Share-Based Compensation Plans

12 Months Ended

Dec. 31, 2025

Share-Based Payment Arrangement [Abstract]

SHARE-BASED COMPENSATION PLANS

The following table summarizes share-based compensation expense by operating function for the periods presented:


	Twelve months ended Dec. 31,
(in thousands)	2025		2024		2023
Marketing and advertising	$	282	$	253	$	328
Consumer care and enrollment	715		1,098		2,307
Technology	953		1,041		3,000
General and administrative	7,220		8,889		13,929
Total share-based compensation expense	$	9,170	$	11,281	$	19,564

2020 Incentive Award Plan

During 2020, the Company adopted the 2020 Incentive Award Plan, which became effective on July 14, 2020. The number of Class A shares available for issuance will be increased annually on January 1st of each calendar year beginning in 2021 and ending in and including 2030, equal to the lesser of (A) 5% of the shares of the Company’s Class A common stock and Class B common stock outstanding on the final day of the immediately preceding calendar year and (B) a smaller number of shares as determined by the Board of Directors. The number of Class A shares available for issuance under the 2020 Incentive Award Plan as of December 31, 2025 was 246,411 shares.

2021 Employment Inducement Award Plan

During 2021, the Board of Directors approved the adoption of the GoHealth, Inc. 2021 Employment Inducement Award Plan (as amended from time to time, the “Inducement Award Plan”). In accordance with Rule 5635(c)(4), awards under the Inducement Award Plan may only be made to a newly hired employee who has not previously been a member of the Board of Directors, or an employee who is being rehired following a bona fide period of non-employment by the Company or a subsidiary, as a material inducement to the employee’s entering into employment with the Company or its subsidiary. As of December 31, 2025, there were 577,778 Class A shares available for issuance under the Inducement Award Plan.

Profits Units

Effective September 13, 2019 and in conjunction with the acquisition by Centerbridge of a 100% interest in Norvax, the Company authorized the grants of non-voting, time-vesting Profits Units (“Time-Vesting Units”). The Time-Vesting Units were issued by Blizzard Management Feeder, LLC (“Feeder”), to employees on behalf of the Company. The Time-Vesting Units granted to each employee will vest in 5 equal installments on the first through fifth anniversaries of the date of grant, so long as the employee remains employed by the Company through the applicable vesting date. Following the completion of the Transactions, each of the members of Feeder directly holds common units of Feeder that correspond to the LLC Interests (and associated shares of Class B common stock on a one-for-one basis) directly held by Feeder for each such member’s benefit. Compensation expense for the Time-Vesting Units is recognized on a straight-line basis over the five-year requisite service period beginning on the grant date.

A summary of the Time-Vesting Units issued is as follows:


(in thousands except per share amounts)	Number of Time-Vesting Units	Weighted Average Grant Date Fair Value
Unvested units at Dec. 31, 2024	2	$	35.98
Granted	—	—
Vested	(2)	35.98
Forfeited	—	—
Unvested units at Dec. 31, 2025	—	$	—

Restricted Stock Units (“RSUs”)

The Company measures expense for RSUs based on the fair value of the awards on the grant date. The Company recognizes the grant date fair value of RSUs as compensation expense on a straight-line basis over the requisite service period of each award, which is generally two to three years.

A summary of the RSUs issued is as follows:


(in thousands except per share amounts)	Number of RSUs	Weighted Average Grant Date Fair Value
Unvested units at Dec. 31, 2024	1,837	$	11.85
Granted	2,108	11.70
Vested	(971)	12.33
Forfeited	(199)	11.57
Unvested units at Dec. 31, 2025	2,775	$	11.59

As of December 31, 2025, there was $20.7 million of unamortized share-based compensation expense related to RSUs and these costs are expected to be recognized over a remaining weighted average period of 1.4 years.

Stock Options

The Company measures expense for stock options based on the fair value of the awards on the grant date. The Company recognizes the grant date fair value of stock options as compensation expense on a straight-line basis over the requisite service period of each award, which is generally three years.

A summary of the stock options issued to employees is as follows:


(in thousands except per share amounts)	Number of Stock Options	Weighted Average Grant Date Fair Value		Weighted Average Remaining Contractual Term (Years)	Aggregate Intrinsic Value(1)
Outstanding at Dec. 31, 2024	442	$	32.71	7.7	$	519
Granted	—	—
Exercised	—	—
Forfeited	—	—
Expired	(21)	111.29
Outstanding at Dec. 31, 2025	421	$	28.57	6.7	$	—
Exercisable at Dec. 31, 2025	290	$	37.71	6.4	$	—

(1)The aggregate intrinsic value is calculated as the product between the Company’s closing stock price as of December 31, 2025 and 2024 and the exercise price of in-the-money options as of those dates.

