STOCK TITAN
  1. Home
  2. Sec-filings
  3. GOCOQ
  4. [POS AM] GoHealth, Inc. SEC Filing

GoHealth (GOCOQ) terminates S-3 stock registrations after chapter 11 plan

Filing Impact
(Low)
Filing Sentiment
(Neutral)
Form Type
POS AM

Rhea-AI Filing Summary

New GoHealth, LLC, as successor by conversion to GoHealth, Inc., is filing post‑effective amendments to terminate two existing shelf registrations and deregister all remaining unsold securities. These prior Form S‑3 statements had registered up to 12,026,489 and 9,566,028 shares of Class A common stock.

The change follows chapter 11 proceedings for GoHealth and its affiliates, with a prepackaged plan confirmed and becoming effective on July 21, 2026. All offerings under the affected registration statements are ended, and their effectiveness is terminated.

Positive

  • None.

Negative

  • None.

Filing Explained

The July 21 POS AM ends the two Form S-3 offerings and removes their remaining registered but unsold or unissued securities; it does not disclose a share sale or issuance. Form S-3 registration provides future selling capacity rather than completing a sale, so this filing removes that capacity after the Plan became effective.

Registered shares on No. 333-291587 12,026,489 shares of Class A common stock Originally registered on Form S-3 No. 333-291587, now being deregistered if unsold
Registered shares on No. 333-292177 9,566,028 shares of Class A common stock Originally registered on Form S-3 No. 333-292177, now being deregistered if unsold
Chapter 11 filing date June 7, 2026 Voluntary chapter 11 petitions filed by GoHealth and affiliates
Plan filing date July 13, 2026 Amended Joint Prepackaged Chapter 11 Plan filed by Debtors
Plan effective date July 21, 2026 Prepackaged chapter 11 plan confirmed and became effective
post-effective amendments regulatory
"These post-effective amendments (the “Post-Effective Amendments”) are being filed"
Post-effective amendments are official updates filed with securities regulators after a registration statement or prospectus has become effective, used to correct, add, or clarify information about a securities offering. They matter to investors because they change the facts investors rely on—like terms, risks, or financial details—similar to a company releasing an updated product manual after launch; those changes can affect the value or risk of an investment decision.
deregister regulatory
"to deregister any and all securities registered but unsold or otherwise unissued"
Deregister is the act of removing a company’s securities from a public regulatory registry or ending their listing on a stock exchange; think of it like taking a car off public roads so it no longer needs public inspections. For investors, deregistration matters because it usually reduces required public disclosures, can make shares harder to buy or sell, and increases uncertainty about the company’s finances and governance due to lower transparency and liquidity.
Form S-3 regulatory
"under the following Registration Statements on Form S-3"
Form S-3 is a legal document companies use to register their stock sales with the government, making it easier and faster for them to raise money by selling shares to investors. It’s like having a pre-approved shopping list that lets a company quickly sell new shares when they need funds, without going through a lengthy approval process each time.
Prepackaged Chapter 11 Plan regulatory
"Amended Joint Prepackaged Chapter 11 Plan of GoHealth, Inc. and Its Debtor Affiliates"
Disclosure Statement regulatory
"Approving the Disclosure Statement for, and Confirming the Amended Joint Prepackaged"

AI-generated analysis. How Rhea-AI works. Not financial advice.

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google
Add on Google

FAQ

What does GoHealth, Inc. (GOCOQ) change with this post-effective amendment?
New GoHealth, LLC files post‑effective amendments to terminate two Form S‑3 registration statements and deregister all unsold Class A common shares that had been covered, ending any further offerings under those registrations.

How many GoHealth (GOCOQ) shares were originally covered by the terminated registrations?
The affected Form S‑3 statements had registered up to 12,026,489 shares and 9,566,028 shares of Class A common stock, respectively. All shares remaining unsold or unissued under those registrations are now being deregistered.

Why is GoHealth (GOCOQ) deregistering these previously registered securities?
GoHealth is deregistering the unsold securities because its prepackaged chapter 11 plan has been confirmed and became effective on July 21, 2026. In connection with that plan, the related offerings under the registrations are being terminated.

Which specific GoHealth (GOCOQ) registration statements are affected?
The amendments apply to Form S‑3 registration statement No. 333-291587, filed November 17, 2025, and No. 333-292177, filed December 16, 2025. Both covered Class A common stock and are now being terminated as to remaining securities.

