Private company

GoHealth, Inc.

In its 2026 annual report the company says: “GoHealth is a leading health insurance marketplace and Medicare-focused digital health company whose purpose is to compassionately ensure consumers’ peace of mind when making healthcare decisions so they can focus on living life.”5 It is headquartered in Chicago, Illinois.1

Last updated Oct 21, 2026.

Overview

$361.8MRevenue, fiscal 20252
-$257.1MNet income, fiscal 20252
  • IndustryInsurance Agents, Brokers & Service1
  • HeadquartersChicago, Illinois1
  • Incorporated inDE3
  • Business address222 W Merchandise Mart Plaza, Suite 1750, Chicago, Il 606543
  • Filer categoryNon-accelerated filer, Smaller reporting company3

GoHealth is a leading health insurance marketplace and Medicare-focused digital health company whose purpose is to compassionately ensure consumers’ peace of mind when making healthcare decisions so they can focus on living life. 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. For many of these consumers, enrolling in a health insurance plan is confusing and difficult, and seemingly small differences between health plans may lead to significant out-of-pocket costs or lack of access to critical providers and medicines. We aim to simplify the process by offering education, comparison guidance, transparency and c…5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-114.1%Operating margin2
-71.1%Net margin2
-54.7%Revenue growth, 20252
-678.9%Return on equity2
16.81×Debt to equity2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Cost of revenue27¢$96.1M
  • Other costs73¢$262.4M
  • Income tax1¢$3.3M

Out of $361.8M in revenue.2 The company lost money this year.

Financial statements

Revenue67892$361.8M in 2025+60% since 2018
0$500.0M$1.0B$1.5B2018: $226.2M$226.2M20182020: $877.4M$877.4M2020+288%2021: $1.1B$1.1B2021+21%2022: $631.7M$631.7M2022−41%2023: $734.7M$734.7M2023+16%2024: $798.9M$798.9M2024+9%2025: $361.8M$361.8M2025−55%
Operating income67892-$412.9M in 2025
-$600.0M-$400.0M-$200.0M0$200.0M2018: $28.8M$28.8M20182020: -$64.5M-$64.5M20202021: -$489.4M-$489.4M2021+658%2022: -$318.7M-$318.7M2022−35%2023: -$81.7M-$81.7M2023−74%2024: -$7.0M-$7.0M2024−91%2025: -$412.9M-$412.9M2025+5759%
Net income67892-$257.1M in 2025
-$300.0M-$200.0M-$100.0M0$100.0M2018: $28.1M$28.1M20182020: -$44.3M-$44.3M20202021: -$189.4M-$189.4M2021+328%2022: -$148.7M-$148.7M2022−21%2023: -$63.3M-$63.3M2023−57%2024: -$2.9M-$2.9M2024−95%2025: -$257.1M-$257.1M2025+8682%
Fiscal year20182019202020212022202320242025
Revenue$226.2M6$877.4M7$1.1B8$631.7M9$734.7M2$798.9M2$361.8M2
Cost of revenue$79.6M6$199.2M7$239.3M8$187.7M9$159.0M2$130.6M2$96.1M2
Operating expenses$1.6B8$950.3M9$816.4M2$805.9M2$774.7M2
Operating income$28.8M6-$64.5M7-$489.4M8-$318.7M9-$81.7M2-$7.0M2-$412.9M2
Interest$224.0K6$33.0M7$33.5M8$57.1M8$69.5M8
Income before tax-$534.2M8-$375.6M9-$151.1M2-$5.1M2-$501.1M2
Income tax$46.0K6$43.0K7-$24.0K8$764.0K9$154.0K2$2.3M2-$3.3M2
Net income$28.1M6-$44.3M7-$189.4M8-$148.7M9-$63.3M2-$2.9M2-$257.1M2
Earnings per share-$3.357-$26.808-$17.729-$7.192-$0.662-$20.172
Earnings per share (diluted)-$3.357-$26.808-$17.729-$7.192-$0.662-$20.172
Shares (weighted, basic)7.1M shares88.4M shares99.3M shares210.0M shares212.9M shares2
Shares (weighted, diluted)7.1M shares88.4M shares99.3M shares210.0M shares212.9M shares2

Compare GoHealth, Inc. with another company

Corporate structure

GoHealth, Inc. sits at the top of its group. 11 entities, 4 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of GoHealth, Inc.

