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What changed in GoHealth, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of GoHealth, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+371 added−316 removedSource: 10-K (2026-03-31) vs 10-K (2025-02-27)

Top changes in GoHealth, Inc.'s 2025 10-K

371 paragraphs added · 316 removed · 237 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

55 edited+26 added−8 removed73 unchanged
Biggest changeThe CCPA gives California residents expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used. The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation.
Biggest changeFor example, the California Consumer Privacy Act of 2018 (“CCPA”), as amended by the California Privacy Rights Act, imposes obligations on covered businesses and provides California residents with specified rights regarding their personal information, such as expanded rights to access and delete their personal information, opt out of certain personal information sharing, and receive detailed information about how their personal information is used.
Performance data is continuously gathered and continually retrained to ensure optimal call-routing based on current market dynamics. • Consumer Lead Management: As consumer leads are assigned and connected to agents, our Customer360 technology provides guidance to the agents on the most appealing value proposition to the consumer based on the information previously collected about the consumer. • Marketplace: After reviewing the consumer’s profile in Customer360, the agent launches our Marketplace technology.
Performance data is continuously gathered and continually retrained to ensure optimal call-routing based on current market dynamics. • Consumer Lead Management: As consumer leads are assigned and connected to agents, our Customer360 CRM technology provides guidance to the agents on the most appealing value proposition to the consumer based on the information previously collected about the consumer. • Marketplace: After reviewing the consumer’s profile in Customer360 CRM, the agent launches our Marketplace technology.
For 2019, the Centers for Medicare and Medicaid Services (“CMS”) eliminated the meaningful difference requirement to improve competition, innovation and available benefit offerings and provide consumers with affordable health insurance plans that are tailored to a consumer’s specific healthcare needs and financial situation.
In 2019, the Centers for Medicare and Medicaid Services (“CMS”) eliminated the meaningful difference requirement to improve competition, innovation and available benefit offerings and provide consumers with affordable health insurance plans that are tailored to a consumer’s specific healthcare needs and financial situation.
We also use the data gathered by our Advocates to improve the sales process by testing the questions our Advocates ask and building data models of how consumers’ answers affect agent-consumer fit, consumer-product fit, Cost of Submission, LTV, and long-term consumer satisfaction. • Lead Distribution: At the conclusion of the information-gathering process, and while the consumer is still on the phone, we use our proprietary platform to match consumers to health, wellness and quality of life offerings based on a comprehensive needs assessment.
We also use the data gathered by our Connectors to improve the sales process by testing the questions our Connectors ask and building data models of how consumers’ answers affect agent-consumer fit, consumer-product fit, Cost of Submission, LTV, and long-term consumer satisfaction. • Lead Distribution: At the conclusion of the information-gathering process, and while the consumer is still on the phone, we use our proprietary platform to match consumers to health, wellness and quality of life offerings based on a comprehensive needs assessment.
In 2022, only about one in three Medicare beneficiaries, regardless of coverage, used traditional insurance brokers or agents to choose a plan. • The increasing proportion of the Medicare-eligible population adopting digitally-enabled solutions, with 90% of adults ages 65 and older using the internet in 2024 compared to 57% in 2014.
In 2022, only about one in three Medicare beneficiaries, regardless of coverage, used traditional insurance brokers or agents to choose a plan. • The increasing proportion of the Medicare-eligible population adopting digitally-enabled solutions, with 90% of adults ages 65 and older using the internet in 2025 compared to 57% in 2014.
With a widely scalable end-to-end platform and substantial presence in the Medicare landscape, we believe we are uniquely positioned as a trusted partner to the 67.0 million Medicare-eligible Americans, as well as the 11,000 Americans becoming eligible each day, as they navigate one of life's most important purchasing decisions.
With a widely scalable end-to-end platform and substantial presence in the Medicare landscape, we believe we are uniquely positioned as a trusted partner to the 68.0 million Medicare-eligible Americans, as well as the 11,000 Americans becoming eligible each day, as they navigate one of life's most important purchasing decisions.
In particular, regulations promulgated pursuant to the Health Insurance Portability and Affordability Act of 1996 (“HIPAA”) require us to maintain the privacy of individually-identifiable health information that we collect on behalf of health plan partners, implement measures to safeguard such information and provide notification in the event of a breach in the privacy or confidentiality of such information.
In particular, regulations promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”) require us to maintain the privacy of individually-identifiable health information that we collect on behalf of health plan partners, implement measures to safeguard such information and provide notification in the event of a breach in the privacy or confidentiality of such information.
Courts may also adopt the standards for fair information practices promulgated by the FTC, which concern consumer notice, choice, security and access. Consumer protection laws require us to publish statements to our members that describe how we handle personal information and choices members may have about the way we handle personal information.
Courts may also adopt the standards for fair information practices promulgated by the FTC, which concern consumer notice, choice, security and access. Consumer protection laws require us to publish statements to our members and other users that describe how we handle personal information and choices members and other users may have about the way we handle personal information.
Our unbiased, technology-driven marketplace coupled with highly skilled licensed agents has facilitated the enrollment of millions of consumers in Medicare plans since our inception. Health plan partners benefit from our platform by gaining access to the large and rapidly growing Medicare-eligible population.
GoHealth’s unbiased, technology-driven marketplace coupled with highly skilled licensed agents has facilitated the enrollment of millions of consumers in Medicare plans since our inception. Health plan partners benefit from the GoHealth platform by gaining access to the large and rapidly growing Medicare-eligible population.
These high-quality relationships have resulted in strong health plan retention rates. We typically enter into contractual agency relationships with health plan partners that are non-exclusive and terminable on short notice by either party for any reason.
These relationships have resulted in strong health plan retention rates. We typically enter into contractual agency relationships with health plan partners that are non-exclusive and terminable on short notice by either party for any reason.
Our Health Plan Partner Relationships We maintain longstanding, deeply integrated relationships with several leading health plan partners in the U.S., who have some of the industry’s most widely recognizable brands. For the twelve months ended December 31, 2024, 2023, and 2022, the primary health plan partners that we served were United, Humana, Elevance, Aetna and Centene.
Our Health Plan Partner Relationships We maintain longstanding integrated relationships with several leading health plan partners in the U.S., who have some of the industry’s most widely recognizable brands. For the twelve months ended December 31, 2025, 2024, and 2023, the primary health plan partners that we served were United, Humana, Elevance, Aetna and Centene.
Our platform utilizes proprietary technologies, machine-learning capabilities, data feedback, efficient business processes and highly skilled and trained agents to connect consumers with health plan partners through multiple channels. We have a technology culture that incentivizes the relentless improvement of every measurable point of the consumer experience.
Our platform utilizes proprietary technologies, AI capabilities, data feedback, efficient business processes and highly skilled and trained agents to connect consumers with health plan partners through multiple channels. We have a technology culture that incentivizes the relentless improvement of every measurable point of the consumer experience.
The use and disclosure of certain data that we collect from consumers are also regulated in some instances by other federal laws, including the Gramm-Leach-Bliley Act (“GLBA”), and state statutes implementing GLBA, which generally require brokers to provide consumers with notice regarding how their non-public personal health and financial information is used and the opportunity to “opt out” of certain disclosures before sharing such information with a third party, and which generally require safeguards for the protection of personal information.
The use and disclosure of certain data that GoHealth, Inc. 2025 Form 10-K 10 we collect from consumers are also regulated in some instances by other federal laws, including the Gramm-Leach-Bliley Act (“GLBA”), and state statutes implementing GLBA, which generally require brokers to provide consumers with notice regarding how their non-public personal health and financial information is used and the opportunity to “opt out” of certain disclosures before sharing such information with a third party, and which generally require safeguards for the protection of personal information.
Creating and maintaining an environment where our employees feel appreciated for their talent and contributions enhances our ability to recruit and retain our best talent and to provide a work environment that allows all employees to perform at a high level. Our teams positively impact our relationships with our consumers, health plan partners and the communities we serve.
Creating and maintaining an environment where our employees feel appreciated for their talent and contributions enhances our ability to attract and retain our best talent and to provide a work environment that allows all employees to perform at a high level. Our teams positively impacts our relationships with our consumers, health plan partners and the communities we serve.
We also use post-sale data from health plan partners to model how retention outcomes relate to consumer, marketing, and consumer journey attributes so that every piece of our technology can be further optimized to maximize consumer satisfaction and improve the sales process. • Monitoring: We have also developed several enabling and monitoring technologies to detect and automatically address anomalies and inefficiencies in our operations based on deviations from baseline norms, and to ensure that our GoHealth, Inc. 2024 Form 10-K 8 operations are fully compliant.
We also use post-sale data from health plan partners to model how retention outcomes relate to consumer, marketing, and consumer journey attributes so that every piece of our technology can be further optimized to maximize consumer satisfaction and improve the sales process. • Monitoring: We have also developed several enabling and monitoring technologies to detect and automatically address anomalies and inefficiencies in our operations based on deviations from baseline norms, and to ensure that our operations are fully compliant.
Our focus is on Medicare products, which enables us to capitalize on: • Strong demographic trends, with Medicare enrollment expected to grow from approximately 63 million individuals in 2020 to just over 93 million individuals in 2060; • The increasing proportion of the Medicare-eligible population that is choosing commercial insurance solutions, with 54% of Medicare beneficiaries, or approximately 32.8 million people, enrolled in Medicare Advantage plans in 2024, up from 42% in 2020. • Health plan partners’ historic reliance on a traditional field agent driven sales process, which lacks transparency, choice and convenience.
GoHealth’s focus is on Medicare products, which enables us to capitalize on: • Strong demographic trends, with Medicare enrollment expected to grow from approximately 63 million individuals in 2020 to just over 93 million individuals in 2060; • The increasing proportion of the Medicare-eligible population that is choosing commercial insurance solutions, with 54% of Medicare beneficiaries, or approximately 34.0 million people, enrolled in Medicare Advantage plans in 2025, up from 42% in 2020. • Health plan partners’ historic reliance on a traditional field agent driven sales process, which lacks transparency, choice and convenience.
We believe health plan partners utilize our large-scale data, technology and efficient marketing processes to maximize scale and reduce their cost of submission, compared to health plan partner-employed agent workforces. We believe our streamlined, consumer-centric Encompass operating model drives both high-quality enrollments and a strong consumer experience.
GoHealth believes health plan partners utilize its large-scale data, technology and efficient marketing processes to maximize scale and reduce their cost of submission, compared to health plan partner-employed agent workforces. GoHealth believes our streamlined, consumer-centric Encompass operating model drives both high-quality enrollments and a strong consumer experience.
We use LeadScore to make several decisions throughout the sales process about how to optimize the routing of the consumer lead and what agents or agencies are best suited to serve each consumer. • Contact Queuing: We utilize our Automated Call Routing system (“ACR”), a proprietary contact queue prioritized by LTV and throttled by an integrated monitor of agent capacity, to optimize outreach to our most valuable online consumer leads at a point in time when they can be connected to our agents with minimal wait time. • Outbound Contact and Qualification: Following ACR’s automated decision for consumer outreach, our automatic telephony system contacts the consumer and immediately places them on the phone with an agent, who gathers information to personalize the consumer’s sales experience, whom we refer to as an Advocate.
We use LeadScore to make several decisions throughout the sales process about how to optimize the routing of the consumer lead and what agents or agencies are best suited to serve each consumer. • Contact Queuing: We utilize our Automated Call Routing system (“ACR”), a proprietary contact queue prioritized by LTV and throttled by an integrated monitor of agent capacity, to optimize outreach to our most valuable online consumer leads at a point in time when they can be connected to our agents with minimal wait time. • Outbound Contact and Qualification: Following ACR’s automated decision for consumer outreach, our automatic telephony system contacts the consumer and immediately places them on the phone with an AI-powered voice Connect agent, who gathers information to qualify the consumer and personalize their sales experience.
We compete with these companies using similar business models to ours, such as eHealth, Inc. and SelectQuote Inc., for qualified prospects, sales, and health plan partner relationships. • Health Plan Partner-Employed Agents: Some health plan partners directly market and sell their plans to consumers through their own agents, call centers and websites.
We compete with these companies using similar business models to ours, for qualified prospects, sales, and health plan partner relationships. • Health Plan Partner-Employed Agents: Some health plan partners directly market and sell their plans to consumers through their own agents, call centers and websites.
We will continue to use the strength of our purpose - keeping our consumers at the center of all we do - and our dedicated employees will continue to make a valued difference in the lives of the people we serve.
We will continue to use the strength of our purpose - keeping our consumers at the center of all we do - and our dedicated employees will continue to make a valued difference in the lives of the people we serve with our diversified product line.
We believe health plan partners see our method of acquiring consumers as scalable and efficient and, ultimately, as cost-advantageous compared to their own models, and provide us, in some cases, with marketing development funding. The health plan partners are responsible for paying our commissions and, for these purposes, act as our customers.
We believe health plan partners see our method of acquiring consumers as scalable and efficient and, ultimately, as cost-advantageous compared to their own models, and provide us, in some cases, with marketing development funding. The health GoHealth, Inc. 2025 Form 10-K 7 plan partners are responsible for paying our commissions and, for these purposes, act as our customers.
Our Business Model Our Process Our Encompass operating model drives a high-quality enrollment experience: • Shop: Eligible consumers shop for a Medicare plan with us annually based on their evolving needs. Proprietary consumer-agent matching technology identifies and dynamically routes calls to the agent best-equipped to meet consumer needs.
Our Business Model Our Process Our Encompass operating model drives a high-quality enrollment experience: GoHealth, Inc. 2025 Form 10-K 5 • Shop: Eligible consumers shop for a Medicare plan with us annually based on their evolving needs. Proprietary consumer-agent matching technology identifies and dynamically routes calls to the agent best-equipped to meet consumer needs.
The Medicare segments are subject to regulations and guidelines issued by CMS that place a number of requirements on health plan partners, agents and brokers in connection with the marketing and sale of Medicare Advantage and Medicare Part D prescription drug plans. State insurance departments also regulate the marketing and sale of Medicare Supplement plans.
The Medicare segments are subject to regulations and guidelines issued by CMS that place a number of requirements on health plan partners, agents and brokers in connection with the marketing and sale of Medicare Advantage and Medicare Part D prescription drug plans.
Our Technology Throughout the past two decades, we have consistently invested in our technology, data science and business processes to enroll consumers in health plans while helping health plan partners scale their product and plan offerings.
Our Technology Throughout the past two decades, we have consistently invested in our technology, artificial intelligence (“AI”) and business processes to enroll consumers in health plans while helping health plan partners scale their product and plan offerings.
CMS and state insurance department regulations and guidelines include a number of prohibitions regarding the ability to contact Medicare-eligible individuals and place many restrictions on the marketing of Medicare-related plans.
State insurance departments also regulate the marketing and sale of Medicare Supplement plans. CMS and state insurance department regulations and guidelines include a number of prohibitions regarding the ability to contact Medicare-eligible individuals and place many restrictions on the marketing of Medicare-related plans.
Our marketing initiatives include: • Offline Media Marketing: Our offline media channel consists of branded advertisements run on television (both linear and over-the-top) and radio, as well as targeted direct mail campaigns. • Digital (Online) Media: Our digital media channel consists of branded advertisements run on paid search, display, native and social media platforms.
Our marketing initiatives include: GoHealth, Inc. 2025 Form 10-K 9 • Offline Media Marketing: Our offline media channel consists of branded advertisements run on television (both linear and over-the-top) and radio, as well as targeted direct mail campaigns. • Digital (Online) Media: Our digital media channel consists of branded advertisements run on paid search, display, native and social media platforms.
The TCPA and other federal and state GoHealth, Inc. 2024 Form 10-K 10 laws prohibit companies from making telemarketing calls to numbers listed in the Federal Do-Not-Call Registry and impose other obligations and limitations on making phone calls and sending text messages to consumers.
The TCPA and other federal and state laws prohibit companies from making telemarketing calls to numbers listed in the Federal Do-Not-Call Registry and impose other obligations and limitations on making phone calls and sending text messages to consumers.
Laws in all 50 states require businesses to provide notices to affected individuals whose personal information has been disclosed as a result of a data breach, and certain states require notifications for data breaches involving individually-identifiable health GoHealth, Inc. 2024 Form 10-K 9 information.
Laws in all 50 states require businesses to provide notices to affected individuals whose personal information has been disclosed as a result of a data breach, and certain states require notifications for data breaches involving individually-identifiable health information.
Our Assisted Live Transfer technology connects the call to the relevant representative, via either warm (attended) transfer or cold (blind) transfer, dynamically chosen based on the availability of agents. • Optimized Call Routing: If the consumer lead is distributed from an Advocate further into our internal sales process, our CallRouter technology matches qualified consumers to those agents best suited to help them achieve their objective using a myriad of consumer and agent attributes.
Our Assisted Live Transfer technology connects the call to the relevant GoHealth, Inc. 2025 Form 10-K 8 representative, via either warm (attended) transfer or cold (blind) transfer, dynamically chosen based on the availability of agents. • Optimized Call Routing: If the consumer lead is distributed from a Connector further into our internal sales process to our licensed sales agents, or Advocates, our CallRouter technology matches qualified consumers to those agents best suited to help them achieve their objective using a myriad of consumer and agent attributes.
