares beneficially owned by the Reporting Person by 94,444 shares of Class A Common Stock which were subject to performance conditions that were not met. The amount reported herein has been corrected.
Remarks:
/s/ Bradley Burd, Attorney-in-fact 08/08/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

FAQ

What did GoHealth (GOCO) disclose in this Form 4?

Kotte Vijay, CEO and director, was granted 218,551 restricted stock units on 08/07/2025 and now beneficially owns 1,347,396 Class A shares.

How do the granted restricted stock units (RSUs) vest?

The RSUs vest in three annual installments, with the first vesting on 08/07/2026.

Was there a correction to prior insider filings for GOCO?

Yes. Previous Form 4s overstated holdings by 94,444 shares that were subject to unmet performance conditions; this filing corrects that amount.

Does the Form 4 report any purchases under an employee plan?

Yes. The filing includes 1,798 shares purchased under the Issuer's Employee Stock Purchase Plan on 06/30/2025.

How many shares does the reporting person beneficially own after the transaction?

The filing reports beneficial ownership of 1,347,396 shares of Class A Common Stock (direct).
Gohealth, Inc.

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