  • GoHealth, Inc. Chicago, Illinois
    • Blizzard Midco, LLC Subsidiary · Delaware, United States
    • Connected Benefits, LLC Subsidiary · Delaware, United States
    • e-TeleQuote Insurance, Inc. Subsidiary · Florida, United States
    • ETeleQuote (Private) Limited Subsidiary · Pakistan
    • ETelequote Nicaragua Sociedad Anonima Subsidiary · Nicaragua
    • ETQ HK SPV, Inc. Subsidiary · Florida, United States
    • ETQ Holdings, LLC Subsidiary · Delaware, United States
    • GoHealth Holdings, LLC Subsidiary · Delaware, United States
    • GoHealth, s.r.o. Subsidiary · Slovakia
    • Norvax, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What GoHealth, Inc. reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Operating-lease assets (leased space)$9.6M2 Dec 31, 2025$19.3M2 Dec 31, 2024−50.2%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$32.9M2 Dec 31, 2025$40.9M2 Dec 31, 2024−19.6%

Intangibles and goodwill

ItemLatestA year beforeChange
Intangible assets, net (excluding goodwill)$02 Dec 31, 2025$302.5M2 Dec 31, 2024−100.0%
Finite-lived intangibles, gross$728.0M2 Dec 31, 2025$728.0M2 Dec 31, 20240%
Accumulated amortization$569.0M2 Dec 31, 2025$498.5M2 Dec 31, 2024+14.2%
Finite-lived intangibles, net$02 Dec 31, 2025$229.5M2 Dec 31, 2024−100.0%

Properties, in its own words

Our corporate headquarters is located in Chicago, Illinois, and consists of approximately 91,297 square feet of space used to support our marketing and advertising, technology and general and administrative functions. We believe our existing properties are in good operating condition and are suitable for the conduct of our business.

As 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. This evaluation resulted in the complete or partial impairments of certain leased properties, including properties in Chicago, Illinois, Lindon, Utah and Charlotte, North Carolina. For additional information about the operating lease impairment charges related to our leased properties, see Note 3, “Fair Value Measurements” and Note 11, “Leases.”

Item 2 of the 10-K filed Mar 31, 2026.5

Leadership

Who has led GoHealth, Inc., and when. Pick a name to see everywhere that person has worked.

Board members and other officers (22)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • Blizzard Midco, LLC Delaware, USA4
  • Connected Benefits, LLC Delaware, USA4
  • ETQ HK SPV, Inc. Florida, USA4
  • ETQ Holdings, LLC Delaware, USA4
  • ETeleQuote (Private) Limited Pakistan4
  • ETelequote Nicaragua Sociedad Anonima Nicaragua4
  • GoHealth Holdings, LLC Delaware, USA4
  • GoHealth, LLC Delaware, USA4
  • GoHealth, s.r.o. Slovakia4
  • Norvax, LLC Delaware, USA4
  • e-TeleQuote Insurance, Inc. Florida, USA4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Jul 21, 20268-K Financial statements and exhibits45
  2. Jun 11, 20268-K Listing notice or transfer46
  3. Jun 8, 20268-K Bankruptcy or receivership; Debt or obligation accelerated; Executive or director change47
  4. Mar 31, 20268-K Results of operations48
  5. Mar 20, 20268-K Listing notice or transfer49
  6. Nov 13, 20258-K Results of operations50
  7. Aug 19, 20258-K Executive or director change51
  8. Aug 7, 20258-K Entered a material agreement; Results of operations; New debt or obligation52
  9. Jun 30, 20258-K Entered a material agreement; New debt or obligation; Regulation FD disclosure53
  10. Jun 20, 20258-K Shareholder vote54
  11. May 13, 20258-K Results of operations55
  12. Apr 7, 20258-K Executive or director change56
  13. Jun 8, 2022New chief executive Vijay Kotte becomes CEO15
  14. Jul 15, 2020New chief executive Clinton P. Jones becomes CEO16