We generally control access to and use of our proprietary software and other confidential information through the use of internal and external controls, including entering into non-disclosure and confidentiality agreements with both our employees and third parties.
We generally control access to and use of our proprietary software and other confidential GoHealth, Inc. 2025 Form 10-K 11 information through the use of internal and external controls, including entering into non-disclosure and confidentiality agreements with both our employees and third parties.
We primarily offer Medicare plans, including, but not limited to, Medicare Advantage, Medicare Supplement and prescription drug plans. Our proprietary technology platform leverages modern machine-learning algorithms, powered by over two decades of insurance purchasing behavior, to reimagine the process of matching a health plan to a consumer’s specific needs.
GoHealth offers Medicare plans, including, but not limited to, Medicare Advantage, Medicare Supplement and prescription drug plans. Our proprietary technology platform integrates artificial intelligence and modern machine-learning algorithms, powered by over two decades of insurance purchasing behavior, to reimagine the process of matching a health plan to a consumer’s specific needs.
Most states require holders of personal information to maintain safeguards and take certain actions in response to a data breach, such as maintaining reasonable security measures and providing prompt notification of the breach to affected individuals and the state’s attorney general.
Most states require businesses that own, license, maintain or process personal information holders of personal information to implement reasonable administrative, technical and physical safeguards and take certain actions in response to a data breach, such as maintaining reasonable security measures and providing prompt notification of the breach to affected individuals and the state’s attorney general.
In 2024, approximately 33 million Medicare beneficiaries were enrolled in a Medicare Advantage plan, GoHealth, Inc. 2024 Form 10-K 6 representing more than half, or 54%, of the eligible Medicare population. The Congressional Budget Office projects that the share of Medicare beneficiaries enrolled in Medicare Advantage plans will rise to 64% by 2034.
In 2025, approximately 34 million Medicare beneficiaries were enrolled in a Medicare Advantage plan, representing more than half, or 54%, of the eligible Medicare population. The Congressional Budget Office had projected that the share of Medicare beneficiaries enrolled in Medicare Advantage plans will rise to 64% by 2034.
These New York cybersecurity requirements were amended again, effective November 1, 2023, to institute additional governance requirements, controls to prevent unauthorized access to information systems and slow the spread of attacks, more regular risk and vulnerability assessments, updated notification requirements and additional training standards.
These requirements, as amended, impose additional governance requirements, controls to prevent unauthorized access to information systems and slow the spread of attacks, more regular risk and vulnerability assessments, updated notification requirements and additional training standards.
The Cybersecurity Model Law adopted by the National Association of Insurance Commissioners (“NAIC”) is functionally similar to the original NYDFS rule and is intended to establish the standards for data security and for the investigation and notification of data breaches applicable to insurance licensees in states adopting the law.
In October 2017, the National Association of Insurance Commissioners (“NAIC”) adopted the Insurance Data Security Model Law (the “Cybersecurity Model Law”), which is intended to establish the standards for data security and for the investigation and notification of data breaches applicable to insurance licensees in states adopting such law.
Our ICARE company values, defined as I ntegrity, C ollaboration, A ccountability, R esilience and E mpathy, drive our purpose. We regularly recognize employees who emulate these values. Our success is also rooted in hiring passionate employees, including sales professionals, entrepreneurs, analysts, marketers, engineers and more – all of whom believe in our mission.
Our ICARE company values, defined as Integrity, Collaboration, Accountability, Resilience and Empathy, drive our purpose. We regularly recognize employees who emulate these values. Our success is also rooted in the passion of our employees, including sales professionals, entrepreneurs, analysts, marketers, engineers and more – all of whom believe in our mission.
We aim to differentiate our products and services on the basis of our ability to match consumers with the insurance products that best match their needs by leveraging our health plan partner relationships, proprietary technology, machine-learning capabilities and extensive data, efficient business processes, and highly skilled and trained agents. • Internet Marketers and Telesales Distribution Platforms: There are many marketing companies and distribution platforms that use the Internet or telesales models to find consumers interested in purchasing health insurance and are compensated for referring those consumers to agents and health plan partners.
We seek to differentiate ourselves through proprietary technology, artificial intelligence and data capabilities, efficient operating processes, and highly trained agents, enabling us to more effectively match consumers with insurance products that best meet their needs. • Internet Marketers and Telesales Distribution Platforms: There are many marketing companies and distribution platforms that use the Internet or telesales models to find consumers interested in purchasing health insurance and are compensated for referring those consumers to agents and health plan partners.
Our bonus program is designed to compensate agents based on the quality and quantity of their enrollments. Our Marketing We employ data-driven, omnichannel marketing efforts to increase consumer phone calls and visits to our website and convert those calls and visits into high-quality consumer interactions.
Our Marketing We employ data-driven, omnichannel marketing efforts to increase consumer phone calls and visits to our website and convert those calls and visits into high-quality consumer interactions.
We invest in and promote our four Employee Resource Groups (“ERGs”): GoWISE (Women in Solidarity Empowered), GoBOLD (Black Originators, Leaders and Doers), GoWIT (Women in Technology) and GoPRIDE (LGBTQ+ community and allies). ERGs are open to employees of all cultures and backgrounds, and membership is not restricted to only those individuals who meet certain criteria. Available Information The U.S.
Additionally, we offer employee led Employee Resource Groups (“ERGs”): GoWISE (Women in Solidarity Empowered), GoBOLD (Black Originators, Leaders and Doers), GoWIT (Women in Technology) and GoPRIDE (LGBTQ+ community and allies) which are open to employees of all cultures and backgrounds to further support our culture of belonging. Available Information The U.S.
With the aging of the U.S. population, the Medicare-eligible population has increased over time and will continue to increase in the coming decades. Based on data from the U.S.
We believe this shift will persist into 2026, though the long-term growth outlook of the Medicare Advantage market remains strong. With the aging of the U.S. population, the Medicare-eligible population has increased over time and will continue to increase in the coming decades. Based on data from the U.S.
Our training courses cover insurance licensing, compliance requirements, customer service interactions, live role playing, and systems use. We competitively compensate agents to incentivize their productivity, increase member retention and improve consumer satisfaction. In addition to an hourly wage, we also compensate our agents through a structured bonus program.
Our agents benefit from a rigorous training program consisting of four-to-eight weeks of group instruction prior to engaging with consumers. Our training courses cover insurance licensing, compliance requirements, customer service interactions, live role playing, and systems use. We competitively compensate agents to incentivize their productivity, increase member retention and improve consumer satisfaction.
In addition, the U.S. regulates marketing and certain other communications by telephone and email, and individual states also impose restrictions on telephone marketing.
It is functionally similar to the original NYDFS rule and has been enacted in a number of states. In addition, the U.S. regulates marketing and certain other communications by telephone and email, and individual states also impose restrictions on telephone marketing.
Our licensed Advocate team helps consumers choose the best plan for them through our comprehensive member needs assessment utilizing our PlanFit technology. From there, our licensed Resolve team partners with our consumers to verify and enroll them into policies.
Our licensed Advocate team helps consumers choose the best plan for them through our comprehensive member needs assessment utilizing our PlanFit technology and enroll them into policies. With quality as our driving measure, our Engage team partners with our members to help utilize their benefits and better engage consumers, helping drive higher satisfaction and persistency.
None of our employees are represented by a labor union or are GoHealth, Inc. 2024 Form 10-K 11 party to a collective bargaining agreement, and we have had no labor-related work stoppages. We consider our employee relations to be good. Our culture of belonging is a key driver to our success.
We employed 756 people in the U.S. and 94 people in Slovakia. None of our employees are represented by a labor union or are party to a collective bargaining agreement, and we have had no labor-related work stoppages. We consider our employee relations to be good.
GoHealth, Inc. 2024 Form 10-K 7 • Lead Scoring: When consumers engage with us through the telephone or our website, our data systems capture attributes about the consumer, including the specific advertisement and channel that precipitated the consumer’s engagement.
Finally, our Consent Manager system ensures the capture of verifiable consent to call or text each consumer lead in compliance with the Telephone Consumer Protection Act (“TCPA”). • Lead Scoring: When consumers engage with us through the telephone or our website, our data systems capture attributes about the consumer, including the specific advertisement and channel that precipitated the consumer’s engagement.
GoHealth, Inc. 2024 Form 10-K 5 • Activate: Consumers activate benefits in the first 90 days of their plan with the help of our Engage team, who provides personalized onboarding for each consumer. • Access: As consumers access their benefits throughout the year, our Engage team is on standby to answer key questions, enable plan usage, and monitor evolving consumer needs.
The PlanFit tool evaluates over 180 factors to determine the Medicare Advantage plan that best fits the beneficiary’s profile and unique needs. • Confirm: Consumers confirm that they have selected the right plan with education and reassurance from our health plan dedicated Resolve team. • Activate: Consumers activate benefits in the first 90 days of their plan with the help of our Engage team, who provides personalized onboarding for each consumer. • Access: As consumers access their benefits throughout the year, our Engage team is on standby to answer key questions, enable plan usage, and monitor evolving consumer needs.
Dual Special Needs Plans are special needs plans for consumers who have both Medicare and Medicaid. Our Market and Trends Impacting the Industry Our focus on Medicare Advantage products has enabled us to disrupt the traditional Medicare Advantage broker model and capitalize on Medicare market trends.
Our Market and Trends Impacting the Industry GoHealth, Inc. 2025 Form 10-K 6 Our focus on Medicare Advantage products has enabled us to disrupt the traditional Medicare Advantage broker model and capitalize on Medicare market trends.
We recognize and support the growth and development of our employees and offer opportunities to participate in internal as well as external learning and engagement programs. We require employees to attend cultural training, consisting of a series of courses providing education and awareness specific to equal employment opportunity, discrimination, harassment and emotional intelligence.
We recognize and support the growth and development of our employees and offer opportunities to participate in internal as well as external learning and engagement programs.
Further, we have engineered our online lead generation forms that capture consumer leads to conduct high-volume testing of our consumer lead systems. Finally, our Consent Manager system ensures the capture of verifiable consent to call or text each consumer lead in compliance with the Telephone Consumer Protection Act (“TCPA”).
Further, we have engineered our online lead generation forms that capture consumer leads to conduct high-volume testing of our consumer lead systems.
We believe the growth of the number of Medicare-eligible consumers and increased penetration of Medicare Advantage will lead to increased Submissions for marketplaces such as ours in the future. We also believe that we are poised to benefit from market share gains in what has traditionally been a highly fragmented market.
We believe the growth of the number of Medicare-eligible consumers and increased penetration of Medicare Advantage will lead to increased Submissions for marketplaces such as ours in the future. Consistent with our expectation, we continue to observe significant changes to the Medicare Advantage landscape.
Competition The market for the distribution of health insurance products and plans is highly competitive, fragmented and evolving as purchasing behavior shifts from traditional field-based agent models towards digital and telephonic platforms.
Competition The market for distributing health insurance products is highly competitive, fragmented, and undergoing rapid change as consumer purchasing shifts from traditional field-based agents toward digital and telephonic channels. Competitors operate through a range of distribution models, including government-run exchanges, health plan partner-employed agents, independent agents and brokers, and digital or telephonic direct-to-consumer platforms.
In addition to government action, health plan partner expectations relating to privacy and security protections are increasing and evolving.
The CCPA provides for civil penalties for violations, as well as a private right of action for data breaches that is expected to increase data breach litigation. In addition to government action, health plan partner expectations relating to privacy and security protections are increasing and evolving.
In addition, OCR performs compliance audits in order to proactively enforce the HIPAA privacy and security standards. OCR has become an increasingly active regulator and has signaled its intention to continue this trend.
In addition, OCR performs compliance audits in order to proactively enforce the HIPAA privacy and security standards. OCR continues to actively enforce HIPAA rules through investigations, compliance reviews, corrective action requirements and settlements.
We regularly assess our compliance with privacy and security requirements.
We regularly assess our compliance with privacy and security requirements. These requirements are evolving, and a growing number of states have enacted comprehensive consumer privacy laws and related regulations.
We operate dozens of proprietary technology systems, which support a data-driven consumer acquisition, service, and retention lifecycle within the health insurance market. • Consumer Lead Acquisition: We acquire consumer leads through many channels, including paid Internet searches, television advertising, direct mail, affiliate sources, organic traffic from GoHealth.com and other channels.
As the U.S. shifts toward a mobile-first approach, with consumers becoming more tech-savvy and comfortable shopping online, our ability to provide policies from multiple carriers, leverage our proprietary platform, utilize extensive data, and apply AI in key areas positions us to leverage these evolving consumer preferences. • Consumer Lead Acquisition: We acquire consumer leads through many channels, including paid Internet searches, television advertising, direct mail, affiliate sources, organic traffic from GoHealth.com and other channels.
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We believe that these trends will drive a larger market in the coming years that, when taken together with our other product and plan offerings, will result in an even larger addressable market. We also believe that we are poised to benefit from market share gains in what has traditionally been a highly fragmented market.
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In 2025, insurers offering Medicare Advantage plans faced ongoing disruptions affecting their financial performance, driven by rising medical costs and regulatory pressures.
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The PlanFit tool evaluates over 180 factors to determine the Medicare Advantage plan that best fits the beneficiary’s profile and unique needs. • Confirm: Consumers confirm that they have selected the right plan with education and reassurance from our health plan dedicated Resolve team.
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These disruptions led carriers to scale back on Medicare Advantage by implementing significant changes to their plans, including benefit modifications, premium adjustments, plan cancellations, and market exits.Carriers are increasingly prioritizing profitability over membership growth, focusing on plan quality, member retention, and overall consumer experience. We believe this retrenchment will continue into 2026.
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We continue to focus on building out our health plan partner footprint in order to provide our consumers with a greater choice of health insurance plans. This expanded health plan partner footprint positions us to maximize the likelihood of finding the right policy for consumers, driving better conversion of incoming calls and higher persistency in plans.
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We see our choice model as a valuable tool for matching consumers with appropriate coverage through our carrier-agnostic platform, supported by the strength of our brand and strong relationships with carrier partners. GoHealth also offers enrollment related services through GoHealth Protect, a suite of products to cover unexpected life events, including guaranteed acceptance life insurance.
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With quality as our driving measure, our Engage team partners with our members to help utilize their benefits and better engage consumers, helping drive higher satisfaction and persistency. Our agents benefit from a rigorous training program consisting of four-to-eight weeks of group instruction prior to engaging with consumers.
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Dual Special Needs Plans are special needs plans for consumers who have both Medicare and Medicaid. GoHealth, through GoHealth Protect, also offers products that cover unexpected life events, including guaranteed acceptance life insurance.
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These requirements are evolving, and increasingly states are adopting additional privacy-related requirements, including California, where the California Consumer Privacy Act of 2018 (“CCPA”) took effect beginning January 1, 2020, and was revised by the California Privacy Rights Act, a ballot measure approved by California voters that became effective beginning January 1, 2023.
Added
Specifically, health plans have tightened plan economics by reducing or eliminating prefunded marketing spend, adjusting broker compensation structures, and eliminating or consolidating low-margin plans. In some cases, consumer preferred plans have been designated as non-commissionable. We believe that these actions reflect a clear industry shift toward retention and stability rather than broad enrollment growth.
Removed
Our competition leverages a variety of channels including government-run health insurance exchanges, health plan partner-employed agents, field-based independent agents and brokers, or platforms that distribute directly to the consumer digitally or telephonically.
Added
Given these factors, during the third quarter of 2025, we reduced our Medicare Advantage activities for the 2025 AEP season and continued to focus on GoHealth Protect. To maintain strategic flexibility, we have adopted and will continue to operate under a disciplined approach that prioritizes cash preservation and emphasizes retaining existing customers rather than increasing new sales.
Removed
Human Capital Resources As of December 31, 2024, we employed 2,261 employees. We employed 2,167 people in the U.S. and 94 people in Slovakia. During AEP, we typically hire additional full-time employees.
Added
This reduction continued through the fourth quarter of the 2025 AEP season contributing to lower revenues compared to the prior year. During this period, we focused our efforts on implementing initiatives to reduce costs, boost efficiency, and optimize cash flow.
Removed
Additionally, we maintain a senior manager who leads our Culture Committee made up of volunteers from various functions and levels of employment focused on enhancing employee engagement and ensuring a culture of belonging.
Added
As part of these efforts, our focus has been on reducing infrastructure expenses, including costs related to our technology platform and underlying network infrastructure, a workforce reduction and pursuing cash management initiatives to further lower operating expenses and enhance cash flow.
Added
In addition to these operational measures, the Company undertook several strategic capital and governance measures aimed at improving the Company’s financial flexibility, long-term positioning, and shareholder value, while also enabling the exploration of strategic alternatives, such as consolidation, in a fragmented broker industry.
Added
To support this strategy, the Board of Directors created a new committee called the “Transformation Committee,” which has exclusive power and authority to review, develop, negotiate, and recommend to the Board of Directors for approval, various strategic alternatives, including among others, refinancings, securitizations, mergers, acquisitions, and restructurings.
Added
We operate dozens of proprietary technology systems, which support a data-driven consumer acquisition, service, and retention lifecycle within the health insurance market. As a technology-enabled distributor of scale in our end markets, we believe we are well-positioned to capitalize on the growing trend of digital transformation in the insurance distribution space.
