Short answer
GoHealth, Inc. (GOCO) filed an 8-K current report with the SEC on July 21, 2026 reporting Item 1.01 (Entry into a Material Definitive Agreement), Item 1.02 (Termination of a Material Definitive Agreement), Item 1.03 (Bankruptcy or Receivership), Item 3.02 (Unregistered Sales of Equity Securities), Item 3.03 (Material Modification to Rights of Security Holders), Item 5.01 (Changes in Control of Registrant), Item 5.02 (Departure/Election of Directors or Officers), Item 5.03 (Amendments to Articles of Incorporation or Bylaws), Item 7.01 (Regulation FD Disclosure), Item 8.01 (Other Events), Item EX-99.1 (Exhibit EX-99.1). $782.2M Takeback Credit Facility: $20.0M new money, $173.9M senior takeback, and $588.3M junior takeback loans.
- This filing includes Item 1.03, an item that often signal trouble.
GoHealth, Inc. 8-K event analysis
AI summary of each reported item and its exhibits
Item 1.01 · Entry into a Material Definitive Agreement
- $782.2M Takeback Credit Facility: $20.0M new money, $173.9M senior takeback, and $588.3M junior takeback loans
- Interest at Term SOFR plus 5.50%, subject to a 3.00% floor
- Five-year maturity with first-priority liens on substantially all loan-party assets
- Junior Facility interest payable in-kind, increasing debt balance rather than requiring monthly cash payments
- TRA Amendment eliminates Plan-triggered termination payment and subordinates future payments to financing restrictions
Item 1.02 · Termination of a Material Definitive Agreement
- Bankruptcy Plan effective date cancelled GoHealth’s superpriority senior secured credit agreement dated August 6, 2025
- Cancellation also covers the September 13, 2019 credit agreement and related debt obligations
- All related notes, instruments, certificates, and indentures deemed cancelled and discharged
- July 15, 2020 stockholders agreement also terminated under the Plan
- Debt extinguishment removes specified obligations but may eliminate or materially impair existing equity interests
Item 1.03 · Bankruptcy or Receivership
- Existing GoHealth equity, including Class A and Class B shares, cancelled under the bankruptcy plan
- Restricted stock, RSUs, and other pre-effective-date equity rights also extinguished
- Series A redeemable convertible preferred stock excluded from the cancellation
- First-lien creditors received 100% of voting securities in Reorganized GoHealth
- Former common shareholders retain no voting ownership in the reorganized company
Item 3.02 · Unregistered Sales of Equity Securities
- GoHealth converted into New GoHealth, LLC through its bankruptcy restructuring
- 100% of New Common Interests issued to Allowed First Lien Claim holders pro rata
- Existing equity holders likely displaced by creditor ownership under the reorganization
- Securities issuance exempt from Securities Act registration under Bankruptcy Code Section 1145
Item 5.02 · Departure/Election of Directors or Officers
- Existing GoHealth board dissolved upon the Plan’s Effective Date
- Reorganized GoHealth appointed Vijay Kotte, Scott Avila, Neal Goldman and Conor Colpoys as directors
- All equity incentive plans and related awards, including options and restricted stock units, were cancelled
- Cancellation eliminates existing equity-holder claims and resets governance and compensation structure
Item 5.03 · Amendments to Articles of Incorporation or Bylaws
- GoHealth converted from a corporation into New GoHealth, LLC under the restructuring plan
- New Limited Liability Company Agreement adopted effective immediately
- Corporate shareholder rights and governance replaced by LLC agreement terms
- Exhibit 3.1 contains the governing agreement and restructuring details
Item 7.01 · Regulation FD Disclosure
- GoHealth issued a press release on July 21, 2026 regarding the Plan’s effectiveness
- Exhibit 99.2 contains the substantive disclosure investors should review for Plan-related implications
Item 8.01 · Other Events
- Planned Form 15 filing following bankruptcy emergence to deregister securities under Exchange Act Section 12(g)
- SEC reporting obligations, including Forms 10-K, 10-Q and 8-K, immediately suspended upon filing
- Registration termination expected 90 days after Form 15 filing, reducing public disclosure and shareholder transparency
Item EX-99.1 · Exhibit EX-99.1
- Bankruptcy Court confirmed GoHealth’s amended prepackaged Chapter 11 plan on July 20, 2026, moving the restructuring toward implementation
- Classes holding super-priority loans, first-lien claims, GoHealth Holdings interests, and Class A stock each accepted the Plan
- Class B common stock is impaired and deemed to reject the Plan, signaling likely elimination or severe dilution for Class B holders
- Plan includes Exit Facilities and New Equity Interests intended to fund reorganized operations and satisfy post-emergence obligations
- Existing Class A shareholders face restructuring-related ownership changes, with final recovery dependent on Plan implementation terms
Other items in this filing:
- Item 3.03: Material Modification to Rights of Security Holders
- Item 5.01: Changes in Control of Registrant
Generated from the filing text and exhibits; verify against the original. What 8-K item codes mean
Other GoHealth, Inc. 8-K filings
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