Omada Health reports $6.55 million net income for Q3 2026

Cover page 2 changes

3 unchanged paragraphs

For the quarterly period ended June September 30, 2026

22 unchanged paragraphs

The registrant had 61,216,703 62,037,725 shares of common stock, $0.001 par value per share, outstanding as of August 4, November 3, 2026.

1 unchanged paragraph

Financial Statements (unaudited) 130 changes

2 unchanged paragraphs

June September 30, 2026 December 31, 2025

Cash and cash equivalents $ 221,712 243,151 $ 222,036

1 unchanged paragraph

Inventory 4,119 4,880 4,486

Deferred commissions, current 3,959 3,951 3,539

1 unchanged paragraph

Total current assets 294,911 315,062 272,934

Property and equipment, net 9,098 9,738 7,942

Deferred commissions, non-current 9,222 8,984 8,711

Intangible assets, net 1,536 1,097 2,414

1 unchanged paragraph

Other assets 215 165

Total assets $ 328,222 $ 305,406

Other assets 417 165

Total assets $ 348,538 $ 305,406

4 unchanged paragraphs

Total current liabilities 75,483 75,379 75,726

1 unchanged paragraph

Total liabilities 75,483 75,379 75,726

2 unchanged paragraphs

Accumulated deficit ( 454,420 ) ( 456,744 )

Common stock, $ 0.001 par value per share; 750,000 and 750,000 shares authorized as of June September 30, 2026 and December 31, 2025, respectively; 60,606 61,996 and 58,429 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 707,098 720,966 686,366

Accumulated deficit ( 447,869 ) ( 456,744 )

Total stockholders' equity 252,739 273,159 229,680

Total liabilities and stockholders' equity $ 328,222 348,538 $ 305,406 (1) Includes amounts from a related party of $ 40.4 29.0 million and $ 22.8 million as of June September 30, 2026 and December 31, 2025, respectively.

(2) Includes amounts from a related party of $ 0.5 0.4 million and $ 0.3 million as of June September 30, 2026 and December 31, 2025, respectively.

(3) Includes amounts from a related party of $ 0 1.1 million and $ 1.0 million as of June September 30, 2026 and December 31, 2025, respectively.

(4) Includes amounts from a related party of $ 6.8 4.2 million and $ 4.9 million as of June September 30, 2026 and December 31, 2025, respectively.

(5) Includes amounts from a related party of $ 20.6 19.2 million and $ 18.8 million as of June September 30, 2026 and December 31, 2025, respectively.

3 unchanged paragraphs

Three Months Ended June 30, Six Months Ended June 30,

Total revenue 87,835 61,371 165,883 116,334

Hardware 10,439 8,392 25,345 18,711

Total cost of revenue 24,048 21,065 53,403 44,128

Gross profit 63,787 40,306 112,480 72,206

Three Months Ended September 30, Nine Months Ended September 30,

Total revenue 91,306 68,030 257,189 184,364

Hardware 8,850 10,305 34,195 29,016

Total cost of revenue 22,024 22,959 75,427 67,087

Gross profit 69,282 45,071 181,762 117,277

3 unchanged paragraphs

Total operating expenses 60,238 44,650 113,712 84,946

Operating income (loss) 3,549 ( 4,344 ) ( 1,232 ) ( 12,740 )

Total operating expenses 64,462 47,584 178,174 132,530

Operating income (loss) 4,820 ( 2,513 ) 3,588 ( 15,253 )

1 unchanged paragraph

Interest expense ( 14 ) ( 1,094 ) ( 32 ) ( 2,168 )

Interest income 1,759 863 3,588 1,405

Total other income (expense), net 1,745 ( 967 ) 3,556 ( 2,019 )

Income (loss) before provision for income taxes 5,294 ( 5,311 ) 2,324 ( 14,759 )

Interest expense ( 262 ) ( 353 ) ( 294 ) ( 2,521 )

Interest income 1,993 2,009 5,581 3,414

Loss on debt extinguishment

Change in fair value of warrant liabilities - ( 736 212 ) - ( 1,256 1,468 )

Total other income (expense), net 1,731 ( 665 ) 5,287 ( 2,684 )

Income (loss) before provision for income taxes 6,551 ( 3,178 ) 8,875 ( 17,937 )

1 unchanged paragraph

Net income (loss) and comprehensive income (loss) $ 5,294 $ ( 5,311 ) $ 2,324 $ ( 14,759 )

Net income (loss) and comprehensive income (loss) $ 6,551 $ ( 3,178 ) $ 8,875 $ ( 17,937 )

1 unchanged paragraph

Basic $ 0.09 $ ( 0.24 ) $ 0.04 $ ( 0.98 )

Diluted $ 0.08 $ ( 0.24 ) $ 0.04 $ ( 0.98 )

Basic $ 0.11 $ ( 0.06 ) $ 0.15 $ ( 0.61 )

Diluted $ 0.10 $ ( 0.06 ) $ 0.14 $ ( 0.61 )

1 unchanged paragraph

Basic 59,685 21,971 59,306 15,107

Diluted 63,947 21,971 64,345 15,107

Basic 61,499 57,658 60,045 29,421

Diluted 67,121 57,658 64,561 29,421

(3) (1) Includes amounts from a related party of $ 1.4 53.7 million and $ 1.2 41.8 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 2.7 151.1 million and $ 2.4 108.2 million for the six nine months ended June September 30, 2026 and 2025, respectively.