Added
Traditionally, consumers often lack awareness of their coverage options and risk receiving vague, “one size fits all” advice that prioritizes agent commissions over their needs. Now, the insurance landscape is changing as consumers seek more options, transparency in pricing, and use the internet to research policies independently.
Added
Advances in technology, increased demand for price comparison, and the rise of AI applications are transforming the industry.
Added
In addition to an hourly wage, we also compensate our agents through a structured bonus program. Our bonus program is designed to compensate agents based on the quality and quantity of their enrollments.
Added
CMS regulations also impose specific requirements on third-party marketing organizations, a category that includes many agents, brokers, and other entities involved in the marketing and sale of Medicare Advantage and Medicare Part D plans. These requirements include, among other things, mandated consumer disclosures and expanded oversight of marketing activities and materials.
Added
Recent FCC rulemakings have increased consent requirements for certain telemarketing calls and text messages, including rules affecting online lead-generation and comparison-shopping websites that may require more specific consumer consent before marketing calls or texts are made.
Added
In 2025, we launched GoHealth Protect, a product line designed to expand our offerings beyond Medicare-related insurance products, including through the marketing of certain life insurance products. The marketing and sale of life insurance and similar products are primarily regulated by state insurance departments and are subject to a variety of state licensing, advertising, disclosure, consumer protection and suitability requirements.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeIn the event the applicable lenders accelerate the repayment of our borrowings, we may not have sufficient assets to repay that indebtedness. Any acceleration of amounts due under our Credit Facilities or other outstanding indebtedness would also likely have a material adverse effect on us.
Biggest changeAny acceleration of amounts due under our Credit Facilities or other outstanding indebtedness would also likely have a material adverse effect on us. Pursuant to our Superpriority Credit Agreement and Amendment No. 14 to our existing term loan, we are required to meet minimum liquidity covenants and make scheduled principal and interest payments.
Should we become dependent on fewer health plan partner relationships (whether as a result of the termination of health plan partner relationships, health plan partner consolidation or otherwise), we may become more vulnerable to adverse changes in our relationships with health plan partners, particularly in states where we distribute insurance from a relatively smaller number of health plan partners or where a small number of health plan partners dominate the market, and our business, operating results and financial condition could be harmed.
Should we become and as we are dependent on fewer health plan partner relationships (whether as a result of the termination of health plan partner relationships, health plan partner consolidation or otherwise), we may become more vulnerable to adverse changes in our relationships with health plan partners, particularly in states where we distribute insurance from a relatively smaller number of health plan partners or where a small number of health plan partners dominate the market, and our business, operating results and financial condition could be harmed.
The Cybersecurity Model Law could impose significant new regulatory burdens intended to protect the confidentiality, integrity and availability of information systems. The NAIC model law is functionally similar to the NYDFS rule. We are subject to these and other complex and evolving federal, state and local laws and regulations regarding privacy, data protection and other matters.
The Cybersecurity Model Law could impose significant new regulatory burdens intended to protect the confidentiality, integrity and availability of information systems. The Cybersecurity Model Law is functionally similar to the NYDFS rule. We are subject to these and other complex and evolving federal, state and local laws and regulations regarding privacy, data protection and other matters.
You may not be able to resell your shares at or above the price which you paid for them due to a number of factors included herein, including the following: • results of operations that vary from the expectations of securities analysts and investors; • results of operations that vary from those of our competitors; • changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors; • technology changes, changes in consumer behavior or changes in merchant relationships in our industry; • security breaches related to our systems or those of our merchants, affiliates or strategic partners; • changes in economic conditions for companies in our industry; • changes in market valuations of, or earnings and other announcements by, companies in our industry; • declines in the market prices of stocks generally, particularly those of global payment companies; • strategic actions by us or our competitors; • announcements by us, our competitors or our strategic partners of significant contracts, new products, acquisitions, joint marketing relationships, joint ventures, other strategic relationships, or capital commitments; • changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the consumer spending environment; • changes in business or regulatory conditions; • future sales of our Class A common stock or other securities; • investor perceptions of the investment opportunity associated with our Class A common stock relative to other investment alternatives; GoHealth, Inc. 2024 Form 10-K 39 • the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; • announcements relating to litigation or governmental investigations; • guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance; • the development and sustainability of an active trading market for our stock; • changes in accounting principles; • global macroeconomic conditions, including inflation, labor shortages, supply chain shortages, or other economic, political or legal uncertainties or adverse developments; • political tensions resulting in economic instability, such as due to military activity or civil hostilities among Russia and Ukraine and the related response, including sanctions or other restrictive actions, by the U.S. and/or other countries; and • other events or factors, including those resulting from system failures and disruptions, natural disasters, war, acts of terrorism, an outbreak of highly infectious or contagious diseases, such as COVID-19, or responses to these events.
You may not be able to resell your shares at or above the price which you paid for them due to a number of factors included herein, including the following: • results of operations that vary from the expectations of securities analysts and investors; • results of operations that vary from those of our competitors; • changes in expectations as to our future financial performance, including financial estimates and investment recommendations by securities analysts and investors; • technology changes, changes in consumer behavior or changes in merchant relationships in our industry; • security breaches related to our systems or those of our merchants, affiliates or strategic partners; • changes in economic conditions for companies in our industry; • changes in market valuations of, or earnings and other announcements by, companies in our industry; • declines in the market prices of stocks generally, particularly those of global payment companies; • strategic actions by us or our competitors; • announcements by us, our competitors or our strategic partners of significant contracts, new products, acquisitions, joint marketing relationships, joint ventures, other strategic relationships, or capital commitments; • changes in general economic or market conditions or trends in our industry or the economy as a whole and, in particular, in the consumer spending environment; • changes in business or regulatory conditions; • future sales of our Class A common stock or other securities; • investor perceptions of the investment opportunity associated with our Class A common stock relative to other investment alternatives; • the public’s response to press releases or other public announcements by us or third parties, including our filings with the SEC; • announcements relating to litigation or governmental investigations; • guidance, if any, that we provide to the public, any changes in this guidance, or our failure to meet this guidance; • the development and sustainability of an active trading market for our stock; • changes in accounting principles; • global macroeconomic conditions, including inflation, labor shortages, supply chain shortages, or other economic, political or legal uncertainties or adverse developments; • political tensions resulting in economic instability, such as due to military activity or civil hostilities among Russia and Ukraine and the related response, including sanctions or other restrictive actions, by the U.S. and/or other countries; and • other events or factors, including those resulting from system failures and disruptions, natural disasters, war, acts of terrorism, an outbreak of highly infectious or contagious diseases, such as COVID-19, or responses to these events.
These and related demands on our resources may divert the organization’s attention from other business issues, have adverse effects on existing business relationships with suppliers and consumers, and impact employee morale. Any failure to implement these initiatives in accordance with our plans could adversely affect our business, financial condition or results of operations.
These and related demands on our resources may divert the organization’s attention from other business issues, have adverse effects on existing business relationships with suppliers and consumers, and impact employee morale. Any failure to implement these initiatives in accordance with our plans or on our anticipated timetable could adversely affect our business, financial condition or results of operations.
Like the federal Anti-Kickback Statute, a person or entity need not have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; • the CAN-SPAM Act, which regulates commercial e-mail messages and specifies penalties for the transmission of commercial e-mail messages that do not comply with certain requirements, such as providing an opt-out mechanism for stopping future e-mails from senders; GoHealth, Inc. 2024 Form 10-K 16 • TCPA, which prohibits us from using an automatic telephone dialing system to make certain telephone calls or transmit text messages to wireless telephone numbers without prior express consent or without consulting the FTC’s national “Do Not Call” registry.
Like the federal Anti-Kickback Statute, a person or entity need not have actual knowledge of the statute or specific intent to violate it in order to have committed a violation; GoHealth, Inc. 2025 Form 10-K 17 • the CAN-SPAM Act, which regulates commercial e-mail messages and specifies penalties for the transmission of commercial e-mail messages that do not comply with certain requirements, such as providing an opt-out mechanism for stopping future e-mails from senders; • TCPA, which prohibits us from using an automatic telephone dialing system to make certain telephone calls or transmit text messages to wireless telephone numbers without prior express consent or without consulting the FTC’s national “Do Not Call” registry.
For the twelve months ended December 31, 2024, 2023, and 2022, the primary health plan partners that we served were United, Humana, Elevance, Aetna and Centene. The health insurance industry in the U.S. has experienced a substantial amount of consolidation, resulting in a decrease in the number of health plan partners.
For the twelve months ended December 31, 2025, 2024, and 2023, the primary health plan partners that we served were United, Humana, Elevance, Aetna and Centene. The health insurance industry in the U.S. has experienced a substantial amount of consolidation, resulting in a decrease in the number of health plan partners.
We have attempted to control our operating expenses by utilizing lower cost labor in foreign countries such as Slovakia and Honduras and we may in the future expand our reliance on offshore labor to other countries. As of December 31, 2024, 94 of our employees were based in Slovakia.
We have attempted to control our operating expenses by utilizing lower cost labor in foreign countries such as Slovakia and Honduras and we may in the future expand our reliance on offshore labor to other countries. As of December 31, 2025, 94 of our employees were based in Slovakia.
In October 2017, the NAIC adopted the Insurance Data Security Model Law (“Cybersecurity Model Law”), which is intended to establish the standards for data security and for the investigation and notification of data breaches applicable to insurance licensees in states adopting such law. To date, the Cybersecurity Model Law has been adopted by 26 states.
In October 2017, the NAIC adopted the Cybersecurity Model Law, which is intended to establish the standards for data security and for the investigation and notification of data breaches applicable to insurance licensees in states adopting such law. To date, the Cybersecurity Model Law has been adopted by 26 states.
Under the TRA, we are required to make cash payments to the Continuing Equity Owners and the Blocker Shareholders equal to 85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (1) GoHealth, Inc.’s allocable share of existing tax basis acquired in connection with the Transactions (including the Blocker Company’s share of existing tax basis) and increases to such allocable share of existing tax basis; (2) the increases in our share of the tax basis of assets of GHH, LLC resulting from (a) the purchase of LLC Interests directly from GHH, LLC and the partial redemption of LLC Interests by GHH, LLC, (b) any future redemptions or exchanges of LLC Interests from the Continuing Equity Owners and (c) certain distributions (or deemed distributions) by GHH, LLC; and (3) certain other tax benefits arising from payments under the TRA.
Under the TRA, we are required to make cash payments to the Continuing Equity Owners and the Blocker Shareholders equal to 85% of the tax benefits, if any, that we actually realize, or in certain circumstances are deemed to realize, as a result of (1) GoHealth, Inc. 2025 Form 10-K 35 GoHealth, Inc.’s allocable share of existing tax basis acquired in connection with the Transactions (including the Blocker Company’s share of existing tax basis) and increases to such allocable share of existing tax basis; (2) the increases in our share of the tax basis of assets of GHH, LLC resulting from (a) the purchase of LLC Interests directly from GHH, LLC and the partial redemption of LLC Interests by GHH, LLC, (b) any future redemptions or exchanges of LLC Interests from the Continuing Equity Owners and (c) certain distributions (or deemed distributions) by GHH, LLC; and (3) certain other tax benefits arising from payments under the TRA.
Our indebtedness could have significant effects on our business, such as: • limiting our ability to borrow additional amounts to fund capital expenditures, acquisitions, debt service requirements, execution of our growth strategy and other purposes; • limiting our ability to make investments, including acquisitions, loans and advances, and to sell, transfer or otherwise dispose of assets; • requiring us to dedicate a substantial portion of our cash flow from operations to pay principal and interest on our borrowings, which would reduce availability of our cash flow to fund working capital, capital expenditures, acquisitions, execution of our growth strategy and other general corporate purposes; • making us more vulnerable to adverse changes in general economic, industry and competitive conditions, in government regulation and in our business by limiting our ability to plan for and react to changing conditions; • placing us at a competitive disadvantage compared with our competitors that have less debt; and • exposing us to risks inherent in interest rate fluctuations because our borrowings are at variable rates of interest, which could result and have resulted in higher interest expense with the recent increases in interest rates.
Our indebtedness and limited liquidity have significant effects on our business, including: • limiting our ability to borrow additional amounts to fund capital expenditures, acquisitions, debt service requirements, execution of our growth strategy and other purposes; • limiting our ability to make investments, including acquisitions, loans and advances, and to sell, transfer or otherwise dispose of assets; • requiring us to dedicate a substantial portion of our cash flow from operations to pay principal and interest on our borrowings, reducing availability of our cash flow to fund working capital, capital expenditures, acquisitions, execution of our growth strategy and other general corporate purposes; • making us more vulnerable to adverse changes in general economic, industry and competitive conditions, in government regulation and in our business by limiting our ability to plan for and react to changing conditions; • placing us at a competitive disadvantage compared with our competitors that have less debt; and • exposing us to risks inherent in interest rate fluctuations because our borrowings are at variable rates of interest, which could result and have resulted in higher interest expense with the recent increases in interest rates.
Our personnel must be well-trained in our processes and able to handle consumer calls effectively and efficiently. Any inability of our personnel to meet our demand, whether due to absenteeism, training, turnover, disruptions at our facilities, bad weather, power outages or other reasons, could adversely impact our business.
Our personnel must be well-trained in our processes and able to handle consumer calls effectively and efficiently. Any inability of our personnel to meet our demand, whether due to our recent workforce reduction, absenteeism, training, turnover, disruptions at our facilities, bad weather, power outages or other reasons, could adversely impact our business.
Additionally, in the future, an increasing number of health plan partners may decide to rely on their own internal distribution channels, including traditional in-house agents and their own websites, to sell their own products, which could limit or prohibit us from distributing their products.
Additionally, an increasing number of health plan partners have and may decide to rely on their own internal distribution channels, including traditional in-house agents and their own websites, to sell their own products, which could limit or prohibit us from distributing their products.
Acquisitions could require significant capital infusions and could involve many risks, including the following: • an acquisition may negatively impact our results of operations because it will require us to incur transaction expenses, and after the transaction, may require us to incur charges and substantial debt or liabilities, may require the amortization, write down or impairment of amounts related to goodwill and other intangible assets, or may cause adverse tax consequences or substantial depreciation charges; GoHealth, Inc. 2024 Form 10-K 27 • an acquisition undertaken for strategic business purposes may negatively impact our results of operations; • we may encounter difficulties in assimilating and integrating the business, technologies, products, personnel or operations of companies that we acquire, particularly if key personnel of the acquired company decide not to work for us; • an acquisition may disrupt our ongoing business, divert resources, increase our expenses and distract our management; • we may be required to implement or improve internal controls, procedures and policies appropriate for a public company at a business that prior to the acquisition lacked these controls, procedures and policies; • the acquired businesses may have unexpected liabilities that we will be forced to assume; • the acquired businesses, products or technologies may not generate sufficient revenue to offset acquisition costs or to maintain our financial results; and • acquisitions may involve the entry into geographic or business markets in which we have little or no prior experience, such as our acquisition of Creatix, which had operations in Slovakia.
Mergers, acquisitions or other potential strategic alternatives could require significant capital infusions and could involve many risks, including the following: • a strategic alternative may negatively impact our results of operations because it will require us to incur transaction expenses, and after the transaction, may require us to incur charges and substantial debt or liabilities, may require the amortization, write down or impairment of amounts related to goodwill and other intangible assets, or may cause adverse tax consequences or substantial depreciation charges; • a strategic alternative undertaken for strategic business purposes may negatively impact our results of operations; • we may encounter difficulties in assimilating and integrating the business, technologies, products, personnel or operations of companies that we acquire, particularly if key personnel of the acquired company decide not to work for us; • an acquisition or other potential strategic alternative may disrupt our ongoing business, divert resources, increase our expenses and distract our management; • we may be required to implement or improve internal controls, procedures and policies appropriate for a public company at a business that prior to the strategic alternative lacked these controls, procedures and policies; • the acquired businesses may have unexpected liabilities that we will be forced to assume; • the acquired businesses, products or technologies may not generate sufficient revenue to offset acquisition costs or to maintain our financial results; and • acquisitions or other potential strategic alternatives may involve the entry into geographic or business markets in which we have little or no prior experience, such as our acquisition of Creatix, which had operations in Slovakia.
In addition, our business and operations may be harmed to the extent that our consumers, suppliers and others believe that we cannot effectively compete in the marketplace without completing a transaction, or there is consumer, supplier or employee uncertainty surrounding the future direction of the product and service offerings and our strategy on a continued basis.
In addition, our business and operations may be harmed to the extent that our consumers, health plan partners, suppliers and others believe that we cannot effectively compete in the marketplace without completing a transaction, or there is consumer, health plan partner, supplier or employee uncertainty surrounding the future direction of the product and service offerings and our strategy on a continued basis.
In addition, these claims against us may produce negative GoHealth, Inc. 2024 Form 10-K 12 publicity that could hurt our reputation and business and adversely affect our ability to retain business, find new consumers to sell products to or secure new business with other health plan partners.
In addition, these claims against us may produce negative GoHealth, Inc. 2025 Form 10-K 13 publicity that could hurt our reputation and business and adversely affect our ability to retain business, find new consumers to sell products to or secure new business with other health plan partners.