The fair value of stock options with a requisite service period of 3 years is determined using the Black-Scholes option pricing model using the following assumptions:


						Twelve months ended Dec. 31, 2025
Risk free interest rate						3.6%
Expected volatility						88.4%
Expected life (years)						6
Expected dividend yield						0.0%

Performance Stock Units (“PSUs”)

On June 7, 2022, the Company granted an aggregate of 194,444 shares of Class A common stock issuable pursuant to volume weighted average PSUs (“VWAPs”). The number of shares issued on the third anniversary of the date of grant is based on volume weighted average price performance over such three-year period (“Three Year VWAP”) in the following percentages: (i) 50% if the Three Year VWAP is equal to or greater than $30.00 but less than $45.00; (ii) 100% if the Three Year VWAP is equal to or greater than $45.00 but less than $60.00; (iii) 150% if the Three Year VWAP is equal to or greater than $60.00 but less than $90.00; and (iv) 200% if the Three Year VWAP is equal to or greater than $90.00. The Company estimated the grant-date fair value of the awards subject to a market condition using a Monte Carlo simulation model, using the following weighted-average assumptions: risk-free interest rate of 2.9% and annualized volatility of 94%. The grant-date fair value of the VWAPs was $8.25. The Company recognizes the grant-date fair value of VWAPs as compensation expense on a straight-line basis over the three-year performance period.

On April 10, 2023, the Company granted an aggregate of 100,000 shares of Class A common stock issuable pursuant to PSUs. The criteria for the performance-based PSUs are based on the Company’s compound annual growth rate in Adjusted EBITDA (“Adjusted EBITDA CAGR Percentage”), determined based on the Company’s Adjusted EBITDA for calendar year 2025 compared to the Company’s reported 2022 Adjusted EBITDA. Depending on the Adjusted EBITDA CAGR Percentage achieved, the number of PSUs earned can vary from 0% of the target award to a maximum of 200% of the target award and will vest on the date the Company files its Annual Report on Form 10-K for the fiscal year ending December 31, 2025, subject to the participants’ continued service with the Company through that date. The grant-date fair value of the PSUs was $14.10 per share, which was the Company’s closing stock price on the grant date. The Company will accrue compensation cost on a straight-line basis over the requisite service period for the PSUs that are expected to vest. The Company will reassess the probability of achieving the performance condition at each reporting period and record a cumulative catch-up adjustment for any changes to its assessment, which could be either a reversal or increase in expense.

On April 1, 2024, the Company granted an aggregate of 83,333 shares of Class A common stock issuable pursuant to PSUs. The criteria for the performance-based PSUs are based on the Company’s Adjusted EBITDA CAGR Percentage determined based on the Company’s Adjusted EBITDA for calendar year 2026 compared to the Company’s reported 2023 Adjusted EBITDA. Depending on the Adjusted EBITDA CAGR Percentage achieved, the number of PSUs earned can vary from 0% of the target award to a maximum of 200% of the target award and will vest on the date the Company files its Annual Report on Form 10-K for the fiscal year ending December 31, 2026, subject to the participants’ continued service with the Company through that date. The grant-date fair value of the PSUs was $10.65 per share, which was the Company’s closing stock price on the grant date. The Company will accrue compensation cost on a straight-line basis over the requisite service period for the PSUs that are expected to vest. The Company will reassess the probability of achieving the performance condition at each reporting period and record a cumulative catch-up adjustment for any changes to its assessment, which could be either a reversal or increase in expense.

A summary of the PSUs issued is as follows:


(in thousands except per share amounts)	Number of PSUs	Weighted Average Fair Value at Date of Grant Per Unit
Unvested units at December 31, 2024	261	$	10.88
Granted	—	—
Vested	—	—
Forfeited	(94)	8.25
Unvested units at December 31, 2025	167	12.38

2020 Employee Stock Purchase Plan

During 2020, the Company adopted the 2020 Employee Stock Purchase Plan (“ESPP”). The purpose of the ESPP is to provide the Company's eligible employees with an opportunity to purchase designated shares of the Company’s Class A common stock

at a price equal to 85% of the lower of the closing price at the beginning or end of each offering period. The number of shares available for issuance under the ESPP will be annually increased on January 1st of each calendar year beginning in 2021 and ending in 2030, by an amount equal to the lesser of: (i) 1% of the aggregate number of shares of the Company’s Class A common stock outstanding on the final day of the immediately preceding calendar year and (ii) such smaller number of shares as is determined by the Board of Directors. The number of shares reserved for issuance at December 31, 2025 was 16,926 shares.

Stock Appreciation Rights

On June 6, 2022, the Founders were each granted two stock appreciation rights ("SARs") under the 2020 Plan. The first SAR commenced on June 6, 2022, and the second SAR commenced on June 21, 2023. Each SAR will be settled in cash with an aggregate commencement date value equal to $1.5 million (the number of shares determined by dividing such value by the per share Black-Scholes valuation as of the date of commencement), will have an exercise price equal to the fair market value of a share of the Company’s common stock on the date of commencement and will vest in full on the third anniversary of the date of commencement. The total initial fair value of the awards were recorded as expense at the time of the grant for the SARs with no future service requirement. The fair value of the awards with a future service requirement will be recognized on a straight-line basis over the requisite service period. The fair value of the SARs is revalued (mark-to-market) each reporting period using the Black-Scholes valuation model based on the Company’s period-end stock price. SARs are liability-classified awards, and as such, are recorded as a liability on the Consolidated Balance Sheets. As of December 31, 2025 and December 31, 2024, the Company had a share-based compensation liability related to the SARs of $0.2 million and $4.5 million, respectively.