Calendar

When it reported results

  1. Mar 31, 2026Reported quarterly or annual results48
  2. Nov 13, 2025Reported quarterly or annual results50
  3. Aug 7, 2025Reported quarterly or annual results52
  4. May 13, 2025Reported quarterly or annual results55
  5. Feb 27, 2025Reported quarterly or annual results57
  6. Nov 7, 2024Reported quarterly or annual results58
  7. Aug 8, 2024Reported quarterly or annual results59
  8. May 9, 2024Reported quarterly or annual results60

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

272 filings to the SEC since October 2021: 5 annual reports, 14 quarterly reports, 60 major events, 114 insider forms, 28 large holders, 51 other. The latest 20:

  1. Aug 17, 2026SCHEDULE 13D/A EDGAR
  2. Aug 17, 20264 OWNERSHIP DOCUMENT EDGAR
  3. Aug 17, 20264 OWNERSHIP DOCUMENT EDGAR
  4. Jul 23, 20264 EDGAR
  5. Jul 23, 20264 EDGAR
  6. Jul 23, 20264 EDGAR
  7. Jul 22, 2026EFFECT EDGAR
  8. Jul 22, 2026EFFECT EDGAR
  9. Jul 21, 202615-12G EDGAR
  10. Jul 21, 20268-K EDGAR
  11. Jul 21, 2026POS AM EDGAR
  12. Jul 21, 2026POS AM EDGAR
  13. Jul 21, 2026S-8 POS EDGAR
  14. Jul 21, 2026S-8 POS EDGAR
  15. Jul 21, 2026S-8 POS EDGAR
  16. Jul 21, 2026S-8 POS EDGAR
  17. Jul 21, 2026S-8 POS EDGAR
  18. Jul 21, 2026S-8 POS EDGAR
  19. Jul 21, 2026S-8 POS EDGAR
  20. Jul 21, 2026S-8 POS EDGAR

The 272 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

43 open-market trades by officers, directors and large owners since October 2021: 43 buys and 0 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Nov 13, 2023KOTTE VIJAYChief Executive OfficerBuy7,500$13.37$100.3KForm 4
May 15, 2023Schulz JasonChief Financial OfficerBuy6,881$14.29$98.3KForm 4
May 15, 2023KOTTE VIJAYChief Executive OfficerBuy7,241$13.78$99.8KForm 4
Dec 13, 2022Aronson Jeffrey10% ownerBuy48,874$16.91$826.5KForm 4
Dec 13, 2022CB Blizzard Holdings C, L.P.10% ownerBuy48,874$16.91$826.5KForm 4
Dec 12, 2022Aronson Jeffrey10% ownerBuy57,257$15.56$891.1KForm 4
Dec 12, 2022CB Blizzard Holdings C, L.P.10% ownerBuy57,257$15.56$891.1KForm 4
Dec 9, 2022CB Blizzard Holdings C, L.P.10% ownerBuy60,526$14.76$893.2KForm 4
Dec 9, 2022CCP III Cayman GP Ltd.10% ownerBuy60,526$14.76$893.2KForm 4
Dec 8, 2022CB Blizzard Holdings C, L.P.10% ownerBuy24,743$13.94$344.8KForm 4
Dec 8, 2022CCP III Cayman GP Ltd.10% ownerBuy24,743$13.94$344.8KForm 4
Dec 7, 2022CB Blizzard Holdings C, L.P.10% ownerBuy83,659$13.02$1.1MForm 4
Dec 7, 2022CB Blizzard Lower Holdings B, L.P.10% ownerBuy83,659$13.02$1.1MForm 4
Dec 6, 2022CB Blizzard Holdings C, L.P.10% ownerBuy8,547$11.32$96.8KForm 4
Dec 6, 2022CB Blizzard Lower Holdings B, L.P.10% ownerBuy8,547$11.32$96.8KForm 4
Dec 5, 2022CB Blizzard Holdings C, L.P.10% ownerBuy17,626$12.12$213.5KForm 4
Dec 5, 2022CB Blizzard Lower Holdings B, L.P.10% ownerBuy17,626$12.12$213.5KForm 4
Dec 2, 2022CB Blizzard Holdings C, L.P.10% ownerBuy22,890$12.16$278.3KForm 4
Dec 2, 2022CCP III Cayman GP Ltd.10% ownerBuy22,890$12.16$278.3KForm 4
Dec 1, 2022CB Blizzard Holdings C, L.P.10% ownerBuy28,400$11.38$323.1KForm 4