Even if we are successful in hiring or sourcing a sufficient number of agents, we may GoHealth, Inc. 2024 Form 10-K 20 experience temporary shortages of agents due to illness, poor weather conditions or other natural disasters, personal emergencies and other events outside our control.
Even if we are successful in hiring or sourcing a sufficient number of agents, we may GoHealth, Inc. 2025 Form 10-K 19 experience temporary shortages of agents due to illness, poor weather conditions or other natural disasters, personal emergencies and other events outside our control.
If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of management from our business regardless of the outcome of such litigation. GoHealth, Inc. 2024 Form 10-K 40 ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
If we were involved in securities litigation, it could have a substantial cost and divert resources and the attention of management from our business regardless of the outcome of such litigation. GoHealth, Inc. 2025 Form 10-K 43 ITEM 1B. UNRESOLVED STAFF COMMENTS Not applicable.
Due to potential changes in CMS guidance, enforcement, interpretation, changes in CMS leadership by the new presidential administration, or as a result of new laws, regulations and guidelines, CMS, state departments of insurance or health plan partners may object to or not approve aspects of our online platforms or marketing materials and processes and determine that certain existing aspects of our Medicare-related business are not in compliance with the applicable laws, regulations and guidance.
Due to potential changes in CMS guidance, enforcement, interpretation, changes in CMS leadership or federal administrative priorities, as a result of new laws, regulations and guidelines, CMS, state departments of insurance or health plan partners may object to or not approve aspects of our online platforms or marketing materials and processes and determine that certain existing aspects of our Medicare-related business are not in compliance with the applicable laws, regulations and guidance.
We may not realize all of the anticipated cost savings or other benefits from such initiatives and the initiatives may have other effects, such as a reduction in revenue.
We may not realize all of the anticipated cost savings or other benefits from such initiatives and the initiatives have had and may continue to have other effects, such as a reduction in revenue.
In general, the growth in our consumer base is highly dependent upon our success in attracting new consumers during the Medicare annual enrollment period. In 2024, approximately 47.4% of our Medicare Advantage Submissions were sold during the three months ended December 31, 2024.
In general, the growth in our consumer base is highly dependent upon our success in attracting new consumers during the Medicare annual enrollment period. In 2025, approximately 3.4% of our Medicare Advantage Submissions were sold during the three months ended December 31, 2025.
We cannot guarantee that our facilities and systems, and those of our third-party service providers, will be free from security breaches, cyber-attacks, acts of vandalism, GoHealth, Inc. 2024 Form 10-K 29 computer viruses, malware, ransomware, denial-of-service attacks, misplaced or lost data, programming and/or human errors or other similar events, and we are required to expend significant amounts and other resources to protect against security breaches or to alleviate problems caused by security breaches and other threats to our information technology systems.
We cannot guarantee that our facilities and systems, and those of our third-party service providers, will be free from security breaches, cyber-attacks, acts of vandalism, computer viruses, malware, ransomware, denial-of-service attacks, misplaced or lost data, programming and/or human errors or other similar events, and we are required to expend significant amounts and other resources to protect against security breaches or to alleviate problems caused by security breaches and other threats to our information technology systems.
Health plan partners may be unwilling to allow us to sell their insurance products for a variety of reasons, including competitive or regulatory reasons, dissatisfaction with the insureds that we place with them or because they do not want to be associated with our brand.
Health plan partners have been and may in the future be unwilling to allow us to sell their insurance products for a variety of reasons, including competitive or regulatory reasons, dissatisfaction with the insureds that we place with them or because they do not want to be associated with our brand.
Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks, including through the deployment of artificial intelligence to find and exploit vulnerabilities, "deep fakes", long-term, persistent attacks (referred to as advanced persistent threats) and the use of the IT supply chain to introduce malware through software updates or compromised supplier accounts or hardware.
Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks, including through the deployment of artificial intelligence to find and exploit vulnerabilities, "deep fakes", long-term, GoHealth, Inc. 2025 Form 10-K 32 persistent attacks (referred to as advanced persistent threats) and the use of the IT supply chain to introduce malware through software updates or compromised supplier accounts or hardware.
Changes to the laws, regulations and guidelines relating to the sale and marketing of Medicare plans, their interpretation or the manner in which they are enforced have been occurring with increased frequency with the expectation that changes to existing requirements and the imposition of new requirements will continue, and could be incompatible with these relationships, the manner in which we conduct our business, our platforms or our sale of Medicare plans, which could harm our business, operating results and financial condition.
Changes to the laws, regulations and guidelines relating to the sale and marketing of Medicare plans, their interpretation or the manner in which they are enforced have been occurring with increased frequency with GoHealth, Inc. 2025 Form 10-K 15 the expectation that changes to existing requirements and the imposition of new requirements will continue, and could be incompatible with these relationships, the manner in which we conduct our business, our platforms or our sale of Medicare plans, which could harm our business, operating results and financial condition.
We may not be able to identify or consummate any future acquisition on favorable terms, or at all. If we do pursue an acquisition, it is possible that we may not realize the anticipated benefits from the acquisition or that the financial markets or investors will negatively view the acquisition.
We may not be able to identify or consummate any future potential strategic alternative on favorable terms, or at all. If we do pursue an acquisition or other potential strategic alternative, it is possible that we may not realize the anticipated benefits from the transaction or that the financial markets or investors will negatively view the transaction.
As a result, we experience an increase in the number of Medicare-related Submissions during the fourth quarter and an increase in expense related to Medicare during the third and fourth quarters.
As a result, we historically experienced an increase in the number of Medicare-related Submissions during the fourth quarter and an increase in expense related to Medicare during the third and fourth quarters.
Pressure from existing and new competitors may adversely affect our business, operating results and financial condition. The market for selling health insurance plans is highly competitive. We compete with government provided tools and exchanges, local insurance agents throughout the U.S., companies that advertise primarily through television, and companies that operate websites to provide services.
GoHealth, Inc. 2025 Form 10-K 26 Pressure from existing and new competitors may adversely affect our business, operating results and financial condition. The market for selling health insurance plans is highly competitive. We compete with government provided tools and exchanges, local insurance agents throughout the U.S., companies that advertise primarily through television, and companies that operate websites to provide services.
For example, health plan partners may unilaterally amend or terminate our agreements on short notice, which could adversely impact or terminate the commission payments that we receive from these health plan partners.
For example, health plan partners have and may in the future unilaterally amend or terminate our agreements on short notice, which could adversely impact or terminate the commission payments that we receive from these health plan partners.
Risks Related to the Ownership of our Class A Common Stock The Founders and Centerbridge have significant influence over us, including control over decisions that require the approval of stockholders. As of December 31, 2024, the Founders and Centerbridge control, in the aggregate, approximately 69.4% of the voting power represented by all our outstanding classes of stock.
Risks Related to the Ownership of our Class A Common Stock The Founders and Centerbridge have significant influence over us, including control over decisions that require the approval of stockholders. As of December 31, 2025, the Founders and Centerbridge control, in the aggregate, approximately 54.8% of the voting power represented by all our outstanding classes of stock.
Such claims could subject us to significant liability for damages and could result in our having to stop using technology found to be in violation of a third party’s rights. Further, we might be required to seek a license for third-party intellectual property, which may not be available on reasonable royalty or other terms.
Such claims could subject us to significant liability for GoHealth, Inc. 2025 Form 10-K 34 damages and could result in our having to stop using technology found to be in violation of a third party’s rights. Further, we might be required to seek a license for third-party intellectual property, which may not be available on reasonable royalty or other terms.
Any director or stockholder who is not employed by us or our subsidiaries, therefore, has no duty to communicate or present corporate opportunities to us, and has the right to either hold any corporate opportunity for their (and their affiliates’) own account and benefit or to recommend, assign or otherwise transfer such corporate opportunity to persons other than us, including to any director or stockholder who is not employed by us or our subsidiaries.
Any director or stockholder who is not employed by us or our subsidiaries, therefore, has no duty to communicate or present corporate opportunities to us, and has the right to either hold any corporate opportunity for their (and their affiliates’) own account GoHealth, Inc. 2025 Form 10-K 39 and benefit or to recommend, assign or otherwise transfer such corporate opportunity to persons other than us, including to any director or stockholder who is not employed by us or our subsidiaries.
GoHealth, Inc. 2024 Form 10-K 23 Potential consumers also increasingly screen their incoming e-mails, telephone calls, and text messages, including by using screening tools and warnings, and, therefore, our consumers or qualified prospects may not reliably receive our communications. In addition, telephone carriers may block or put consumer warnings on calls originating from call centers.
Potential consumers also increasingly screen their incoming e-mails, telephone calls, and text messages, including by using screening tools and warnings, and, therefore, our consumers or qualified prospects may not reliably receive our communications. In addition, telephone carriers may block or put consumer warnings on calls originating from call centers.
These types of claims could be time-consuming and expensive to defend, could divert our management’s attention and other resources, and could cause a loss of confidence in our services. As a result, whether or not we are able to successfully GoHealth, Inc. 2024 Form 10-K 26 resolve these claims, they could harm our business, operating results and financial condition.
These types of claims could be time-consuming and expensive to defend, could divert our management’s attention and other resources, and could cause a loss of confidence in our services. As a result, whether or not we are able to successfully resolve these claims, they could harm our business, operating results and financial condition.
Due to the enactment of the HITECH Act, we are not able to predict the extent of the impact such incidents may have on our business. Our failure to comply may result in criminal and civil liability especially because the potential for enforcement action GoHealth, Inc. 2024 Form 10-K 17 against business associates is now greater.
Due to the enactment of the HITECH Act, we are not able to predict the extent of the impact such incidents may have on our business. Our failure to comply may result in criminal and civil liability especially because the potential for enforcement action against business associates is now greater.
Enforcement actions against us could be costly and could interrupt regular operations or the availability of data, which may adversely affect our business. Under the HITECH Act, as a business associate we may also be directly or independently liable for privacy and security breaches and failures of our subcontractors.
Enforcement actions against us could be costly and could interrupt regular operations or the availability of data, which may adversely affect our business. GoHealth, Inc. 2025 Form 10-K 20 Under the HITECH Act, as a business associate we may also be directly or independently liable for privacy and security breaches and failures of our subcontractors.
Problems GoHealth, Inc. 2024 Form 10-K 21 faced by our third-party vendors with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their clients, including us, could adversely affect the experience of our consumers. Our third-party vendors could decide to discontinue operations without adequate notice.
Problems faced by our third-party vendors with the telecommunications network providers with whom we or they contract, or with the systems by which our telecommunications providers allocate capacity among their clients, including us, could adversely affect the experience of our consumers. Our third-party vendors could decide to discontinue operations without adequate notice.
If we do not obtain accurate data from our consumers or if we are unable to maintain or effectively utilize the data provided to us, consumers who use our platform could have a negative shopping experience, which could materially and adversely affect our business, operating results and financial condition.
If we do not obtain accurate data from our consumers or if we are GoHealth, Inc. 2025 Form 10-K 33 unable to maintain or effectively utilize the data provided to us, consumers who use our platform could have a negative shopping experience, which could materially and adversely affect our business, operating results and financial condition.
These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.
GoHealth, Inc. 2025 Form 10-K 38 These anti-takeover provisions could make it more difficult for a third party to acquire us, even if the third party’s offer may be considered beneficial by many of our stockholders. As a result, our stockholders may be limited in their ability to obtain a premium for their shares.
GoHealth, Inc. 2024 Form 10-K 38 Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition. We are subject to taxes by the U.S. federal, state, local and foreign tax authorities.
Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our results of operations and financial condition. We are subject to taxes by the U.S. federal, state, local and foreign tax authorities.
We rely on telephone, call recording, consumer relationship management and other systems and technology in our sales operations to sell Medicare plans, and we are dependent upon third parties for some of these systems and technologies, including our telephone services, which are provided by Five9, call recording systems and other communications systems.
We rely on telephone, call recording, consumer relationship management and other systems GoHealth, Inc. 2025 Form 10-K 21 and technology in our sales operations to sell Medicare plans, and we are dependent upon third parties for some of these systems and technologies, including our telephone services, which are provided by Five9, call recording systems and other communications systems.
In addition, we may be subject to audits of our income, sales and other taxes by U.S. federal, state, and local and foreign taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.
GoHealth, Inc. 2025 Form 10-K 41 In addition, we may be subject to audits of our income, sales and other taxes by U.S. federal, state, and local and foreign taxing authorities. Outcomes from these audits could have an adverse effect on our operating results and financial condition.
Health plan partners have the right to alter these commission rates with relatively short notice and have altered, and may in the future alter, the contractual relationships we have with them, including in certain instances by unilateral amendment of our contracts relating to commission rates or otherwise.
Health plan partners have the right to alter these commission rates with relatively short notice and have altered, and may in the future alter, the commissions paid on certain plans (if at all) or the contractual relationships we have with them, including in certain instances by unilateral amendment of our contracts relating to commission rates or otherwise.
As such, we qualify for, and rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our GoHealth, Inc. 2024 Form 10-K 35 board of directors, an entirely independent nominating and corporate governance committee, an entirely independent compensation committee or to perform annual performance evaluations of the nominating and corporate governance and compensation committees.
As such, we qualify for, and rely on, exemptions from certain corporate governance requirements, including the requirements to have a majority of independent directors on our board of directors, an entirely independent nominating and corporate governance committee, an entirely independent compensation committee or to perform annual performance evaluations of the nominating and corporate governance and compensation committees.
Furthermore, the stock market may experience extreme volatility that, in some cases, may be unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our Class A common stock, regardless of our actual operating performance.
GoHealth, Inc. 2025 Form 10-K 42 Furthermore, the stock market may experience extreme volatility that, in some cases, may be unrelated or disproportionate to the operating performance of particular companies. These broad market and industry fluctuations may adversely affect the market price of our Class A common stock, regardless of our actual operating performance.
These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our software, GoHealth, Inc. 2024 Form 10-K 30 any of which would have a negative effect on our business and results of operations.
These claims could also result in litigation, require us to purchase a costly license or require us to devote additional research and development resources to change our software, any of which would have a negative effect on our business and results of operations.
We have seen pressure, within the industry, on plan duration based upon increased consumer churn and have made corresponding revenue adjustments. Additionally, from time to time, health plan partners may stop offering products in a geographic area.
GoHealth, Inc. 2025 Form 10-K 18 We have seen pressure, within the industry, on plan duration based upon increased consumer churn and have made corresponding revenue adjustments. Additionally, from time to time, health plan partners may stop offering products in a geographic area.
In addition, in certain circumstances, the Medicare-related commission rates that we receive may be higher in the first calendar year of a plan if the plan is the first Medicare Advantage plan issued to the consumer. After the first twelve months, they generally decline significantly.
In addition, in certain circumstances, the Medicare-related commission rates that we receive may be higher in the first calendar year of a plan if the plan is the first Medicare Advantage plan issued to the consumer. After the first twelve months, they generally GoHealth, Inc. 2025 Form 10-K 24 decline significantly.
We are also exposed to risks associated with the potential financial instability of our health plan partners and consumers, many of whom may be adversely affected by volatile conditions in the financial markets or an economic slowdown.
GoHealth, Inc. 2025 Form 10-K 28 We are also exposed to risks associated with the potential financial instability of our health plan partners and consumers, many of whom may be adversely affected by volatile conditions in the financial markets or an economic slowdown.
We will not be reimbursed for any payments made to the Continuing Equity Owners and the Blocker Shareholders under the TRA in the event that any tax benefits are disallowed. GoHealth, Inc. 2024 Form 10-K 34 Payments under the TRA will be based on the tax reporting positions that we determine, and the U.S.
We will not be reimbursed for any payments made to the Continuing Equity Owners and the Blocker Shareholders under the TRA in the event that any tax benefits are disallowed. Payments under the TRA will be based on the tax reporting positions that we determine, and the U.S.
In addition, if regulators believe our websites or marketing material are not compliant with applicable laws or regulations, we could be forced to stop using our websites, marketing material or certain aspects of them, which would harm our business, operating results and financial condition. Our balance sheet includes a significant amount of intangible assets.
In addition, if regulators believe our websites or marketing material are not compliant with applicable laws or regulations, we could be forced to stop using our websites, marketing material or certain aspects of them, which would harm our business, operating results and financial condition.
Our operating results may be adversely impacted by factors that impact our estimate of LTV. GoHealth, Inc. 2024 Form 10-K 18 We recognize agency revenue at the time a qualified prospect becomes a commissionable Submission by applying the latest estimated LTV for that product.
Our operating results may be adversely impacted by factors that impact our estimate of LTV. We recognize agency revenue at the time a qualified prospect becomes a commissionable Submission by applying the latest estimated LTV for that product.
If we are not able to maintain and enhance our brand, our business and operating results will be harmed. Damage to our reputation and negative publicity could have a material adverse effect on our business, financial condition and results of operations.
GoHealth, Inc. 2025 Form 10-K 27 If we are not able to maintain and enhance our brand, our business and operating results will be harmed. Damage to our reputation and negative publicity could have a material adverse effect on our business, financial condition and results of operations.
We utilize certain exemptions afforded to a “controlled company.” As a result, we are not subject to certain corporate governance requirements, including that a majority of our board of directors consists of “independent directors,” as defined under the Nasdaq Rules.
