GoHealth (GOCOQ) ends shelf offerings, deregisters millions of shares post-Chapter 11

Rhea-AI Filing Summary

GoHealth, Inc. (now New GoHealth, LLC) filed post-effective amendments to two Form S-3 registration statements to deregister all securities that remain unsold or unissued and terminate the related offerings. The affected shelves had registered up to 12,026,489 shares and 9,566,028 shares of Class A common stock.

The company and affiliates commenced chapter 11 cases on June 7, 2026. An Amended Joint Prepackaged Chapter 11 Plan was filed on July 13, 2026, and the Bankruptcy Court confirmed and made the Plan effective on July 21, 2026. In connection with the Plan’s effectiveness, the company is removing from registration all unsold securities and terminating the effectiveness of the referenced registration statements.

Filing Explained

The two Form S-3 filings represented future-sale capacity, not a sale itself; the July 21 post-effective amendment removes securities still registered but unsold or otherwise unissued and terminates both offerings after the Plan became effective.

Key Figures

Registered shares on Form S-3 No. 333-291587: 12,026,489 shares of Class A common stock Registered shares on Form S-3 No. 333-292177: 9,566,028 shares of Class A common stock Chapter 11 filing date: June 7, 2026 +2 more

5 metrics

Registered shares on Form S-3 No. 333-291587 12,026,489 shares of Class A common stock Originally filed November 17, 2025; all remaining unsold shares now deregistered

Registered shares on Form S-3 No. 333-292177 9,566,028 shares of Class A common stock Originally filed December 16, 2025; all remaining unsold shares now deregistered

Chapter 11 filing date June 7, 2026 Voluntary petitions commencing chapter 11 cases filed in Delaware

Plan filing date July 13, 2026 Amended Joint Prepackaged Chapter 11 Plan filed by the Debtors

Plan effective date July 21, 2026 Bankruptcy Court confirmed the Plan and it became effective

Key Terms

post-effective amendments, Registration Statement on Form S-3, chapter 11, Amended Joint Prepackaged Chapter 11 Plan, +1 more

5 terms

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.

Registration Statement on Form S-3 regulatory

"under the following Registration Statements on Form S-3 (the “Registration Statements”)"

A registration statement on Form S‑3 is a short, standardized filing a qualified public company uses to register new securities with regulators so they can be sold to investors; think of it as a pre-approved, reusable permission slip that speeds up future offerings. It matters to investors because it lets the company raise money more quickly and cheaply — which can fund growth or pay debt — but may also lead to share dilution or change in ownership, so it affects value and liquidity.

chapter 11 regulatory

"filed voluntary petitions commencing cases under chapter 11 of title 11"

Chapter 11 is a U.S. bankruptcy process that lets a financially distressed company keep operating while it reorganizes its debts and business plan under court supervision. Think of it as a formal pause that allows the company to renegotiate payments, shed contracts or assets, and seek a path to profitability instead of being liquidated; investors watch it because it can change the value and priority of claims, equity dilution, or the likelihood of recovery.

Amended Joint Prepackaged Chapter 11 Plan regulatory

"filed the Amended Joint Prepackaged Chapter 11 Plan of GoHealth, Inc."

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.

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

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FAQ

What action is GoHealth (GOCOQ) taking in this post-effective amendment?

GoHealth, now New GoHealth, LLC, is deregistering all unsold or unissued securities under two existing Form S-3 registration statements and terminating the related offerings following its chapter 11 reorganization.

Which registration statements are affected for GoHealth (GOCOQ)?

The amendments apply to Form S-3 No. 333-291587, which covered 12,026,489 Class A shares, and Form S-3 No. 333-292177, which covered 9,566,028 Class A shares, deregistering all securities that remained unsold.

How many GoHealth (GOCOQ) shares are being deregistered?

The company is deregistering all securities that remained unsold or otherwise unissued under two shelves that had registered up to 12,026,489 and 9,566,028 shares of Class A common stock, respectively.

How does GoHealth’s (GOCOQ) chapter 11 process relate to this deregistration?

GoHealth and affiliates filed chapter 11 cases on June 7, 2026. After the Bankruptcy Court confirmed the Amended Joint Prepackaged Chapter 11 Plan, effective July 21, 2026, the company moved to terminate the offerings and deregister remaining securities.

What is the effective date of GoHealth’s (GOCOQ) chapter 11 plan?

The Amended Joint Prepackaged Chapter 11 Plan of GoHealth, Inc. and its debtor affiliates became effective on July 21, 2026, the same date the Bankruptcy Court entered its confirmation order and related findings.

Who signed the GoHealth (GOCOQ) post-effective amendments?

The post-effective amendments were signed on behalf of New GoHealth, LLC by Vijay Kotte, Chief Executive Officer, in Chicago, Illinois, on July 21, 2026, under Rule 478 of the Securities Act.

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.