[SCHEDULE 13D] GoHealth, Inc. SEC Filing

Rhea-AI Filing Summary

Public Sector Pension Investment Board (PSP) and its subsidiary PSP Investments Credit USA LLC acquired a material equity stake in GoHealth, Inc. The Reporting Persons received shares of GoHealth Class A common stock as consideration tied to an amendment of the Issuer's existing credit agreement, with shares issued to lenders and their affiliates, including PSP USA.

The filing reports beneficial ownership of 1,680,526 shares (PSP) and 1,680,444 shares (PSP USA), each representing 10.5% of the Class A stock on the filing’s stated basis. The ownership percentage is calculated using 11,222,135 shares outstanding as of August 5, 2025 plus 4,766,219 shares issued on August 6, 2025, per the issuer’s disclosure. The Schedule 13D discloses no other transactions in the prior 60 days and attaches a joint filing agreement and a list of PSP executives and directors as exhibits.

Positive

• Beneficial ownership disclosed: PSP reports 1,680,526 shares and PSP USA 1,680,444 shares of GoHealth Class A stock.
• Material stake reported: Each reporting person is shown as holding 10.5% of the Class A shares on the stated basis.
• Transaction source disclosed: Shares were issued to lenders and affiliates as consideration for an amendment to the Issuer's credit agreement.

Negative

• None.

Insights

Financial Analyst

PSP acquired a significant ~10.5% Class A stake via lender share issuance tied to a credit agreement amendment.

The filing documents that PSP and its wholly owned subsidiary received GoHealth Class A shares as consideration for lenders agreeing to Amendment No. 14 of the company’s credit agreement. Reported beneficial holdings are 1,680,526 shares for PSP and 1,680,444 shares for PSP USA, each shown as 10.5% on the stated share base. This is a material ownership disclosure that could affect shareholder composition and should be considered in analyses of ownership concentration and potential voting outcomes, based solely on the supplied facts.

Corporate Governance Expert

10.5% ownership by a large pension investor via lender issuance is material to governance and disclosure considerations.

The Schedule 13D confirms a >10% beneficial stake by PSP entities resulting from shares issued to lenders in connection with a credit agreement amendment. The filing includes sole voting and dispositive power figures for each reporting person and notes no other transactions in the prior 60 days. From a governance perspective, this stake requires monitoring for any future engagement or changes in voting alignment, based only on the information presented.

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

GoHealth, Inc.

(Name of Issuer)

Class A Common Stock, par value $0.0001 per share

(Title of Class of Securities)

38046W204

(CUSIP Number)

Martine Vanasse
1250 Rene-Levesque West, Suite 1400
Montreal, A8, H3B 5E9
514-937-2772

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

08/06/2025

(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.

The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

SCHEDULE 13D

CUSIP No. 38046W204

1

Name of reporting person

PUBLIC SECTOR PENSION INVESTMENT BOARD

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

CANADA (FEDERAL LEVEL)

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,680,526.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,680,526.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,680,526.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

CO, HC

SCHEDULE 13D

CUSIP No. 38046W204

1

Name of reporting person

PSP Investments Credit USA LLC

2

Check the appropriate box if a member of a Group (See Instructions)

(a)
(b)

3

SEC use only

4

Source of funds (See Instructions)

OO

5

Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)

6

Citizenship or place of organization

DELAWARE

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 1,680,444.00
8	Shared Voting Power 0.00
9	Sole Dispositive Power 1,680,444.00
10	Shared Dispositive Power 0.00

11

Aggregate amount beneficially owned by each reporting person

1,680,444.00

12

Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)

13

Percent of class represented by amount in Row (11)

10.5 %

14

Type of Reporting Person (See Instructions)