We utilize certain GoHealth, Inc. 2025 Form 10-K 37 exemptions afforded to a “controlled company.” As a result, we are not subject to certain corporate governance requirements, including that a majority of our board of directors consists of “independent directors,” as defined under the Nasdaq Rules.
GoHealth, Inc. 2024 Form 10-K 33 The TRA with the Continuing Equity Owners requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and such payments could be substantial.
The TRA with the Continuing Equity Owners requires us to make cash payments to them in respect of certain tax benefits to which we may become entitled, and such payments could be substantial.
In addition, if we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected. We incur significant costs as a result of operating as a public company.
In addition, if we are unable to assert that our internal control over financial reporting is effective, investors may lose confidence in the accuracy and completeness of our financial reports, we may face restricted access to the capital markets and our stock price may be adversely affected.
The interests of Centerbridge or NVX Holdings in any such challenge may differ from or conflict with our interests and your interests, and Centerbridge or NVX Holdings may exercise their consent rights relating to any such challenge in a manner adverse to our interests and your interests.
The interests of Centerbridge or NVX Holdings in any such challenge may differ from or conflict with our interests and GoHealth, Inc. 2025 Form 10-K 36 your interests, and Centerbridge or NVX Holdings may exercise their consent rights relating to any such challenge in a manner adverse to our interests and your interests.
It may become increasingly difficult to maintain and improve our marketplace platform performance, especially during peak usage times, as our marketplace platform becomes more complex and the usage of the platform increases.
It may become increasingly difficult to maintain and improve our marketplace platform performance, especially during peak usage times, as our marketplace platform becomes more complex GoHealth, Inc. 2025 Form 10-K 22 and the usage of the platform increases.
As part of those initiatives, we intend to focus our efforts on a reduction in infrastructure costs, including with respect to our technology platform and underlying network infrastructures, which may have a negative impact on our business.
As part of those initiatives, we intend to focus our efforts on a reduction in infrastructure costs, including with respect to our technology platform and underlying network infrastructures, which could affect the reliability, performance or scalability of our technology systems or may otherwise have a negative impact on our business.
We may not be able to refinance our debt or sell additional debt or equity securities or our assets on favorable terms, if at all, and if we must sell our assets, it may negatively affect our business, financial condition and results of operations.
We may not be able to refinance our debt or sell additional debt or equity securities or our assets on favorable terms, if at all, and if we must sell our assets, it may negatively affect our business, financial condition and results of operations. In such cases, stockholders could lose all or part of their investment.
GoHealth, Inc. 2024 Form 10-K 36 Because we have no current plans to pay regular cash dividends on our Class A common stock, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it.
Because we have no current plans to pay regular cash dividends on our Class A common stock, you may not receive any return on investment unless you sell your Class A common stock for a price greater than that which you paid for it. We do not anticipate paying any regular cash dividends on our Class A common stock.
If we are unable to communicate effectively by e-mail or telephone with our consumers and qualified prospects as a result of legislation, blockage, screening technologies or otherwise, our ability to attract and retain consumers will be limited. Our business primarily generates revenue through the sale of Medicare Advantage plans.
If we are unable to communicate effectively by e-mail or telephone with our consumers and qualified prospects as a result of legislation, blockage, screening technologies or otherwise, our ability to attract and retain consumers will be limited.
GoHealth, Inc. 2024 Form 10-K 22 Operating and growing our business may require additional capital, and if capital is not available to us, our business, operating results and financial condition may suffer. Operating and growing our business is expected to require further investments in our business.
Operating and growing our business may require additional capital, and if capital is not available to us, our business, operating results and financial condition may suffer. Operating and growing our business is expected to require further investments in our business.
GoHealth, Inc. 2024 Form 10-K 13 Additionally, mergers among health plan partners or an acquisition of one health plan partner by another health plan partner may trigger changes to our agreements with such health plan partners.
Additionally, mergers among health plan partners or an acquisition of one health plan partner by another health plan partner may trigger changes to our agreements with such health plan partners.
Our ability to sell insurance is dependent upon our information technology systems. In connection with sales of Medicare plans, CMS rules require that our health insurance agent employees utilize CMS-approved scripts and that we record and maintain the recording of telephonic interactions.
In connection with sales of Medicare plans, CMS rules require that our health insurance agent employees utilize CMS-approved scripts and that we record and maintain the recording of telephonic interactions.
Our ability to borrow under our Credit Agreement depends on our compliance with this financial covenant. Events beyond our control, including changes in general economic and business conditions, may affect our ability to satisfy the financial covenant. We may not satisfy the financial covenant in the future, and our lenders may not waive any failure to satisfy the financial covenant.
Events beyond our control, including changes in general economic and business conditions, may affect our ability to satisfy the financial covenant. We may not satisfy the financial covenant in the future, and our lenders may not waive any failure to satisfy the financial covenant.
Addressing the unsolicited proposal, similar future proposals and any other actions by stockholders or others relating to a potential transaction involving ownership of the Company could interfere with our ability to execute our strategic plans, make it more difficult to attract and retain qualified executives and employees, cause management distraction, require us to utilize more resources than anticipated towards review of strategic alternatives and result in the loss of potential business opportunities, any of which could have a material negative impact on the Company.
Responding to such proposals or actions, or speculation regarding the possibility of such proposals or actions, could interfere with our ability to execute our strategic plans, make it more difficult to attract and retain qualified executives and employees, cause management distraction, require us to utilize more resources than anticipated towards review of strategic alternatives and result in the loss of potential business opportunities, any of which could have a material negative impact on the Company.
If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner.
If we fail to establish and maintain effective internal control over financial reporting and disclosure controls and procedures, we may not be able to accurately report our financial results, or report them in a timely manner. We are subject to the Nasdaq Rules and the rules and regulations established from time to time by the SEC.
Our commission rates from health plan partners are either set by each health plan partner or negotiated between us and each health plan partner.
GoHealth, Inc. 2025 Form 10-K 14 Our commission rates from health plan partners are either set by each health plan partner or negotiated between us and each health plan partner.
Artificial intelligence tools and algorithms may use third-party artificial intelligence with unclear intellectual property rights or interests. Intellectual property ownership and license rights, including copyright, of generative and other artificial intelligence output, have not been fully interpreted by courts or regulations.
Intellectual property ownership and license rights, including copyright, of generative and other artificial intelligence output, have not been fully interpreted by courts or regulations.
Techniques used to obtain unauthorized access or to sabotage systems change frequently, and as a result, we may be unable to anticipate these techniques or to implement adequate preventative measures. Additionally, our third-party service providers who process information on our behalf may cause security breaches for which we are responsible.
As a result, we may be unable to anticipate emerging techniques or implement adequate preventative measures in advance. Additionally, our third-party service providers who process information on our behalf may cause security breaches for which we are responsible.
If our agents are not able to effectively work from home, we may not be able to sell as many plans, which would negatively impact our business, financial condition and results of operations. Information technology system failures could interrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
If our agents are not able to effectively work from home, we may not be able to sell as many plans, which would negatively impact our business, financial condition and results of operations.
Further, the unsolicited proposal, similar future proposals and any actual or perceived actions by our stockholders or others relating to a potential transaction involving the Company may cause significant fluctuations in our stock price based upon temporary or speculative market perceptions or other factors that do not necessarily reflect the Company’s underlying fundamentals and prospects.
Events such as these, including actual or perceived proposals, speculation regarding potential transactions or other actions by stockholders or third parties relating to a potential transaction involving the Company may cause significant fluctuations in our stock price based upon temporary or speculative market perceptions or other factors that do not necessarily reflect the Company’s underlying fundamentals and prospects.
We expect these rules and regulations to continue to increase our legal and financial compliance costs and to make some activities more difficult, time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty.
The expenses incurred by public companies generally for reporting and corporate governance purposes have been increasing. We expect these rules and regulations to continue to increase our legal and financial compliance costs and to make some activities more difficult, time-consuming and costly, although we are currently unable to estimate these costs with any degree of certainty.
If a material weakness in our internal control over financial reporting occurs in the future, our future consolidated financial statements or other information filed with the SEC may contain material misstatements.
If a material weakness in our internal control over financial reporting occurs in the future, our future consolidated financial statements or other information filed with the SEC may contain material misstatements. In addition, our management’s review and evaluation of the sufficiency of our internal controls may not discover additional weaknesses in our internal control over financial reporting in the future.
Even if we successfully complete an acquisition, it could harm our business, operating results and financial condition. Our business may not grow if consumers are not informed about the availability and accessibility of affordable health insurance. Numerous health insurance products are available to consumers in any given market. Most of these products vary by price, benefits and other policy features.
Even if we successfully complete an acquisition or strategic alternative, it could harm our business, operating results and financial condition. Our business may not grow if consumers are not informed about the availability and accessibility of affordable health insurance. GoHealth, Inc. 2025 Form 10-K 29 Numerous health insurance products are available to consumers in any given market.
Any such disclosure would have a negative effect on our business and the value of our proprietary software. Our growing use of artificial intelligence and machine learning may present additional risks, including risks associated with algorithm development or use, the tools and data sets used, and an uncertain regulatory environment.
Our growing use of artificial intelligence and machine learning may present additional risks, including risks associated with algorithm development or use, the tools and data sets used, and an uncertain regulatory environment. Our growing use of artificial intelligence (including machine learning) in our business and offerings presents additional risks.
GoHealth, Inc. 2024 Form 10-K 32 If we were unable to repay or otherwise refinance these borrowings and loans when due, and the applicable lenders proceeded against the collateral granted to them to secure that indebtedness, we may be forced into bankruptcy or liquidation.
If we were unable to repay or otherwise refinance these borrowings and loans when due, and the applicable lenders proceeded against the collateral granted to them to secure that indebtedness, we may be forced into bankruptcy or liquidation. In the event the applicable lenders accelerate the repayment of our borrowings, we may not have sufficient assets to repay that indebtedness.
In May 2023, our Board of Directors received an unsolicited proposal from a group of buyers that includes Centerbridge and the Founders to acquire all of the outstanding shares of Class A common stock and LLC Interests not already owned by the potential buyers.
For example, in May 2023 our Board of Directors received an unsolicited proposal from a group of buyers that included Centerbridge and the Founders to acquire all of the outstanding shares of Class A common stock and LLC Interests not already owned by the potential buyers, which proposal was subsequently rejected by a Special Committee of the Board of Directors in August 2023 after review with its independent financial and legal advisors.
Our success depends, in part, on our ability to develop and commercialize our products and services without infringing, misappropriating or otherwise violating the intellectual property rights of third parties.
Third parties may be able to successfully challenge, oppose, invalidate, render unenforceable, dilute, misappropriate or circumvent our trademarks, copyrights and other intellectual property rights. Our success depends, in part, on our ability to develop and commercialize our products and services without infringing, misappropriating or otherwise violating the intellectual property rights of third parties.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeAs of the date of this 2024 Annual Report on Form 10-K, the Company is not aware of any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected the Company, its business strategy, results of operations or financial condition; however, we cannot provide assurance that these threats will not result in such an impact in the future, as discussed in the risk factors entitled “Risks Related to Our Business” and “Risks Related to Our Intellectual Property and Technology” in Part I, Item 1A. of this 2024 Annual Report on Form 10-K.
Biggest changeAs of the date of this 2025 Annual Report on Form 10-K, the Company is not aware of any material risks from cybersecurity threats, including as a result of any previous cybersecurity incidents, that have materially affected the Company, its business strategy, results of operations or financial condition; however, we cannot provide assurance that these threats will not result in such an impact in the future, as discussed in the risk factors entitled “Risks Related to Our Business” and “Risks Related to Our Intellectual Property and Technology” in Part I, Item 1A. of this 2025 Annual Report on Form 10-K.
Governance GoHealth, Inc. 2024 Form 10-K 41 The Board of Directors recognizes the importance of cybersecurity in safeguarding the Company’s sensitive data. The Board of Directors is responsible for overseeing overall risk management for the Company, including review and approval of the ERM approach and processes implemented by management to identify, assess, manage and mitigate risk.
Governance GoHealth, Inc. 2025 Form 10-K 44 The Board of Directors recognizes the importance of cybersecurity in safeguarding the Company’s sensitive data. The Board of Directors is responsible for overseeing overall risk management for the Company, including review and approval of the ERM approach and processes implemented by management to identify, assess, manage and mitigate risk.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeAs part of our continued cost savings initiatives during the twelve months ended December 31, 2024, 2023 and 2022, we evaluated our portfolio of properties to identify where we no longer utilize the property for our business operations. As a result, we have entered into or are actively seeking sublease and termination agreements.
Biggest changeAs part of our continued cost savings initiatives during the twelve months ended December 31, 2025, 2024 and 2023, we evaluated our portfolio of properties to identify where we no longer utilize the property for our business operations. As a result, we have entered into or are actively seeking sublease and termination agreements.

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeGoHealth, Inc. 2024 Form 10-K 42 The following table provides information regarding our members of our Board of Directors as of the date of this Annual Report on Form 10-K: Name Age Position(s) Clinton Jones 47 Co-Founder, Co-Chairman of the Board of Directors Brandon Cruz 47 Co-Founder, Co-Chairman of the Board of Directors Vijay Kotte 47 Director and Chief Executive Officer David Fisher 55 Director Jeremy Gelber 49 Director Karolina Hilu 43 Director Abhiraj Modi 35 Director Alexander Timm 36 Director Alan Wheatley 57 Director GoHealth, Inc. 2024 Form 10-K 43 Part II
Biggest changeGoHealth, Inc. 2025 Form 10-K 45 The following table provides information regarding our members of our Board of Directors as of the date of this Annual Report on Form 10-K: Name Age Position(s) Clinton Jones 48 Co-Founder, Co-Chairman of the Board of Directors Brandon Cruz 48 Co-Founder, Co-Chairman of the Board of Directors Vijay Kotte 48 Director and Chief Executive Officer David Fisher 56 Director Mark Weinsten 62 Director Alan Carr 56 Director Bao Truong 52 Director Timothy Pohl 59 Director William Transier 71 Director GoHealth, Inc. 2025 Form 10-K 46 Part II
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS The following table provides information regarding our executive officers as of the date of this Annual Report on Form 10-K: Name Age Position(s) Vijay Kotte 47 Chief Executive Officer Brendan Shanahan 62 Chief Financial Officer Michael Hargis 53 Chief Operating Officer Brad Burd 47 Chief Legal Officer and Corporate Secretary Executive Officers Vijay Kotte joined GoHealth as Chief Executive Officer in 2022 and serves on the Company’s Board of Directors.
INFORMATION ABOUT OUR EXECUTIVE OFFICERS AND DIRECTORS The following table provides information regarding our executive officers as of the date of this Annual Report on Form 10-K: Name Age Position(s) Vijay Kotte 48 Chief Executive Officer Brendan Shanahan 63 Chief Financial Officer Michael Hargis 54 Chief Operating Officer Brad Burd 48 Chief Legal Officer and Corporate Secretary Executive Officers Vijay Kotte joined GoHealth as Chief Executive Officer in 2022 and serves on the Company’s Board of Directors.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe following table provides information relating to the purchases of our common stock during the three months ended December 31, 2024 in accordance with Item 703 of Regulation S-K: Period Total Number of Shares (or Units) Purchased (1) Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as part of publicly announced plans or programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1, 2024 - October 31, 2024 2,848 $ 9.36 — $ — November 1, 2024 - November 30, 2024 — — — — December 1, 2024 - December 31, 2024 — — — — GoHealth, Inc. 2024 Form 10-K 44 (1) During the three months ended December 31, 2024, 2,848 shares of common stock were withheld by the Company pursuant to provisions in agreements with recipients of restricted stock units granted under the Company’s 2020 Incentive Award Plan allowing the Company to withhold the number of shares having the fair value equal to the tax withholding due.
Biggest changeThe following table provides information relating to the purchases of our common stock during the three months ended December 31, 2025 in accordance with Item 703 of Regulation S-K: Period Total Number of Shares (or Units) Purchased (1) Average Price Paid per Share (or Unit) Total Number of Shares (or Units) Purchased as part of publicly announced plans or programs Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs October 1, 2025 - October 31, 2025 2,816 $ 4.75 — $ — November 1, 2025 - November 30, 2025 19,563 $ 3.96 — — December 1, 2025 - December 31, 2025 — — — — Total 22,379 $ 4.06 (1) During the three months ended December 31, 2025, 22,379 shares of common stock were withheld by the Company pursuant to provisions in agreements with recipients of restricted stock units granted under the Company’s 2020 Incentive Award Plan allowing the Company to withhold the number of shares having the fair value equal to the tax withholding due.
Purchase of Equity Securities by the Issuer and Affiliated Purchaser A total of 149,000 shares of Class A common stock were withheld to cover the tax liability resulting from the vesting of restricted stock units during the twelve months ended December 31, 2024. These withheld shares are recorded as treasury stock on the Consolidated Balance Sheets.
Purchase of Equity Securities by the Issuer and Affiliated Purchaser A total of 471,000 shares of Class A common stock were withheld to cover the tax liability resulting from the vesting of restricted stock units during the twelve months ended December 31, 2025. These withheld shares are recorded as treasury stock on the Consolidated Balance Sheets.