All 43 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Vijay KotteChief Executive Officer48$969.2K$13.8M76
2025Michael HargisChief Operating Officer54$500.0K$2.2M76
2025Brendan Shanahan.Chief Financial Officer64$500.0K$2.1M76
2024Vijay KotteChief Executive Officer48$900.0K$6.3M76
2024Michael HargisChief Operating Officer54$500.0K$2.5M76
2024Brendan Shanahan.Chief Financial Officer64$86.5K$2.1M76

SEC filer profile

How GoHealth, Inc. is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARGoHealth, Inc.1
  • CIK0001808220
  • Employer ID (EIN)85-05638055
  • Filer statusNon-accelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)6411 Insurance Agents, Brokers & Service1
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance1
  • Business address222 W Merchandise Mart Plaza, Suite 1750, Chicago, IL 606541
  • Phone(312) 386-82001
  • Shares outstanding16,225,250 Common Class A shares; 12,620,884 Common Class B shares as of Mar 24, 20265
  • Public float$32.9M as of Jun 30, 20255
  • AuditorErnst & Young LLP, Chicago, Illinois PCAOB ID 42; no auditor attestation of internal control over financial reporting5
  • On EDGAR sinceMay 8, 20201
  • Filings378 in all: 4 (138), 8-K (68), 3 (35), 10-Q (18), SC 13G (12), SC 13G/A (12), CORRESP (9), S-8 (9)1
    All 37 form types

    S-8 POS (9), DEF 14A (7), 10-K (6), DEFA14A (6), SC 13D/A (6), EFFECT (5), UPLOAD (4), NT 10-Q (3), SCHEDULE 13D (3), SCHEDULE 13D/A (3), 8-K/A (2), DRSLTR (2), POS AM (2), S-1/A (2), S-3 (2), SC 13D (2), 15-12G (1), 25-NSE (1), 424B4 (1), 8-A12B (1), CERT (1), DRS (1), DRS/A (1), NT 10-K (1), PRE 14A (1), S-1 (1), S-1MEF (1), S-3/A (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Mar 31, 2026
    Quarterly report (10-Q) May 18, 2026
    Proxy statement (DEF 14A) Apr 30, 2026
    Latest 8-K (8-K) Jul 21, 2026

Securities registered for trading

ClassSymbolExchange
Class A Common Stock,$0.0001 par value per shareGOCOThe Nasdaq Global Market

From the cover page of the 10-K filed Mar 31, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks GoHealth, Inc. names in Item 1A of its 10-K filed Mar 31, 2026: 63 risks under these headings, as written.5

