GoHealth Issues Shares to Lenders; Blue Torch Holds 9% Stake

Rhea-AI Filing Summary

Blue Torch Capital LP and Kevin Genda report beneficial ownership of 1,445,181 shares of GoHealth, Inc. Class A common stock, representing 9% of the class. The filing states these shares were issued to lenders and their affiliates as consideration and a condition to lender participation in Amendment No.14 to the Issuer's Credit Agreement dated August 6, 2025. The Reporting Persons disclose shared voting and shared dispositive power over these shares and report no sole voting or dispositive power.

The statement identifies Blue Torch as an investment manager and Mr. Genda as the managing member of the general partner. The percentage calculation references 11,222,135 shares outstanding as of August 5, 2025 plus 4,766,219 shares issued on August 6, 2025. No other transactions in the past 60 days are reported.

Positive

• 1,445,181 shares reported beneficially owned by Blue Torch Funds and Kevin Genda
• Stake represents 9% of Class A Common Stock as disclosed on the cover page
• Shares were issued as consideration to lenders under Amendment No.14 to the Credit Agreement
• Reporting Persons disclose shared voting and shared dispositive power (sole power reported as zero)
• No recent criminal or securities-related civil proceedings for the Reporting Persons in the last five years (as stated)

Negative

• None.

Insights

Financial Analyst

TL;DR: A disclosed 9% stake via credit-agreement equity issuance is material in size but shows shared, not sole, voting control.

The Schedule 13D reports 1,445,181 shares beneficially owned by Blue Torch Funds and Kevin Genda, representing 9% of Class A based on the stated share counts. The shares were issued to lenders as part of Amendment No.14 to the credit agreement, indicating the ownership arose from refinancing consideration rather than open-market purchases. The Reporting Persons report 0 sole voting/dispositive power and 1,445,181 shared voting/dispositive power, which limits unilateral control but signals a meaningful minority position that investors should note when assessing shareholder composition.

Corporate Governance Expert

TL;DR: Shared voting power and issuance context matter; the filing discloses limited governance rights and no ancillary arrangements.

The disclosure makes clear the equity was issued to lenders and affiliates as a condition to their agreement to an amendment to the Issuer's credit facility. The Reporting Persons state they have no sole voting or dispositive power and that, other than the Blue Torch Funds, no person has rights to dividends or sale proceeds from the reported shares. Item 6 disclaims other contracts, derivatives or understandings regarding the securities. From a governance perspective, the filing documents a sizeable minority stake but provides no indication of special voting arrangements or board representation in the text provided.

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)

Derek Leo
Blue Torch Capital LP, 150 E. 58th Street, 39th Floor
New York, NY, 10155
212-503-5850

Franklin Shulkin
Akin Gump Strauss Hauer & Feld LLP, 2300 N. Field Street, Suite 1800
Dallas, TX, 75201
214-969-4287

(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

Blue Torch Capital LP

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)

AF

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 0.00
8	Shared Voting Power 1,445,181.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,445,181.00

11

Aggregate amount beneficially owned by each reporting person

1,445,181.00

12

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

13

Percent of class represented by amount in Row (11)

9 %

14

Type of Reporting Person (See Instructions)

IA, PN

SCHEDULE 13D

CUSIP No. 38046W204

1

Name of reporting person

Kevin Genda

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)

AF

5

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

6

Citizenship or place of organization

UNITED STATES

Number of Shares Beneficially Owned by Each Reporting Person With:

7	Sole Voting Power 0.00
8	Shared Voting Power 1,445,181.00
9	Sole Dispositive Power 0.00
10	Shared Dispositive Power 1,445,181.00

11

Aggregate amount beneficially owned by each reporting person

1,445,181.00

12

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

13

Percent of class represented by amount in Row (11)

9 %

14

Type of Reporting Person (See Instructions)