As of February 20, 2025, there were 1 and 9 Class A and Class B common stockholders of record, respectively.
As of March 24, 2026, there were 34 and 9 Class A and Class B common stockholders of record, respectively.
Removed
Reverse Stock Split On November 10, 2022, the Board of Directors approved a resolution to effect a reverse stock split such that every holder of Class A common stock and Class B common stock (together, “Common Stock”) received one share of the respective class of stock for every fifteen shares of Common Stock held (the “Reverse Stock Split”).
Removed
The Reverse Stock Split also adjusted the LLC Interests. The authorized shares and par value per share of the Common Stock and preferred stock were not adjusted as a result of the Reverse Stock Split.
Removed
With respect to the Series A redeemable convertible preferred stock, the conversion price was automatically adjusted to account for the Reverse Stock Split for such shares. Share and per share amounts of preferred stock were not adjusted as a result of the Reverse Stock Split. The Reverse Stock Split became effective on November 17, 2022.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 59 CONSOLIDATED STATEMENTS OF OPERATIONS 61 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 62 CONSOLIDATED BALANCE SHEETS 63 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 64 CONSOLIDATED STATEMENTS OF CASH FLOWS 66 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 67 The report of GoHealth Inc.’s independent registered public accounting firm (PCAOB ID:42) with respect to the above-referenced financial statements are included in Item 8 of this Annual Report on Form 10-K at the page number referenced herein.
Biggest changeFINANCIAL STATEMENTS AND SUPPLEMENTARY DATA 62 CONSOLIDATED STATEMENTS OF OPERATIONS 64 CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS) 65 CONSOLIDATED BALANCE SHEETS 66 CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY 67 CONSOLIDATED STATEMENTS OF CASH FLOWS 69 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 70 The report of GoHealth Inc.’s independent registered public accounting firm (PCAOB ID:42) with respect to the above-referenced financial statements are included in Item 8 of this Annual Report on Form 10-K at the page number referenced herein.
ITEM 6. [RESERVED] 45 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 45 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 58 ITEM 8.
ITEM 6. [RESERVED] 47 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS 47 ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK 61 ITEM 8.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeThe following table sets forth the components of our results of operations for the periods presented: Twelve months ended Dec. 31, (in thousands) 2024 2023 2022 Net revenues $ 798,894 $ 734,671 $ 631,675 Operating expenses: Revenue share 130,612 158,961 187,670 Marketing and advertising expense 235,696 205,042 207,559 Consumer care and enrollment 222,414 209,234 260,902 Technology expense 41,046 43,302 46,094 General and administrative 82,116 93,069 116,530 Amortization of intangible assets 94,057 94,057 94,057 Operating lease impairment charges — 2,687 25,345 Intangible asset impairment charges — 10,000 — Restructuring and other related charges — — 12,184 Total operating expenses 805,941 816,352 950,341 Income (loss) from operations (7,047) (81,681) (318,666) Interest expense 72,868 69,472 57,069 Gain on bargain purchase (84,492) — — Loss on extinguishment of debt 10,463 — — Other (income) expense, net (834) (37) (115) Income (loss) before income taxes (5,052) (151,116) (375,620) Income tax expense (benefit) 2,267 154 764 Net income (loss) (7,319) (151,270) (376,384) Net income (loss) attributable to noncontrolling interests (4,391) (88,013) (227,678) Net income (loss) attributable to GoHealth, Inc. $ (2,928) $ (63,257) $ (148,706) Non-GAAP financial measures: EBITDA $ 173,706 $ 24,104 $ (211,549) Adjusted EBITDA $ 120,319 $ 75,091 $ (129,776) Net income (loss) margin (0.9) % (20.6) % (59.6) % Adjusted EBITDA margin 15.1 % 10.2 % (20.5) % The following is our net revenues and results thereof for the twelve months ended December 31, 2024 and 2023: Net revenues Twelve months ended Dec. 31, 2024 2023 $ Change % Change $ 798,894 $ 734,671 $ 64,223 8.7 % The $64.2 million, or 8.7% increase compared to the prior year period was primarily attributable to an increase in agency revenue driven by an increase in Submissions for which GoHealth is the agent of record, partially offset by a decrease in non-agency revenue.
Biggest changeThe following table sets forth the components of our results of operations for the periods presented: Twelve months ended Dec. 31, (in thousands) 2025 2024 2023 Net revenues $ 361,845 $ 798,894 $ 734,671 Operating expenses: Revenue share 96,126 130,612 158,961 Marketing and advertising 116,379 235,696 205,042 Consumer care and enrollment 106,045 222,414 209,234 Technology 34,904 41,046 43,302 General and administrative 90,789 82,116 93,069 Amortization of intangible assets 70,542 94,057 94,057 Indefinite and long-lived asset impairment charges 259,961 — 12,687 Total operating expenses 774,746 805,941 816,352 Income (loss) from operations (412,901) (7,047) (81,681) Interest expense 87,320 72,868 69,472 Gain on bargain purchase — (84,492) — Loss on extinguishment of debt 1,655 10,463 — Other (income) expense, net (786) (834) (37) Income (loss) before income taxes (501,090) (5,052) (151,116) Income tax expense (benefit) (3,335) 2,267 154 Net income (loss) (497,755) (7,319) (151,270) Net income (loss) attributable to noncontrolling interests (240,629) (4,391) (88,013) Net income (loss) attributable to GoHealth, Inc. $ (257,126) $ (2,928) $ (63,257) Non-GAAP financial measures: EBITDA $ (333,664) $ 173,706 $ 24,104 Adjusted EBITDA $ (35,109) $ 120,319 $ 75,091 Net income (loss) margin (137.6) % (0.9) % (20.6) % Adjusted EBITDA margin (9.7) % 15.1 % 10.2 % The following is our net revenues and results thereof for the twelve months ended December 31, 2025 and 2024: Net revenues Twelve months ended Dec. 31, 2025 2024 $ Change % Change $ 361,845 $ 798,894 $ (437,049) (54.7) % The $437.0 million, or 54.7% decrease compared to the prior year period was primarily attributable to the scale back of our Medicare Advantage activities in response to tightening health plan economics, partially offset by the launch of GoHealth Protect during the second quarter of 2025.
The decrease was partially offset by an increase in cash from working capital components from prepaid assets and other current assets and commissions payable, as well as an increase in net income (loss).
The decrease was partially offset by an increase in cash from working capital components from prepaid assets and other current assets and commissions payable, as well as an decrease in net income (loss).
See “Risk Factors—Risks Related to Our Business—Our operating results may be adversely impacted by factors that impact our estimate of LTV” in this Annual Report on Form 10-K. Agency revenue includes partner marketing revenue, in which the Company is compensated by its health plan partners for providing marketing services over a predetermined measurement period.
“Risk Factors—Risks Related to Our Business—Our operating results may be adversely impacted by factors that impact our estimate of LTV” in this Annual Report on Form 10-K. Agency revenue includes partner marketing revenue, in which the Company is compensated by its health plan partners for providing marketing services over a predetermined measurement period.
With a widely scalable end-to-end platform and substantial presence in the Medicare landscape, we believe we are uniquely positioned as a trusted partner to the 67 million Medicare-eligible Americans, as well as the 11,000 Americans becoming eligible each day, as they navigate one of life's most important purchasing decisions.
With a widely scalable end-to-end platform and substantial presence in the Medicare landscape, we believe we are uniquely positioned as a trusted partner to the 68 million Medicare-eligible Americans, as well as the 11,000 Americans becoming eligible each day, as they navigate one of life's most important purchasing decisions.
Factors that could cause such differences are discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements,” “Summary Risk Factors” and “Risk Factors” in this Annual Report on Form 10-K. The risks and uncertainties described in this 2024 Annual Report on Form 10-K are not the only risks and uncertainties we face.
Factors that could cause such differences are discussed in the sections titled “Cautionary Note Regarding Forward-Looking Statements,” “Summary Risk Factors” and “Risk Factors” in this Annual Report on Form 10-K. The risks and uncertainties described in this 2025 Annual Report on Form 10-K are not the only risks and uncertainties we face.
Weakening industry or economic trends, disruptions to our business, changes in discount rate assumptions, unexpected significant changes or planned changes in the use of the assets or in our entity structure are all factors which may adversely impact the assumptions used in the valuation.
Weakening industry or economic trends, disruptions to the Company's business, changes in discount rate assumptions, unexpected significant changes or planned changes in the use of the assets or in the Company’s entity structure are all factors which may adversely impact the assumptions used in the valuation.
The persistency-adjusted renewal period is determined based on our historical experience and available industry and health plan partner historical data. Persistency adjustments allow us to estimate renewal revenue only to the extent probable that a material reversal in revenue would not be expected to occur. These factors may result in varying values from period to period.
The persistency-adjusted renewal period is determined based on our historical experience and available industry and health plan partner historical data. Persistency adjustments allow us to estimate renewal revenue only to the extent probable that a material reversal in revenue would not be expected to occur. These factors may result in varying values from period to period. See Item 1A.
In addition to tax expenses, we also incur expenses related to our status as a public company, plus payment obligations under the Tax Receivable Agreement (“TRA”), which could be significant. We intend to cause GHH, LLC to make distributions to us in an amount sufficient to allow us to pay these expenses and fund any payments due under the TRA.
In addition to tax expenses, we also incur expenses related to our status as a public company, plus payment obligations under the TRA, which could be significant. We intend to cause GHH, LLC to make distributions to us in an amount sufficient to allow us to pay these expenses and fund any payments due under the TRA.
The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this Annual Report on Form 10-K, including the Consolidated Financial Statements and related Notes, and should be read in conjunction with the accompanying tables.
The following discussion and analysis is intended to highlight and supplement data and information presented elsewhere in this Annual Report on Form GoHealth, Inc. 2025 Form 10-K 47 10-K, including the Consolidated Financial Statements and related Notes, and should be read in conjunction with the accompanying tables.
Update on Business Trends and Strategy GoHealth has evolved from a traditional Medicare enrollment company to a Medicare engagement company, focusing on forging high-quality relationships with our consumers.
Update on Business Trends and Strategy GoHealth has evolved from a traditional Medicare enrollment company to a Medicare engagement and digital health marketplace focusing on forging high-quality relationships with our consumers.
The accounting policies we believe to reflect our more significant estimates, judgments and assumptions that are most critical to understanding and evaluating our reported financial results are: • Commission revenue recognition and commissions receivable; • Share-based compensation; • Intangible assets; • Impairment of operating lease ROU assets; • Liabilities pursuant to the TRA.
The accounting policies we believe to reflect our more significant estimates, judgments and assumptions that are most critical to understanding and evaluating our reported financial results are: • Commission revenue recognition and commissions receivable; • Share-based compensation; • Intangible assets; and • Liabilities pursuant to the TRA.
The percentage ownership of total shares of Class A and Class B common stock issued and outstanding as of December 31, 2024, is as follows: GoHealth, Inc. 2024 Form 10-K 46 The percentage of ownership noted above is inclusive of only Class A and Class B common stock issued and outstanding.
The percentage ownership of total shares of Class A and Class B common stock issued and outstanding as of December 31, 2025, is as follows: GoHealth, Inc. 2025 Form 10-K 49 The percentage of ownership noted above is inclusive of only Class A and Class B common stock issued and outstanding.
Share-based compensation expense for Time-Vesting Units, RSUs, stock options and PSUs are recognized on a straight-line basis over the requisite service or performance period, which is generally three to five years. We recognize forfeitures as they occur. The fair value of Time-Vesting Units and market-based PSUs are determined using a Monte Carlo simulation.
Share-based compensation expense for Time-Vesting Units, RSUs, stock options and PSUs are recognized on a straight-line basis over the requisite service or performance period, which is generally three to five years. We recognize forfeitures as they occur. GoHealth, Inc. 2025 Form 10-K 59 The fair value of Time-Vesting Units and market-based PSUs are determined using a Monte Carlo simulation.
The enrollment and engagement services offered through our non-agency model are strategically designed to enhance the consumer experience, reflecting our focus on building trusted, long-term relationships with our consumers. Non-agency revenue for the twelve months ended December 31, 2024 represented 27% of total Medicare revenue compared to 38% of total Medicare revenue for the twelve months ended December 31, 2023.
The enrollment and engagement services offered through our non-agency model are strategically designed to enhance the consumer experience, reflecting our focus on building trusted, long-term relationships with our consumers. Non-agency revenue for the twelve months ended December 31, 2025 represented 15% of Total net revenue compared to 27% of Total Net revenue for the twelve months ended December 31, 2024.
As part of this effort, we launched Encompass Express, an enhanced, consumer-centric operating model built on the foundation of our original Encompass workflow. Encompass Express includes streamlined scripting and hand-offs, utilizing technology-driven standardization and automation to deliver efficiency and enhance the consumer experience while maintaining quality.
As part of this effort, we continued to operate under our Encompass Express model which is an enhanced, consumer-centric operating model built on the foundation of our original Encompass workflow. Encompass Express includes streamlined scripting and hand-offs, utilizing technology-driven standardization and automation to deliver efficiency and enhance the consumer experience while maintaining quality.
The following table presents a summary of cash flows for the twelve months ended December 31, 2024, 2023, and 2022; Twelve months ended Dec. 31, (in thousands) 2024 2023 2022 Net cash provided by (used in) operating activities $ (21,607) $ 109,141 $ 60,904 Net cash provided by (used in) investing activities $ 3,807 $ (13,732) $ (13,512) Net cash provided by (used in) financing activities $ (32,033) $ (21,106) $ (115,051) Operating Activities Cash provided by (used in) operating activities primarily consists of net income (loss) adjusted for certain non-cash items including share-based compensation, depreciation and amortization, amortization of intangible assets, amortization of debt discount and issuance costs, intangible impairment charges, loss on extinguishment of debt, operating lease impairment charges, deferred tax liability, non-cash restructuring charges, non-cash lease expense, gain on bargain purchase and the effect of changes in working capital and other activities.
The following table presents a summary of cash flows for the twelve months ended December 31, 2025, 2024, and 2023; Twelve months ended Dec. 31, (in thousands) 2025 2024 2023 Net cash provided by (used in) operating activities $ (121,947) $ (21,607) $ 109,141 Net cash provided by (used in) investing activities $ (8,248) $ 3,807 $ (13,732) Net cash provided by (used in) financing activities $ 121,996 $ (32,033) $ (21,106) Operating Activities Cash provided by (used in) operating activities primarily consists of net income (loss) adjusted for certain non-cash items including share-based compensation, depreciation and amortization, amortization of intangible assets, amortization of debt discount and issuance costs, intangible impairment charges, loss on extinguishment of debt, operating lease impairment charges, deferred tax liability, non-cash restructuring charges, non-cash lease expense, gain on bargain purchase and the effect of changes in working capital and other activities.
GoHealth, Inc. 2024 Form 10-K 47 Results of Operations The following is a discussion and analysis of changes in the financial condition and results of operations for fiscal year 2024 compared to fiscal year 2023.
GoHealth, Inc. 2025 Form 10-K 50 Results of Operations The following is a discussion and analysis of changes in the financial condition and results of operations for fiscal year 2025 compared to fiscal year 2024.
The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentages for the twelve months ended December 31, 2024, 2023, and 2022 were 56.2%, 58.2% and 61.1%, respectively.
The weighted average ownership percentages for the applicable reporting periods are used to attribute net income (loss) and other comprehensive income (loss) to the Company and the non-controlling interest holders. The non-controlling interest holders' weighted average ownership percentages for the twelve months ended December 31, 2025, 2024, and 2023 were 49.4%, 56.2% and 58.2%, respectively.
The following are our Submissions, Sales per Submission and Direct Operating Cost per Submission for the periods presented: Twelve months ended Dec. 31, 2024 2023 2022 Submissions 1,016,182 826,159 862,656 Sales per Submission $ 781 $ 866 $ 915 Direct Operating Cost per Submission $ 578 $ 683 $ 747 Submissions GoHealth, Inc. 2024 Form 10-K 51 Submissions are counted when an individual either (i) completes an application with our licensed agent that is submitted to the health plan partner and subsequently approved by the health plan partner during the indicated period, excluding applications through our Non-Encompass BPO Services or (ii) is transferred by our agent to the health plan partner through the Encompass marketplace during the indicated period.
The following are our Submissions, Sales per Submission and Direct Operating Cost per Submission for the periods presented: Twelve months ended Dec. 31, 2025 2024 2023 Submissions 534,657 1,016,182 826,159 Sales per Submission $ 668 $ 781 $ 866 Direct Operating Cost per Submission $ 594 $ 578 $ 683 Submissions Submissions are counted when an individual either (i) completes an application with our licensed agent that is submitted to the health plan partner and subsequently approved by the health plan partner during the indicated period, excluding applications GoHealth, Inc. 2025 Form 10-K 54 through our Non-Encompass BPO Services or (ii) is transferred by our agent to the health plan partner through the Encompass marketplace during the indicated period.
A discussion and analysis regarding our results of operations for fiscal year 2023 compared to fiscal year 2022 that are not included in this Annual Report on Form 10-K can be found in our Annual Report on Form 10-K filed with the SEC on March 14, 2024.