  • Risks Related to Our Business
  • Our business may be harmed if we lose our relationship with health plan partners or if our relationships with health plan partners change, particularly if we or our contracted health plan partners temporarily or permanently lose the ability to market and sell Medicare plans.
  • We currently depend on a small group of health plan partners for a substantial portion of our revenue, and further consolidation in the health insurance industry could exacerbate this risk.
  • Health plan partners may reduce the commissions paid to us and change their underwriting practices in ways that reduce the number of, or impact the renewal or approval rates of, insurance policies sold through our platform, which could harm our business, operating results and financial condition.
  • If we are unable to maintain effective relationships with our existing third-party marketing companies or if we do not establish successful relationships with new marketing companies, our business, operating results and financial condition could be harmed.
  • The marketing and sale of private Medicare plans are subject to numerous, complex and frequently changing laws, regulations and guidelines, and non-compliance with or changes in laws, regulations and guidelines could harm our business, operating results and financial condition.
  • Changes and developments in the health insurance system and laws and regulations governing the health insurance markets in the U.S. could materially adversely affect our business, operating results, financial condition and qualified prospects.
  • We operate in a complex state regulatory environment that is constantly changing. If we fail to comply with the numerous state laws and regulations that are applicable to the sale of health insurance, our business, operating results and financial condition could be harmed.
  • If we fail to comply with certain healthcare and consumer protection laws, including fraud and abuse laws, we could face substantial penalties and our business, results of operations and financial condition could be adversely affected.
  • Our operating results may be adversely impacted by factors that impact our estimate of LTV.
  • We rely on health plan partners to prepare accurate commission reports and send them to us in a timely manner.
  • If we lose key management or fail to meet our need for qualified employees, our business, financial condition and results of operations could be materially adversely affected.
The other 52 risks
  • Our ability to sell Medicare-related health insurance plans is largely dependent on our licensed health insurance agents.
  • We are subject to privacy and data protection laws governing the transmission, security and privacy of personal information, particularly individually identifiable health information, which may impose restrictions on the manner in which we process such information and subject us to enforcement and penalties if we are unable to fully comply with such laws.
  • Information technology system failures could interrupt our operations and have a material adverse effect on our business, financial condition and results of operations.
  • System failures or capacity constraints could harm our business, financial condition and operating results.
  • We rely upon third parties to operate our Marketplace technology and any disruption of or interference with our use of such third-party providers would adversely affect our business, results of operations and financial condition.
  • If we are unable to develop new product and service offerings and expand our business scope to penetrate new markets and opportunities, our business, operating results and financial condition would be harmed.
  • If we are unable to successfully grow our sales of offerings through our most recently launched GoHealth Protect suite of products our business, operating results and financial condition would be harmed.
  • We may not realize the benefits we expect from our strategic cash flow optimization and other cash management initiatives.
  • Risks from third-party products could adversely affect our businesses.
  • We receive commission payments from health plan partners over time, but incur significant upfront expenses to enroll consumers.
  • 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.
  • Our failure to grow our consumer base or retain our existing consumers, including if we are unable to effectively advertise our products in a cost-effective way, could adversely impact our business, operating results and financial condition.
  • If we are not successful in cost-effectively converting consumer leads into consumers for which we receive commissions, our business, operating results and financial condition would be harmed.
  • Our quarterly results of operations may fluctuate significantly due to seasonality.
  • Pressure from existing and new competitors may adversely affect our business, operating results and financial condition.
  • If we do not successfully compete with government-run health insurance exchanges, our business may be harmed.
  • Our international operations subject us to additional risks which could have an adverse effect on our business, operating results and financial condition.
  • 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.
  • Any legal liability, regulatory penalties, or negative publicity for the information on our website or that we otherwise provide could harm our business, operating results and financial condition.
  • If we are unable to maintain a high level of service, our business, operating results and financial condition may be harmed.
  • Global economic conditions could materially and adversely affect our revenue and results of operations.