(2) Includes amounts from a related party of $ 4.8 4.0 million and $ 2.6 3.0 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 9.9 13.9 million and $ 6.0 9.0 million for the six nine months ended June September 30, 2026 and 2025, respectively.

(4) (3) Includes amounts from a related party of $ 0.8 1.4 million and $ 0.5 1.4 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 1.5 4.1 million and $ 1.0 3.8 million for the six nine months ended June September 30, 2026 and 2025, respectively.

(6) (4) Includes amounts from a related party of $ 0.5 0.9 million and $ 0.4 0.6 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 1.0 2.4 million and $ 0.7 1.6 million for the six nine months ended June September 30, 2026 and 2025, respectively.

(5) Includes amounts from a related party of $ 8.5 8.7 million and $ 6.6 7.1 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 16.9 25.6 million and $ 12.2 19.3 million for the six nine months ended June September 30, 2026 and 2025, respectively.

(1) (6) Includes amounts from a related party of $ 51.4 0.4 million and $ 36.5 0.4 million for the three months ended June September 30, 2026 and 2025, respectively, and $ 97.4 1.4 million and $ 66.4 1.1 million for the six nine months ended June September 30, 2026 and 2025, respectively.

4 unchanged paragraphs

Three and Six Months Ended June 30, 2026

Three and Nine Months Ended September 30, 2026

15 unchanged paragraphs

Three and Six Months Ended June 30, 2025

Issuance of common stock upon exercise of stock options - - 1,203 1 8,599 8,600

Issuance of common stock upon settlement of restricted stock units, net of shares withheld for employee taxes

Taxes paid related to net share settlement of equity awards - - - - ( 668 ) ( 668 )

Share-based compensation expense - - - - 5,937 5,937

Net income and comprehensive income

Balance as of September 30, 2026 - $ - 61,996 $ 62 $ 720,966 $ ( 447,869 ) $ 273,159

See accompanying notes to unaudited condensed consolidated financial statements.

Three and Nine Months Ended September 30, 2025

15 unchanged paragraphs

Issuance of common stock upon exercise of stock options - - 504 2 2,297 - 2,299

Issuance of common stock upon settlement of restricted stock units, net - - 26 - ( 214 ) - ( 214 )

Cashless exercise of all outstanding common stock warrants - - 35 - 642 - 642

Share-based compensation expense - - - - 3,583 - 3,583

Net loss and comprehensive loss - - - - - ( 3,178 ) ( 3,178 )

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and 50 more changes in the filing

Note 2: Summary of Significant Accounting Policies 2 changes

1 unchanged paragraph

The condensed consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America ("U.S. GAAP"). The condensed consolidated financial statements include the accounts of Omada Health, Inc., its subsidiary, Physera, Inc., a former subsidiary of Omada Health, Inc. which was dissolved as of September 30, 2026, and a professional corporation, Physera Physical Therapy Group, PC ("PPTG" or the "professional corporation"), which was determined to be a variable interest entity ("VIE") for which Omada is the primary beneficiary. All intercompany balances and transactions have been eliminated in consolidation. The unaudited condensed consolidated financial statements have been prepared on the same basis as the audited consolidated financial statements and reflect, in the opinion of management, all the adjustments of a normal, recurring nature that are necessary for the fair statement of the Company's financial position, results of operations, and cash flows for the interim periods but are not necessarily indicative of the results expected for the full year or any other period.

3 unchanged paragraphs

The condensed consolidated balance sheets as of June September 30, 2026 and December 31, 2025 include assets of the consolidated VIE, which can only be used to settle obligations of the VIE, and liabilities of the consolidated VIE. As of June September 30, 2026, after the elimination of intercompany transaction balances, assets of the consolidated VIE totaled $ 0.7 million, and liabilities of the consolidated VIE totaled $ 0.2 million. As of December 31, 2025, after the elimination of intercompany transaction balances, assets of the consolidated VIE totaled $ 0.8 million, and liabilities of the consolidated VIE totaled $ 0.2 million.