A discussion and analysis regarding our results of operations for fiscal year 2024 compared to fiscal year 2023 that are not included in this Annual Report on Form 10-K can be found in our Annual Report on Form 10-K filed with the SEC on February 27, 2025.
The fair values were estimated using a discounted cash flow approach on forecasted future cash flows expected to be derived from the property based on current sublease market rent, which is considered a level 3 input in the fair value hierarchy.
Determination of the fair values of operating lease ROU assets were estimated using a discounted cash flow approach on forecasted future cash flows expected to be derived from the property based on current sublease market rent, which is considered a level 3 input in the fair value hierarchy.
The change was primarily driven by the acquisition of e-TeleQuote, partially offset by an increase in capitalized internal-use software related to new technology, software and systems. Financing Activities Net cash used in financing activities was $32.0 million for the twelve months ended December 31, 2024, from $21.1 million for the twelve months ended December 31, 2023.
The change was primarily driven by the acquisition of e-TeleQuote, partially offset by an increase in capitalized internal-use software related to new technology, software and systems. Financing Activities Net cash provided by financing activities was $122.0 million for the twelve months ended December 31, 2025, from $32.0 million for the twelve months ended December 31, 2024.
The increase was primarily driven by an increase in repayments of our Term Loan Facilities, an increase in payments related to debt issuance costs related to the Amended and Restated Credit Agreement, partially offset by an increase in borrowings under the Revolving Credit Facilities and a decrease in payments of preferred stock dividends compared to the prior year period.
The increase was primarily driven by an increase in repayments of our Term Loan Facilities, an increase in payments related to debt issuance costs related to the Amended and Restated Credit Agreement, GoHealth, Inc. 2025 Form 10-K 57 partially offset by an increase in borrowings under the Revolving Credit Facilities and a decrease in payments of preferred stock dividends compared to the prior year period.
The $130.7 million decrease was primarily driven by a decrease in cash from working capital components from commissions receivable, other liabilities, accounts payable, accounts receivable and accrued liabilities.
The $100.3 million decrease was primarily driven by a decrease in cash from working capital components from commissions receivable, other liabilities, accounts payable, accounts receivable and accrued liabilities.
As of December 31, 2024, the Company had a principal amount of $475.0 million outstanding under the New Term Loan Facility and no principal amounts outstanding under Term Loan Facilities. The effective interest rate of the New Term Loan Facility was 12.06% at December 31, 2024.
As of December 31, 2024, the Company had a principal amount of $475.0 million outstanding under the Term Loan Facilities. The effective interest rate of the Term Loan Facilities was 12.06 at December 31, 2024.
Gain on bargain purchase Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ (84,492) $ — $ (84,492) NM (10.6)% —% NM = Not meaningful We recognized a gain on bargain purchase of $84.5 million for the twelve months ended December 31, 2024 related to the e-TeleQuote acquisition.
GoHealth, Inc. 2025 Form 10-K 52 Gain on bargain purchase Twelve months ended Dec. 31, % of Net Revenues 2025 2024 $ Change % Change 2025 2024 $ — $ (84,492) $ 84,492 NM —% (10.6)% NM = Not meaningful We recognized a gain on bargain purchase of $(84.5) million for the twelve months ended December 31, 2024 related to the e-TeleQuote acquisition.
The Company collectively refers to the Incremental Term Loan Facility, the 2021 Incremental Term Loans and the 2021-2 Incremental Term Loans as the “Term Loan Facilities.” On November 4, 2024 (the “Effective Date”), the Borrower entered into the Amendment and Restatement Agreement, which amended and restated the Credit Agreement to provide for, among other items as further described below, a new class of term loan facilities (the “New Term Loan Facility”) in an aggregate principal amount equal to $475.0 million.
Term Loan Facilities On November 4, 2024 (the “Effective Date”), the Borrower entered into the Amendment and Restatement Agreement, which amended and restated the Credit Agreement to provide for, among other items as further described below, a new class of term loan facilities (the “New Term Loan Facility”) in an aggregate principal amount equal to $475.0 million.
As of December 31, 2024 and December 31, 2023, the Company determined that a $1.1 million and $0.8 million liability related to the Tax Receivable Agreement arose from the Transactions, respectively.
As of December 31, 2025 and December 31, 2024, the Company determined that a $1.3 million and $1.1 million liability related to the Tax Receivable Agreement arose from the Transactions, respectively.
The uncertainty associated with the variable consideration is subsequently resolved when the policy terminates. Commissions receivable includes the variable consideration for policies that may renew, and therefore, are subject to the same assumptions, judgments and estimates used when recognizing commission revenue as noted above. See Note 10, “Revenue,” for further discussion of commission revenue and commissions receivable.
The uncertainty associated with the variable consideration is subsequently resolved when the policy terminates. Commissions receivable includes the variable consideration for policies that may renew, and therefore, are subject to the same assumptions, judgments and estimates used when recognizing commission revenue as noted above.
Investing Activities Net cash provided by investing activities increased to $3.8 million for the twelve months ended December 31, 2024, from $13.7 million net cash used in investing activities for the twelve months ended December 31, 2023.
Investing Activities Net cash used in investing activities increased to $8.2 million for the twelve months ended December 31, 2025, from $3.8 million net cash provided by investing activities for the twelve months ended December 31, 2024.
GoHealth, Inc. 2024 Form 10-K 55 See Note 5, “Long-Term Debt,” to the Consolidated Financial Statements in this Annual Report on Form 10-K for additional information regarding the Company’s Credit Facilities. Seasonality The Medicare annual enrollment period (“AEP”) occurs from October 15 th to December 7 th .
See Note 5, “Long-Term Debt,” to the Consolidated Financial Statements in this Annual Report on Form 10-K for additional information regarding the Company’s Credit Facilities. Seasonality GoHealth, Inc. 2025 Form 10-K 58 AEP occurs from October 15 th to December 7 th .
The shift from non-agency to agency revenue is a result of changing carrier mix within the non-agency channel. The mix of agency and non-agency contracts is dependent on the plans most suitable for the consumers we serve and is impacted by changing market dynamics as further described below. We continue to refine our Encompass operating model through investments in technology.
The shift from non-agency to agency revenue is a result of changing carrier mix within the non-agency channel. The mix of agency and non-agency contracts is dependent on the plans most suitable for the consumers we serve and is impacted by changing market dynamics as further described below.
SARs are liability-classified awards, and as such, are recorded as a liability on the Consolidated Balance Sheets. The assumptions we use represent management's best estimates. If factors change and different assumptions are used, our compensation expense for stock options could be materially different for future grants. See Note 7, “Share-Based Compensation Plans,” for further discussion of share-based compensation.
SARs are liability-classified awards, and as such, are recorded as a liability on the Consolidated Balance Sheets. The assumptions we use represent management's best estimates. If factors change and different assumptions are used, our compensation expense for stock options could be materially different for future grants.
Should the Company determine that any additional Tax Receivable Agreement liability is considered probable at a future date based on new information, any changes will be recorded within earnings at that time. See Note 9, “Income Taxes” for further discussion of the TRA.
Should the Company determine that any additional Tax Receivable Agreement liability is considered probable at a future date based on new information, any changes will be recorded within earnings at that time. See Note 9, “Income Taxes” to the Consolidated Financial Statements included in Item 8 to this Annual Report on Form 10-K for further discussion of the TRA.
Share-Based Compensation GoHealth, Inc. 2024 Form 10-K 56 We grant share-based awards to employees and non-employee directors. Share-based awards include time-vesting profits units (“Time-Vesting Units”), restricted stock units (“RSUs”), stock options, performance stock units (“PSUs”) and stock appreciation rights ("SARs"). We recognize compensation expense for all share-based awards based on the estimated grant date fair value.
Share-based awards include time-vesting profits units (“Time-Vesting Units”), restricted stock units (“RSUs”), stock options, performance stock units (“PSUs”) and stock appreciation rights ("SARs"). We recognize compensation expense for all share-based awards based on the estimated grant date fair value.
The following table sets forth the reconciliations of GAAP net income (loss) to EBITDA and Adjusted EBITDA for the periods presented: GoHealth, Inc. 2024 Form 10-K 50 Twelve months ended Dec. 31, Non-GAAP Financial Measures 2024 2023 2022 Net revenues $ 798,894 $ 734,671 $ 631,675 Net income (loss) (7,319) (151,270) (376,384) Interest expense 72,868 69,472 57,069 Income tax expense (benefit) 2,267 154 764 Depreciation and amortization expense 105,890 105,748 107,002 EBITDA 173,706 24,104 (211,549) Gain on bargain purchase 1 (84,492) — — Share-based compensation expense 2 11,281 19,564 32,124 Loss on extinguishment of debt 3 10,463 — — Professional services 4 3,671 1,548 4,752 Legal fees 5 2,917 14,840 3,478 Severance costs 6 2,480 1,920 3,340 Other (income) loss related to the adjustment of liabilities under the Tax Receivable Agreement 7 293 428 550 Operating lease impairment charges 8 — 2,687 25,345 Restructuring and other related charges 9 — — 12,184 Intangible asset impairment charges 10 — 10,000 — Adjusted EBITDA $ 120,319 $ 75,091 $ (129,776) Net income (loss) margin (0.9) % (20.6) % (59.6) % Adjusted EBITDA margin 15.1 % 10.2 % (20.5) % (1) Represents the excess of the acquisition-date fair value of the net assets acquired over the acquisition-date fair value of the consideration transferred related to the acquisition of e-TeleQuote, as further described in Note 15, Acquisitions.
The following table sets forth the reconciliations of GAAP net income (loss) to EBITDA and Adjusted EBITDA for the periods presented: GoHealth, Inc. 2025 Form 10-K 53 Twelve months ended Dec. 31, Non-GAAP Financial Measures 2025 2024 2023 Net revenues $ 361,845 $ 798,894 $ 734,671 Net income (loss) (497,755) (7,319) (151,270) Interest expense 87,320 72,868 69,472 Income tax expense (benefit) (3,335) 2,267 154 Depreciation and amortization expense 80,106 105,890 105,748 EBITDA (333,664) 173,706 24,104 Gain on bargain purchase 1 — (84,492) — Share-based compensation expense 2 9,170 11,281 19,564 Loss on extinguishment of debt 3 1,655 10,463 — Professional services 4 11,463 3,671 1,548 Legal fees 5 5,042 2,917 14,840 Severance costs 6 11,550 2,480 1,920 Other (income) loss related to the adjustment of liabilities under the Tax Receivable Agreement 7 — 293 428 Indefinite and long-lived asset impairment charges 8 259,675 — 12,687 Adjusted EBITDA $ (35,109) $ 120,319 $ 75,091 Net income (loss) margin (137.6) % (0.9) % (20.6) % Adjusted EBITDA margin (9.7) % 15.1 % 10.2 % (1) Represents the excess of the acquisition-date fair value of the net assets acquired over the acquisition-date fair value of the consideration transferred related to the acquisition of e-TeleQuote, as further described in Note 14, Acquisitions.
Net cash used in operating activities was $21.6 million for the twelve months ended December 31, 2024, compared to net cash provided by operating activities of $109.1 million for the twelve months ended December 31, 2023.
Net cash used in operating activities was $121.9 million for the twelve months ended December 31, 2025, compared to net cash used in operating activities of $21.6 million for the twelve months ended December 31, 2024.
The following are our key components of operating expenses and results thereof for the twelve months ended December 31, 2024 and 2023: Revenue share Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 130,612 $ 158,961 $ (28,349) (17.8) % 16.3% 21.6% GoHealth, Inc. 2024 Form 10-K 48 The $28.3 million, or 17.8% decrease was primarily driven by a decrease in Submissions generated by our external agents, which decreased the amount of expense we recognized pursuant to our revenue-sharing agreements with our external partners.
The following are our key components of operating expenses and results thereof for the twelve months ended December 31, 2025 and 2024: Revenue share Twelve months ended Dec. 31, % of Net Revenues 2025 2024 $ Change % Change 2025 2024 $ 96,126 $ 130,612 $ (34,486) (26.4) % 26.6% 16.3% The $34.5 million, or 26.4% decrease was primarily driven by a decrease in Submissions generated by our external agents, which decreased the amount of expense we recognized pursuant to our revenue-sharing agreements with our external partners.
As a result, during the twelve months ended December 31, 2023, we recorded an indefinite-lived trade names impairment charge of $10.0 million to write down the carrying value of the indefinite-lived trade names to their fair value of $73.0 million.
As a result, during the twelve months ended December 31, 2023, we recorded an indefinite-lived trade names impairment charge of $10.0 million to write down the carrying value of the indefinite-lived trade names to their fair value which is included in “Indefinite and long-lived asset impairment charges” on the Consolidated Statements of Operations.
As of December 31, 2024 the Company had $30.0 million outstanding under the New Class A Revolving Credit Facility and no amounts outstanding under the Class A-1 Revolving Credit Facility. The New Class A Revolving Credit Facility and Class A-1 Revolving Credit Facility had a remaining capacity of $58.5 million and $35.0 million, respectively, as of December 31, 2024.
As of December 31, 2025 the Company had no outstanding balance under the Class A Revolving Credit Facility and no amounts outstanding under the Class A-1 Revolving Credit Facility. The Company had $30.0 million outstanding under the Class A Revolving Credit Facilities and Class B Revolving Credit Facilities as of December 31, 2024.
After the New Class A Revolving Facility Termination Date, the Class A-1 Revolving Credit Facility will bear interest at either (i) ABR plus 6.25% per annum or (ii) SOFR plus 7.25% per annum. The Borrower is required to pay a commitment fee of 1% per annum on undrawn amounts under the Class A-1 Revolving Credit Facility.
The Class A Revolving Credit Facility bore interest at either (i) ABR plus 5.50% per annum or (ii) SOFR plus 6.50% per annum. The Borrower was required to pay a commitment fee of 0.50% per annum on undrawn amounts under the Class A Revolving Credit Facility.
Additionally, the Company made the strategic decision to exit its Non-Encompass BPO Services, or services in which we dedicate certain agents to specific health plan partners and agencies outside of the Encompass model, to focus on our core business. The exit was completed during the second quarter of 2023.
In the second quarter of 2023, the Company exited its Non-Encompass BPO Services, or services in which we dedicate certain agents to specific health plan partners and agencies outside of the Encompass model, to focus on our core business. During the twelve months ended December 31, 2025, and 2024 Non-Encompass BPO Services contributed no revenues.
For more information on the Company’s agency and non-agency revenue, refer to Note 10, “Revenue.” The following table presents the Sales per Submission for the periods presented: Sales Per Submission Twelve months ended Dec. 31, 2024 2023 $ Change % Change $ 781 $ 866 $ (85) (9.8) % GoHealth, Inc. 2024 Form 10-K 52 The decrease for the twelve months ended December 31, 2024 compared to the prior year period was primarily attributable to a shift from non-agency to agency revenue as a result of changing carrier mix within the non-agency channel.
For more information on the Company’s agency and non-agency revenue, refer to Note 10, “Revenue.” The following table presents the Sales per Submission for the periods presented: Sales Per Submission Twelve months ended Dec. 31, 2025 2024 $ Change % Change $ 668 $ 781 $ (113) (14.5) % The decrease for the twelve months ended December 31, 2025 compared to the prior year period was primarily attributable to a shift in focus to GoHealth Protect.
The following are our Direct Operating Cost of Submission (in thousands) and Sales/Direct Operating Cost of Submission for the periods presented: Twelve months ended Dec. 31, 2024 2023 2022 Direct Operating Cost of Submission $ 587,371 $ 563,552 $ 644,706 Sales/Direct Operating Cost of Submission 1.4 1.3 1.2 The increase in Sales/Direct Operating Cost of Submission compared to the prior year was primarily attributable to improvements in agent productivity through enhanced training programs and investment in our technology.
The following are our Direct Operating Cost of Submission (in thousands) and Sales/Direct Operating Cost of Submission for the periods presented: Twelve months ended Dec. 31, 2025 2024 2023 Direct Operating Cost of Submission $ 317,553 $ 587,371 $ 563,552 Sales/Direct Operating Cost of Submission 1.1 1.4 1.3 The decrease in Sales/Direct Operating Cost of Submission compared to the prior year was primarily attributable to a decrease in sales offset partially by implemented cost cutting initiatives.
Loss on extinguishment of debt Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 10,463 $ — $ 10,463 NM 1.3% —% We recognized a loss on extinguishment of debt of $10.5 million for the twelve months ended December 31, 2024 related to the extinguishment of the Term Loan Facilities.
Loss on extinguishment of debt Twelve months ended Dec. 31, % of Net Revenues 2025 2024 $ Change % Change 2025 2024 $ 1,655 $ 10,463 $ (8,808) (84.2) % 0.5% 1.3% We recognized a loss on extinguishment of debt of $1.7 million and $10.5 million for the twelve months ended December 31, 2025 and 2024 pursuant to the Company’s executed debt agreements.
Direct Operating Cost per Submission measures costs directly attributable to Submissions generated in the period and excludes costs that are indirect or fixed.
GoHealth, Inc. 2025 Form 10-K 55 Direct Operating Cost Per Submission Direct Operating Cost per Submission is an operating metric that represents the average performance of Submissions generated during the reporting period. Direct Operating Cost per Submission measures costs directly attributable to Submissions generated in the period and excludes costs that are indirect or fixed.
