UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~November~~March 1318, ~~2025~~2026

_________________________

GoHealth, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Delaware	001-39390	85-0563805
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

222 W Merchandise Mart Plaza, Suite 1750		60654
222 W Merchandise Mart Plaza Suite 1750		60654
Chicago,	Illinois
(Address of principal executive offices)		(Zip Code)

(312) 386-8200

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

_________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange
on which registered

Class A Common Stock,
$0.0001 par value per share

GOCO

The Nasdaq Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 23.0201. ~~Results~~Notice of ~~Operations~~Delisting ~~and~~or ~~Financial~~Failure ~~Condition~~to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.

On ~~November 13~~March 18, ~~2025~~2026, GoHealth, Inc. (the “Company”) ~~issued~~received a ~~press~~written ~~release~~notice ~~announcing~~(the ~~its~~“Notice”) ~~financial~~from ~~results~~the ~~for~~Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the ~~quarter~~Company ~~ended~~that ~~September~~it 30is not in compliance with Nasdaq Listing Rule 5550(b)(2), ~~2025.~~which Arequires ~~copy~~listed companies on The Nasdaq Global Market to maintain a minimum market value of ~~the~~listed ~~press~~securities ~~release~~of is$35 ~~furnished~~million as(the ~~Exhibit~~“MVLS 99Requirement”). The Notice also indicates that the Company does not meet the alternative continued listing standards set forth in Nasdaq Listing Rules 5550(b)(1) and 5550(b)(3), which require listed companies to ~~this~~maintain ~~Current~~stockholders’ ~~Report~~equity onof ~~Form~~at ~~8-K~~least $2.5 million or net income from continuing operations of $500,000 in the most recently completed fiscal year or in two of the three most recently completed fiscal years.

The ~~information~~Notice ~~furnished~~has ~~pursuant~~no toimmediate ~~this~~effect ~~Item~~on ~~2.02~~the ~~and~~listing ~~Exhibit~~or ~~99.1~~trading ~~attached hereto shall not be deemed filed for purposes~~ of ~~Section 18 of~~ the ~~Securities~~Company’s ~~Exchange~~common ~~Act of 1934~~stock, aswhich ~~amended~~will ~~(the~~continue ~~“Exchange Act”) or otherwise subject~~ to ~~the~~trade ~~liabilities~~on ofThe ~~that~~Nasdaq ~~section,~~Global ~~nor~~Market ~~shall it be deemed incorporated by reference in any filing~~ under the ~~Securities~~symbol ~~Act of 1933, as amended (the~~ “~~Securities Act~~GOCO”~~), or the Exchange Act except as shall be expressly set forth by specific reference in such filing~~.

In accordance with Nasdaq Listing Rule 5810(c)(3)(C), the Company has been provided a compliance period of 180 calendar days, or until September 14, 2026 (the “Compliance Period”), to regain compliance with the MVLS Requirement. If at any time during the Compliance Period the Company’s market value of listed securities closes at $35 million or more for a minimum of 10 consecutive business days (unless Nasdaq exercises its discretion to require a longer period, but generally no more than 20 consecutive business days), Nasdaq will provide written confirmation that the Company has regained compliance.

If the Company does not regain compliance during the Compliance Period, the Company expects that Nasdaq will provide written notice that the Company’s securities are subject to delisting. At that time, the Company may appeal Nasdaq’s determination to a Nasdaq Hearings Panel, which would stay any suspension or delisting action pending the conclusion of the hearing process.

The Company is evaluating options to regain compliance with the MVLS Requirement; however, there can be no assurance that the Company will be able to regain compliance with the applicable continued listing requirements.

Forward-Looking Statements

This Current Report on Form 8-K contains “forward-looking statements” within the meaning of the Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements are statements that are not historical facts and can be identified by words such as “may,” “will,” “should,” “aims,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “predicts,” “potential,” “likely,” “future” or “continue” or the negative of these terms or other similar expressions. These statements are based on our current expectations, estimates, and projections about our business and industry, management’s beliefs, and certain assumptions made by us, all of which are subject to change. Forward-looking statements in this Current Report on Form 8- K include, but are not limited to, the Company’s plans and ability to regain compliance with the MVLS Requirement and to maintain its listing on The Nasdaq Global Market. Forward-looking statements involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to differ materially from those expressed or implied by the forward-looking statements. For a further description of the risks and uncertainties that could cause our actual results to differ materially from those expressed in these forward-looking statements, as well as risks relating to our business in general, we refer you to the risks described under the heading “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, our Quarterly Reports on Form 10-Q, Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. The forward-looking statements contained in this Current Report on Form 8-K speak only as of the date the statements were made and the Company does not undertake any obligation to update such forward-looking statements to reflect subsequent events or circumstances.

Item 9.01. Financial Statements and Exhibits.

The following exhibits are included herewith:

Exhibit Number						Description
99.1						Press Release issued by GoHealth, Inc. on November 13, 2025.
104						Cover Page Interactive Data File (formatted as inline XBRL)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

GOHEALTH, INC.		~~GOHEALTH, INC.~~
Date:	~~November~~March 1320, ~~2025~~2026	By:	/s/ ~~Brendan~~Bradley ~~Shanahan~~M. Burd
			Brendan ShanahanChief Financial Officer(Principal Financial Officer)
			Brad BurdChief Legal Officer

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