What bankruptcy milestones are tied to these GoHealth (GOCOQ) deregistrations?
GoHealth and affiliates filed chapter 11 cases on June 7, 2026, filed an amended prepackaged plan on July 13, 2026, and had the plan confirmed and effective on July 21, 2026, prompting termination of the related stock offerings.

Who signed the GoHealth (GOCOQ) post-effective amendments?
The post‑effective amendments were signed on behalf of New GoHealth, LLC by Vijay Kotte, its Chief Executive Officer, on July 21, 2026, in Chicago, Illinois, relying on Rule 478 for a single signature.

As filed with the Securities and Exchange Commission on July 21, 2026
Registration No. 333-291587
Registration No. 333-292177
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-291587
POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-3 REGISTRATION STATEMENT NO. 333-292177
UNDER
THE SECURITIES ACT OF 1933
GoHealth, Inc.
(New GoHealth, LLC, as successor by conversion to GoHealth, Inc.)
(Exact name of registrant as specified in its charter)
Delaware
85-0563805
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
222 W Merchandise Mart Plaza, Suite 1750
Chicago, IL 60654
(312) 386-8200
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Bradley Burd
Chief Legal Officer
222 W Merchandise Mart Plaza, Suite 1750
Chicago, IL 60654
(312) 386-8200
(Name, address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
Sharon Freiman, P.C.
Kirkland & Ellis LLP
601 Lexington Avenue
New York, NY 10022
(212) 446-4800


Approximate date of commencement of proposed sale to the public: Not applicable.
If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. ☐
If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ☐
If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐
If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ☐
If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. ☐
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
☐
Non-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 7(a)(2)(B) of the Securities Act. ☐


DEREGISTRATION OF SECURITIES
These post-effective amendments (the “Post-Effective Amendments”) are being filed by New GoHealth, LLC, a Delaware limited liability company (as successor by conversion to GoHealth, Inc.) (the “Company”), to deregister any and all securities registered but unsold or otherwise unissued as of the date hereof, and to terminate all offerings, under the following Registration Statements on Form S-3 (the “Registration Statements”) filed by the Company with the U.S. Securities and Exchange Commission (the “SEC”), each as amended or supplemented to date:
•Registration Statement on Form S-3 (No. 333-291587), originally filed with the SEC on November 17, 2025, registering up to 12,026,489 shares of Class A common stock, par value $0.0001 per share, of the Company (“Class A Common Stock”).
•Registration Statement on Form S-3 (No. 333-292177), originally filed with the SEC on December 16, 2025, registering up to 9,566,028 shares of Class A Common Stock.
As previously disclosed, on June 7, 2026, the Company, GoHealth Holdings, LLC and certain of their direct and indirect subsidiaries (the “Debtors”) filed voluntary petitions commencing cases under chapter 11 of title 11 of the United States Code in the United States Bankruptcy Court for the District of Delaware (the “Bankruptcy Court”). On July 13, 2026, the Debtors filed the Amended Joint Prepackaged Chapter 11 Plan of GoHealth, Inc. and Its Debtor Affiliates (the “Plan”). On July 21, 2026, the Bankruptcy Court entered the Findings of Fact, Conclusions of Law, and Order (I) Approving the Disclosure Statement for, and Confirming the Amended Joint Prepackaged Chapter 11 Plan of GoHealth, Inc. and Its Debtor Affiliates and (II) Granting Related Relief. The Plan became effective on July 21, 2026. In connection with the foregoing, the offerings pursuant to the Registration Statements are being terminated.
In accordance with an undertaking made by the Company in each of the Registration Statements to remove from registration, by means of post-effective amendments, any of the securities that remain unsold at the termination of the offering, the Company hereby removes from registration all securities that were registered but unsold or otherwise unissued under each of the Registration Statements as of the date hereof. As of the date hereof, the Registration Statements are hereby amended, as appropriate, to reflect the deregistration of such securities, and the Company hereby terminates the effectiveness of the Registration Statements.


SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused these Post-Effective Amendments to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on the 21st day of July, 2026.
New GoHealth, LLC, as successor by conversion to GoHealth, Inc.
By:    /s/ Vijay Kotte    
    Vijay Kotte
    Chief Executive Officer
No other person is required to sign these Post-Effective Amendments in reliance upon Rule 478 under the Securities Act of 1933, as amended.


Source: View Original Filing on SEC EDGAR