In connection with our annual indefinite-lived impairment test performed as of November 30, 2023, the Company determined that the fair value of our indefinite-lived trade names no longer exceeded their carrying value.
The Company also recorded impairment charges related to capitalized software, property and equipment and ROU assets of $28.0 million for the twelve months ended December 31, 2025. In connection with our annual indefinite-lived impairment test performed as of November 30, 2023, the Company determined that the fair value of our indefinite-lived trade names no longer exceeded their carrying value.
The following table presents the number of Submissions for the periods presented: Submissions Twelve months ended Dec. 31, 2024 2023 $ Change % Change 1,016,182 826,159 190,023 23.0 % The increase for the twelve months ended December 31, 2024 compared to the prior year period was primarily attributable to an increase in Submissions generated by GoHealth’s internal network of agents, powered by our enhanced marketing efforts, investments in technology and an increased agent headcount as a result of the e-TeleQuote acquisition.
The following table presents the number of Submissions for the periods presented: Submissions Twelve months ended Dec. 31, 2025 2024 $ Change % Change 534,657 1,016,182 (481,525) (47.4) % The decrease for the twelve months ended December 31, 2025 compared to the prior year period was attributable to a decrease in Submissions generated by GoHealth’s internal and external network of agents, partially offset by an increased agent headcount in early 2025 as a result of the e-TeleQuote acquisition and by the ramp up of GoHealth Protect since its launch in the second quarter of 2025.
We believe our end-to-end Encompass model offers a differentiated way for Medicare beneficiaries to navigate the complex Medicare Advantage plan selection process and begin to utilize their new plan benefits with greater confidence. The Encompass operating model supports all Medicare services, including agency and non-agency revenue.
We believe our end-to-end Encompass model offers a differentiated way for Medicare beneficiaries to navigate the complex Medicare Advantage plan selection process and begin to utilize their new plan benefits with greater confidence. In 2025, insurers offering Medicare Advantage plans faced ongoing disruptions affecting their financial performance, driven by rising medical costs and regulatory pressures.
Beginning on March 31, 2025, principal payments equal to 2.00% of the outstanding principal balance per annum of the New Term Loans will be paid in equal quarterly installments. To the extent not previously paid, the New Term Loan Facility, together with all accrued and unpaid interest thereon, is due and payable on November 4, 2029.
To the extent not previously paid, the Existing Term Loan Facility, together with all accrued and unpaid interest thereon, is due and payable on November 4, 2029.
Determination of fair value involves utilizing the relief-from-royalty under the income approach which contains significant estimates and assumptions including, among others, revenue projections as well as selecting appropriate royalty and discount rates. While we believe the judgments and assumptions are reasonable, different assumptions could change the estimated fair value and, therefore, additional impairments could be required.
There were no impairment charges in 2024. Determination of fair value of the trade name involves utilizing the relief-from-royalty under the income approach which contains significant estimates and assumptions including, among others, revenue projections as well as selecting appropriate royalty and discount rates, which are considered a level 3 input in the fair value hierarchy.
The decrease was further attributable to a decline in LTV rates due to lower persistency. Direct Operating Cost Per Submission Direct Operating Cost per Submission is an operating metric that represents the average performance of Submissions generated during the reporting period.
Sales Per Submission Sales per Submission is an operating metric that represents the average performance of Submissions generated during the reporting period.
As of December 31, 2023, the Company had a principal amount of $110.4 million, $296.3 million and $96.1 million outstanding under the Incremental Term Loan Facility, 2021 Incremental Term Loans and 2021-2 Incremental Term Loans, respectively. The effective interest rate of the Term Loan Facilities was 13.0% at December 31, 2023.
As of December 31, 2025, the Company had a principal amount of $688.5 million outstanding under the New Term Loan Facility and no principal amounts outstanding under Term Loan Facilities. The effective interest rate of the New Term Loan Facility was 14.43% at December 31, 2025.
Technology expense Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 41,046 $ 43,302 $ (2,256) (5.2) % 5.1% 5.9% The $2.3 million, or 5.2% decrease was primarily attributable to a decrease in share-based compensation expense for technology employees.
Technology Twelve months ended Dec. 31, % of Net Revenues 2025 2024 $ Change % Change 2025 2024 $ 34,904 $ 41,046 $ (6,142) (15.0) % 9.6% 5.1% The $6.1 million, or 15.0% decrease was primarily attributable to decreased headcount in our technology support functions.
At the option of the Borrower and prior to the New Class A Revolving Facility Termination Date, the Class A-1 Revolving Credit Facility will bear interest at either (i) ABR plus 6.50% per annum or (ii) SOFR plus 7.50% per annum.
Prior to Amendment No. 14 (as defined and further described below),at the option of the Borrower, the Existing Term Loan Facility bore interest at either (i) ABR plus 6.50% per annum or (ii) Adjusted Term SOFR plus 7.50% per annum.
GoHealth, Inc. 2024 Form 10-K 49 Interest expense Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 72,868 $ 69,472 $ 3,396 4.9 % 9.1% 9.5% The $3.4 million, or 4.9% increase was primarily attributable to an increase in interest expense related to our outstanding Revolving Credit Facilities.
Interest expense Twelve months ended Dec. 31, % of Net Revenues 2025 2024 $ Change % Change 2025 2024 $ 87,320 $ 72,868 $ 14,452 19.8 % 24.1% 9.1% The $14.5 million, or 19.8% increase was primarily attributable to an increase in interest rates as well as an increase in our outstanding borrowings pursuant to the Company’s executed Amendment No. 14 to the Existing Credit Agreement and the Superpriority Credit Agreement.
See Note 5, “Long-Term Debt,” to the Consolidated Financial Statements in this Annual Report on Form 10-K for additional information regarding the Company’s term loans.
See Note 7, “Share-Based Compensation Plans,” to the Consolidated Financial Statements included in Item 8 to this Annual Report on Form 10-K for further discussion of share-based compensation.
Consumer care and enrollment Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 222,414 $ 209,234 $ 13,180 6.3 % 27.8% 28.5% The $13.2 million, or 6.3% increase was primarily attributable to an increased agent headcount during the 2024 AEP associated with the e-TeleQuote acquisition.
Consumer care and enrollment Twelve months ended Dec. 31, % of Net Revenues 2025 2024 $ Change % Change 2025 2024 $ 106,045 $ 222,414 $ (116,369) (52.3) % 29.3% 27.8% The $116.4 million, or 52.3% decrease was primarily attributable to a reduced agent headcount aligning with our scale back of Medicare Advantage activities.
Operating lease impairment charges Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ — $ 2,687 $ (2,687) (100.0) % —% 0.4% As part of our continued cost savings initiatives, we are actively looking to terminate or sublease certain office spaces and call centers.
As part of the Company’s continued cost savings initiatives, the Company is actively looking to terminate or sublease certain office spaces and call centers. These actions resulted in $2.7 million in operating lease impairment charge for the twelve months ended December 31, 2023, which are included in “Indefinite and long-lived asset impairment charges” on the Consolidated Statements of Operations.
Intangible asset impairment charges Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ — $ 10,000 $ (10,000) (100.0) % —% 1.4% During the twelve months ended December 31, 2023, we recorded an impairment charge of $10.0 million to write down the carrying value of the indefinite-lived trade names intangible asset to its fair value of $73.0 million.
Indefinite and long-lived asset impairment charges Twelve months ended Dec. 31, % of Net Revenues 2025 2024 $ Change % Change 2025 2024 $ 259,961 $ — $ 259,961 100.0 % 71.8% —% During the twelve months ended December 31, 2025, we recorded an impairment charge of 259,961 as the Company determined that the fair value of its indefinite-lived trade names and long-lived assets were impaired because of reduced forecasted cash flows under our updated business plan.
The following table presents the Direct Operating Cost per Submission for the periods presented: Direct Operating Cost Per Submission Twelve months ended Dec. 31, 2024 2023 $ Change % Change $ 578 $ 683 $ (105) (15.4) % The decrease for the twelve months ended December 31, 2024 compared to the prior year period was primarily attributable to improvements in agent productivity through enhanced training programs and investment in our technology.
The following table presents the Direct Operating Cost per Submission for the periods presented: Direct Operating Cost Per Submission Twelve months ended Dec. 31, 2025 2024 $ Change % Change $ 594 $ 578 $ 16 2.8 % The increase for the twelve months ended December 31, 2025 compared to the prior year period was primarily attributable to management’s intentional pullback of Medicare Advantage activities during 2025 partially offset by cost cutting initiatives implemented during the year.
General and administrative Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 82,116 $ 93,069 $ (10,953) (11.8) % 10.3% 12.7% The $11.0 million, or 11.8% decrease was primarily attributable to a decrease in expense related to legal fees for the Securities Class Action (as defined and discussed further in Note 12, “Commitments and Contingencies”) and a decrease in share-based compensation expense, partially offset by an increase in cost associated with the e-TeleQuote acquisition.
General and administrative Twelve months ended Dec. 31, % of Net Revenues 2025 2024 $ Change % Change 2025 2024 $ 90,789 $ 82,116 $ 8,673 10.6 % 25.1% 10.3% The $8.7 million, or 10.6% increase was primarily attributable to an increase in expenses related to legal and professional fees.
Marketing and advertising expense Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 235,696 $ 205,042 $ 30,654 15.0 % 29.5% 27.9% The $30.7 million, or 15.0% increase was primarily attributable to an increase in our marketing and advertising spend to generate more qualified prospects, which contributed to an increase in Submissions generated by our internal agents.
Marketing and advertising Twelve months ended Dec. 31, % of Net Revenues 2025 2024 $ Change % Change 2025 2024 $ 116,379 $ 235,696 $ (119,317) (50.6) % 32.2% 29.5% The $119.3 million, or 50.6% decrease was primarily attributable to our deliberate decision to scale back our Medicare Advantage activities and shift in focus to the launch of GoHealth Protect, partially offset by an increase in our marketing and advertising spend to generate more qualified prospects during the first quarter of 2025.
During the twelve months ended December 31, 2024, Non-Encompass BPO Services contributed no revenues. During the twelve months ended December 31, 2023 and 2022, Non-Encompass BPO Services contributed $9.3 million and $87.4 million to net revenues, respectively. During the first quarter of 2023, the Company reorganized its operations from four operating and reportable segments to one operating and reportable segment.
During the twelve months ended December 31, 2023 Non-Encompass BPO Services contributed $9.3 million to net revenues. Ownership GoHealth, Inc. is the sole managing member of GHH, LLC.
Adjusted EBITDA Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 120,319 $ 75,091 $ 45,228 60.2 % 15.1% 10.2% The $45.2 million, or 60.2% increase for the twelve months ended December 31, 2024 compared to the prior year period was primarily due to an increase in net revenues and improved operating efficiencies enabled by agent productivity, targeted marketing and enhancements in our proprietary technology.
Adjusted EBITDA Twelve months ended Dec. 31, % of Net Revenues 2025 2024 $ Change % Change 2025 2024 $ (35,109) $ 120,319 $ (155,428) (129.2) % (9.7)% 15.1% The $(155.4) million, or (129.2)% decrease for the twelve months ended December 31, 2025 compared to the prior year period was primarily due to a decrease in net revenues driven by management’s intentional pullback of Medicare Advantage activities during 2025 partially offset by cost cutting initiatives implemented during the year.
“Description of Business and Significant Accounting Policies,” to the Consolidated Financial Statements included in Item 8 to this Annual Report on Form 10-K. Liquidity and Capital Resources GoHealth, Inc. 2024 Form 10-K 53 Overview Our liquidity needs primarily include working capital and debt service requirements. At December 31, 2024, cash and cash equivalents totaled $40.9 million.
Recent Accounting Pronouncements For a discussion of new accounting pronouncements recently adopted, see Note 1. “Description of Business and Significant Accounting Policies,” to the Consolidated Financial Statements included in Item 8 to this Annual Report on Form 10-K.
The Amendment and Restatement Agreement, which amended and restated the Credit Agreement, provided for, among other items, an additional revolving credit facility with a commitment amount of $35.0 million (the “Class A-1 Revolving Credit Facility”), which will be made available to the Borrower upon the termination of the New Class A Revolving Commitments on or prior to June 30, 2025 (the “New Class A Revolving Facility Termination Date”).
The Class A-1 Revolving Credit Facility was to be made available to the Borrower upon the termination of the Class A Revolving Credit Facility on or prior to June 30, 2025 (which was then further extended pursuant to Amendment No. 13 and Amendment No. 14). Following the entry into Amendment No. 14, the Class A-1 Revolving Credit Facility was terminated.
Amortization of intangible assets Twelve months ended Dec. 31, % of Net Revenues 2024 2023 $ Change % Change 2024 2023 $ 94,057 $ 94,057 $ — — % 11.8% 12.8% Amortization of intangible assets expense was $94.1 million for both the twelve months ended December 31, 2024 and 2023, and relates to the amortization of developed technology and customer relationships.
Amortization of intangible assets Twelve months ended Dec. 31, % of Net Revenues 2025 2024 $ Change % Change 2025 2024 $ 70,542 $ 94,057 $ (23,515) (25.0) % 19.5% 11.8% Amortization of intangible assets expense decreased driven by the impairment of intangible assets during 2025.
The decrease in non-agency revenue compared to the prior year is reflective of a shift from non-agency to agency revenue as a result of changing health plan partner mix within the non-agency channel.
The guaranteed acceptance life insurance product produces lower revenues on a per-submission basis compared to Medicare products. The decrease was further attributable to a shift from non-agency to agency revenue as a result of changing carrier mix within the non-agency channel.
The Company had no amounts outstanding under the Class A Revolving Credit Facilities and Class B Revolving Credit Facilities as of December 31, 2023. The Class A Revolving Credit Facilities and Class B Revolving Credit Facilities had a remaining capacity of $200.0 million in the aggregate as of December 31, 2023.
The Class A Revolving Credit Facilities and Class B Revolving Credit Facilities had a remaining capacity of $58.5 in the aggregate as of December 31, 2024. Superpriority Credit Agreement On August 6, 2025 (the “Closing Date”), the Borrower entered into the Superpriority Senior Secured Credit Agreement (the “Superpriority Credit Agreement”).
There are additional estimates and assumptions used to arrive at estimated future cash flows, including discount rate, downtime, abatement and commissions. As a result of the impairment testing over certain operating lease ROU assets, the Company recorded operating lease impairment charges of $2.7 million and $25.3 million for the twelve months ended December 31, 2023 and 2022, respectively.
There are additional estimates and assumptions used to arrive at estimated future cash flows, including discount rate, downtime, abatement and commissions. While the Company believes the judgments and assumptions are reasonable, different assumptions could change the estimated fair value.
(9) Represents employee termination benefits and other associated costs related to restructuring activities, as described in Note 14, “Restructuring Costs” of the Notes to Consolidated Financial Statements. (10) Represents an indefinite-lived intangible asset impairment charge for the twelve months ended December 31, 2023.
(7) Represents expense related to the measurement of our TRA obligation. (8) Represents indefinite-lived intangible asset, definite-lived intangible asset, capitalized software and other long-lived asset impairment charge for the twelve months ended December 31, 2025.
Removed
For example, since its launch in 2023, we have continued to develop our PlanFit CheckUp utilizing analytics from over thirty million consumer touchpoints and machine GoHealth, Inc. 2024 Form 10-K 45 learnings to help our licensed agents accurately match consumers with the best Medicare plans for their needs.
Added
Carriers are increasingly prioritizing profitability over membership growth, focusing on plan quality, member retention, and overall consumer experience. Consistent with our expectation, we continue to observe significant changes to the Medicare Advantage landscape. Specifically, health plans have tightened plan economics by reducing or eliminating prefunded marketing spend, adjusting broker compensation structures, and eliminating or consolidating low-margin plans.
Removed
PlanFit CheckUp enables consumers to regularly assess the appropriateness of their current plan through a data-driven customized process, guided by the trusted expertise of a licensed GoHealth agent. In addition to further developing PlanFit Checkups, we are investing in technologies like Customer 360.
Added
In some cases, consumer preferred plans have been designated as non-commissionable. We believe this shift will persist into 2026 and that these actions reflect a clear industry shift toward retention and stability rather than broad enrollment growth.
Removed
Customer 360 provides a unified view of the consumer across every touchpoint to ensure high-quality, personalized service at every point of the consumer journey. This year, driven by artificial intelligence and automation, we focused on streamlining processes and improving call handle times.
Added
We see our choice model as a valuable tool for matching consumers with appropriate coverage through our carrier-agnostic platform, supported by the strength of our brand and strong relationships with carrier partners. Given these factors, the Company focused on strategic and financial flexibility.
Removed
The introduction in April 2024 of the Centers for Medicare and Medicaid Services (“CMS”) final rate notice on commissions for the 2025 plan year and the Final 2025 Marketing Rule (the “CMS Final Rule”) had implications for Medicare Advantage plans.
Added
During the third quarter of 2025, we reduced our Medicare Advantage activities for the 2025 AEP season and continued to focus on GoHealth Protect. To maintain strategic flexibility, we have adopted and will continue to operate under a disciplined approach that prioritizes cash preservation and emphasizes retaining existing customers rather than increasing new sales.

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