  • Acquisitions of other businesses or technologies could disrupt and 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.
  • Economic sanctions laws in the U.S. and other jurisdictions may prohibit us and our affiliates from transacting with certain countries, individuals and companies, which could negatively impact our business, operating results and financial condition.
  • In prior years, our management identified a material weakness in our internal controls over financial reporting, and we may be unable to develop, implement and maintain appropriate controls in future periods, which may lead to errors or omissions in our financial statements.
  • Our business could be adversely affected as a result of uncertainty regarding proposals or other actions taken by stockholders related to the consideration of a possible future transaction.
  • We rely on certain services from CMS, and a federal government shutdown that impedes our ability to use these services may materially impact our business.
  • Risks Related to Our Indebtedness
  • Our liquidity position previously raised, and may in the future raise, substantial doubt about our ability to continue as a going concern.
  • The amount of our indebtedness and our limited liquidity may materially limit our ability to operate our business and finance our future operations or capital needs.
  • Restrictions contained in our Credit Facilities impact our business and expose us to risks that could materially adversely affect our liquidity and financial condition.
  • Risks Related to Our Intellectual Property and Technology
  • 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.
  • We rely on data provided to us by consumers, health plan partners and third-party lead suppliers to improve our technology and service offerings, and if we are unable to maintain or grow such data, we may be unable to provide consumers with an insurance shopping experience that is relevant, efficient and effective, which could adversely affect our business.
  • We may not be able to adequately protect our intellectual property, which could harm our business and operating results.
  • We may become subject to intellectual property disputes, which are costly and may subject us to significant liability and increased costs of doing business.
  • Risks Related to Our Organizational Structure
  • Our principal asset is our interest in GHH, LLC, and, as a result, we depend on distributions from GHH, LLC to pay our taxes and expenses, including payments under the Tax Receivable Agreement (“TRA”). GHH, LLC’s ability to make such distributions may be subject to various limitations and restrictions.
  • 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.
  • Our organizational structure, including the TRA, confers certain benefits upon the Continuing Equity Owners that do not benefit holders of our Class A common stock to the same extent that it benefits the Continuing Equity Owners.
  • In certain cases, payments under the TRA to the Continuing Equity Owners and the Blocker Shareholders may be accelerated or significantly exceed any actual benefits we realize in respect of the tax attributes subject to the Tax Receivable Agreement.
  • 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.
  • 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.
  • We are a “controlled company” within the meaning of the Nasdaq Rules and, as a result, qualify for, and rely on, exemptions from certain corporate governance requirements. You may not have the same protections afforded to stockholders of companies that are subject to such corporate governance requirements.
  • Sales of a substantial number of shares of our Class A common stock in the public market could cause our stock price to decline.
  • Certain provisions of Delaware law and anti-takeover provisions in our organizational documents could delay or prevent a change of control.
  • 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.
  • Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware is the sole and exclusive forum for certain stockholder litigation matters and the federal district courts of the U.S. are the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, employees or stockholders.
  • Our amended and restated certificate of incorporation provides that the doctrine of “corporate opportunity” does not apply with respect to any director or stockholder who is not employed by us or our subsidiaries.
  • We are subject to the Nasdaq Rules and the rules and regulations established from time to time by the SEC regarding our internal control over financial reporting. 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 currently not in compliance with the continued listing standards of Nasdaq, and if we are unable to regain compliance, our Class A common stock will be delisted from the exchange.
  • We incur significant costs as a result of operating as a public company.
  • General Risks
  • From time to time we are subject to various legal proceedings which could adversely affect our business, financial condition or results of operations.
  • 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.
  • Our stock price may change significantly, and you may not be able to resell shares of our Class A common stock at or above the price you paid or at all, and you could lose all or part of your investment as a result.

Legal proceedings

Refer to Note 12, “Commitments and Contingencies,” of the Notes to Consolidated Financial Statements for information about legal proceedings.

The opening of Item 3, Legal Proceedings.5

Sources

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  69. 69
  70. 70
  71. 71
  72. 72
  73. 73
  74. 74
  75. 75
  76. 76