CO

SCHEDULE 13D

Item 1.	Security and Issuer
(a)	Title of Class of Securities: Class A Common Stock, par value $0.0001 per share
(b)	Name of Issuer: GoHealth, Inc.
(c)	Address of Issuer's Principal Executive Offices: 222 W MERCHANDISE MART PLAZA, SUITE 1750, CHICAGO, ILLINOIS , 60654.
Item 2.	Identity and Background
(a)	This Schedule 13D is filed jointly by Public Sector Pension Investment Board ("PSP") and PSP Investments Credit USA LLC ("PSP USA"). PSP USA is a wholly owned subsidiary of PSP. Each of PSP and PSP USA may be referred to herein as a "Reporting Person" and collectively as the "Reporting Persons." An agreement among the Reporting Persons with respect to the filing of this statement is attached hereto as Exhibit 99.1.
(b)	The address of the principal business and office of the Reporting Persons is 1250 Rene-Levesque Boulevard West, Suite 1400, Montreal, Quebec, Canada H3B 5E9.
(c)	PSP is one of Canada's largest pension investment managers. Its principal business is to invest funds for the pension plans of the Public Service, the Canadian Armed Forces, the Royal Canadian Mounted Police and the Reserve Force of Canada. The principal business of PSP USA is to make investments, as a wholly-owned subsidiary of PSP. As of August 13, 2025, the name, business address, present principal occupation or employment, and citizenship of each director and executive officer of PSP (collectively, the "Scheduled Persons," and each a "Scheduled Person"), are set forth on Exhibit 99.2 attached hereto and incorporated herein by reference.
(d)	During the last five years, none of the Reporting Persons, nor, to the Reporting Persons' knowledge, any of the Scheduled Persons, has been convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	During the last five years, none of the Reporting Persons, nor, to the Reporting Persons' knowledge, any of the Scheduled Persons, has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to federal or state securities laws or finding any violation with respect to such laws.
(f)	PSP is a Canadian Crown corporation established under the Public Sector Pension Investment Board Act. PSP USA is a Delaware limited liability company.
Item 3.	Source and Amount of Funds or Other Consideration
	Item 4 of this Schedule 13D is incorporated herein by reference.
Item 4.	Purpose of Transaction
	On August 6, 2025, in connection with its refinancing transactions, the Issuer and certain of its subsidiaries entered into Amendment No. 14 to that certain Credit Agreement, dated as of September 13, 2019 (as amended, restated, amended and restated, supplemented or otherwise modified from time to time, the "Existing Credit Agreement"). As consideration for, and condition to, the lenders' entry into the amendment of the Existing Credit Agreement, the Issuer issued shares of its Class A Common Stock to lenders thereunder and their affiliates, including PSP USA.
Item 5.	Interest in Securities of the Issuer
(a)	The responses of the Reporting Person to Rows (11) and (13) of the cover pages of this Schedule 13D, are incorporated herein by reference. The aggregate percentage of Class A Common Stock reported beneficially owned by each Reporting Person is based on 11,222,135 shares of Class A Common Stock outstanding as of August 5, 2025, based on information provided by the Issuer, plus 4,766,219 shares of Class A Common Stock issued on August 6, 2025, as reported in the Issuer's Form 8-K filed with the Securities and Exchange Commission on August 7, 2025. To the Reporting Person's knowledge, none of the Scheduled Persons beneficially owned any shares of Class A Common Stock.
(b)	The responses of the Reporting Person to Rows (7) through (10) of the cover pages of this Schedule 13D are incorporated herein by reference.
(c)	Except as disclosed in Item 4 of this Schedule 13D, none of the Reporting Persons, nor, to their knowledge any of the Scheduled Persons, has effected any transaction in Class A Common Stock during the past 60 days.
(d)	Not applicable.
(e)	Not applicable.
Item 6.	Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer
	Item 4 of this Schedule 13D is incorporated herein by reference.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Joint Filing Agreement Exhibit 99.2: Executive Officers and Directors of Public Sector Pension Investment Board

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

PUBLIC SECTOR PENSION INVESTMENT BOARD

Signature:	Martine Vanasse
Name/Title:	Managing Director and Chief Compliance Officer
Date:	08/13/2025

PSP Investments Credit USA LLC

Signature:	Charlotte E. Muellers
Name/Title:	Managing Director, Co-Head of North America, Credit Investments
Date:	08/13/2025

FAQ

Who filed the Schedule 13D for GoHealth (GOCO)?

The Schedule 13D was filed jointly by Public Sector Pension Investment Board (PSP) and PSP Investments Credit USA LLC.

How many GoHealth Class A shares do PSP and PSP USA beneficially own?

PSP beneficially owns 1,680,526 shares and PSP USA beneficially owns 1,680,444 shares, as reported in the filing.

What percentage of GoHealth Class A stock do these holdings represent?

Each reporting person is reported as holding 10.5% of the Class A stock on the filing's stated basis.

Why were the shares issued to PSP USA and other lenders?

The filing states the Issuer issued Class A shares to lenders and their affiliates, including PSP USA, as consideration and a condition for lenders' entry into Amendment No. 14 to the existing credit agreement.

What share counts were used to calculate the ownership percentage?

The percentage is based on 11,222,135 shares outstanding as of August 5, 2025 plus 4,766,219 shares issued on August 6, 2025, per the issuer's disclosure.

Did the Reporting Persons make any other transactions in the past 60 days?

Except for the issuance described in Item 4, the filing states that none of the Reporting Persons effected any transactions in Class A Common Stock during the past 60 days.