IN, HC

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 statement is filed by: (i) Blue Torch Capital LP, a Delaware limited partnership ("Blue Torch"), which serves as the investment manager to certain funds (the "Blue Torch Funds") with respect to the shares of Class A common stock, par value $0.0001 per share ("Class A Common Stock") of GoHealth, Inc. (the "Issuer") directly held by the Blue Torch Funds; and (ii) Kevin Genda, the Managing Member of KPG BTC Management LLC, the Sole Member of Blue Torch Capital GP LLC, the general partner of Blue Torch ("Mr. Genda," together with Blue Torch, KPG BTC Management LLC and Blue Torch Capital GP LLC, the "Blue Torch Parties"), with respect to the shares of Class A Common Stock directly held by the Blue Torch Funds. Each of Blue Torch and Mr. Genda is referred to as a "Reporting Person" and collectively as the "Reporting Persons."
(b)	The principal business address of each of the Blue Torch Parties is 150 East 58th Street, 39th Floor, New York, NY 10155.
(c)	The principal business of each of the Blue Torch Parties is investment management.
(d)	None of the Blue Torch Parties has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).
(e)	None of the Blue Torch Parties has, during the last five years, 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)	Blue Torch is a Delaware limited partnership. Mr. Genda is a citizen of the United States of America. KPG BTC Management LLC is a Delaware limited liability company. Blue Torch Capital GP LLC 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 to the Existing Credit Agreement, the Issuer issued shares of its Class A Common Stock to lenders thereunder and their affiliates, including the Blue Torch Funds.
Item 5.	Interest in Securities of the Issuer
(a)	See rows (11) and (13) of the cover page to this Schedule 13D for the aggregate number of shares of Class A Common Stock and percentage of Class A Common Stock beneficially owned by each Reporting Person. The aggregate percentage of Class A Common Stock reported beneficially owned by each Reporting Person is based upon 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.
(b)	See rows (7) through (10) of the cover page to this Schedule 13D for the shares of Class A Common Stock as to which each Reporting Person has the sole or shared power to vote or direct the vote and sole or shared power to dispose or to direct the disposition.
(c)	Except as described in Item 4 of this Schedule 13D, no transactions in shares of Class A Common Stock have been effected by the Reporting Persons during the past sixty (60) days.
(d)	Other than the Reporting Persons and the Blue Torch Funds, no persons have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Class A Common Stock reported herein.
(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. Except as set forth herein, the Reporting Persons have no contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of the Issuer, including any class of the Issuer's securities used as a reference security, in connection with any of the following: call options, put options, security-based swaps or any other derivative securities, transfer or voting of any of the securities, finder's fees, joint ventures, loan or option arrangements, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.
Item 7.	Material to be Filed as Exhibits.
	Exhibit 99.1: Joint Filing Agreement

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.

Blue Torch Capital LP

Signature:	/s/ Kevin Genda
Name/Title:	Kevin Genda, Chief Executive Officer
Date:	08/12/2025

Kevin Genda

Signature:	/s/ Kevin Genda
Name/Title:	Kevin Genda, Individually
Date:	08/12/2025

FAQ

How many GoHealth (GOCO) shares does Blue Torch Capital report owning?

The filing reports 1,445,181 shares of GoHealth Class A Common Stock beneficially owned by Blue Torch Funds and Kevin Genda.

What percentage of GoHealth (GOCO) Class A stock does that represent?

The cover page states this ownership represents 9% of the Class A Common Stock.

How did Blue Torch receive these GoHealth shares?

The shares were issued to lenders and their affiliates as consideration and a condition for lenders entering into Amendment No.14 of the Issuer's Credit Agreement dated August 6, 2025.

What voting and dispositive powers are reported for Blue Torch/Kevin Genda?

The Reporting Persons disclose 0 sole voting power and 1,445,181 shared voting power; similarly, 0 sole dispositive power and 1,445,181 shared dispositive power.

Are there other agreements, derivatives, or persons entitled to dividends from these shares?

Item 6 states the Reporting Persons have no other contracts, arrangements, understandings or relationships with respect to the Issuer's securities, and Item 5(d) states no other persons have rights to dividends or proceeds from sale of the reported shares.