Notes to the financial statements 22 changes

provided, however, that no more than 15,136,624 shares of common stock may be issued upon the exercise of incentive stock options ("ISOs"). Terms of stock awards, including vesting requirements, are determined by the Company's board of directors or by a committee authorized by the Company's board of directors, subject to provisions of the 2025 Plan. The term of any stock option granted under the 2025 Plan cannot exceed ten years . Generally, awards granted by the Company vest over four years , but may be granted with different vesting terms. In conjunction with the effectiveness of the 2025 Plan, the 2011 Plan terminated, and no further awards will be granted under the 2011 Plan, although all outstanding awards under the 2011 Plan will continue to be governed by their existing terms. As of June 30, 2026 and December 31, 2025, 3,672,449 and 3,973,135 shares were available for future issuance pursuant to the 2025 Plan, respectively.

2025 Employee Stock Purchase Plan

In connection with the IPO, the Company's board of directors adopted, and its stockholders approved, the 2025 Employee Stock Purchase Plan (the "ESPP"), which became effective on the day prior to the effectiveness of the Company's Registration Statement on Form S-1, with an initial reserve of 1,121,231 shares of the Company's common stock. The ESPP allows eligible employees to purchase shares of the Company's common stock at a discount through payroll deductions of up to 15 % of their compensation, subject to plan limitations. Such payroll deductions will be expressed as a whole number percentage, and the accumulated deductions will be applied to the purchase of shares of common stock on each purchase date. However, a participant may not purchase more than 666 shares of common stock in each offering period and may not subscribe for more than $ 25,000 in fair market value of shares of common stock (determined at the time the option is granted) during any calendar year. The ESPP administrator has the authority to change these limitations for any subsequent offering period. Unless otherwise determined by the Company's board of directors, employees are able to purchase shares at 85 % of the lower of the fair market value of the Company's common stock on the first date of an offering or on the purchase date. The length of the offering periods under the ESPP will be determined by the plan administrator and may be up to 27 months long. The number of shares of the Company's common stock reserved for issuance under the ESPP will automatically increase on January 1 of each year for a period of ten years , beginning on January 1, 2026 and continuing through December 31, 2035, by the lesser of (i) 1 % of the shares of common stock outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (ii) such number of shares of common stock as determined by the board of directors; provided, however, no more than 6,727,388 shares of common stock may be issued under the ESPP. The shares reserved for issuance under the ESPP may be authorized but unissued shares or reacquired shares. As of June 30, 2026 and December 31, 2025, 1,706,431 and 1,121,231 shares were available for future issuance pursuant to the ESPP, respectively. Subsequent to June 30, 2026, the first offering period under the ESPP commenced as of August 1, 2026.

Share-based Compensation Expense

A summary of share-based compensation expense recognized in the condensed consolidated statement of operations and comprehensive loss is as follows (in thousands):

Three Months Ended June 30, Six Months Ended June 30,

Services cost of revenue $ 101 $ 33 $ 163 $ 71

Research and development 992 528 1,731 1,023

Sales and marketing 2,038 884 3,476 1,614

General and administrative 2,500 1,385 4,470 2,966

Total share-based compensation expense $ 5,631 $ 2,830 $ 9,840 $ 5,674

As of June 30, 2026, there was approximately $ 13.2 million of total unrecognized share-based compensation costs related to unvested stock options, which is expected to be recognized over the weighted-average period of 2.2 years using the straight-line method.

The Company's RSUs vest based on the terms in the grant agreements and generally vest ratably over a period of between one and four years from the vesting commencement date.

A summary of unvested RSUs as of June 30, 2026 is as follows (in thousands, except per-share amounts):

On May 27, 2025, the Company amended its restated certificate of incorporation, as amended, to effect a reverse stock split of shares of the Company's common stock on a one-for-three basis (the "Reverse Stock Split"). The common stock warrants and options to purchase common stock were subsequently adjusted as a result of the Reverse Stock Split. All impacted share and per-share information included in these consolidated financial statements and notes thereto have been retroactively adjusted to give effect to the Reverse Stock Split. In connection with the one-for-three reverse split of the Company's common stock effected on May 27, 2025, the conversion price for each series of the Company's redeemable convertible preferred stock was adjusted such that each share of redeemable convertible preferred stock became convertible into one-third of a share of the Company's common stock.

Initial Public Offering

On June 9, 2025, the Company completed its initial public offering (the "IPO") of 9,085,000 shares of its common stock, which includes the exercise in full by the underwriters of their option to purchase from the Company 1,185,000 shares of the Company's common stock, at a price to the public of $ 19.00 per share. The gross proceeds to the Company from the IPO were $ 172.6 million and the net proceeds amounted to $ 151.6 million, after deducting underwriting discounts and commissions and offering expenses payable by the Company. Immediately prior to the closing of the IPO, each outstanding share of the Company's Series A, Series B, Series C, Series C-1, Series D, Series D-1, and Series E redeemable convertible preferred stock, including shares of redeemable convertible preferred stock issued upon the exercise of Series B and Series D redeemable convertible preferred stock warrants, converted into one-third of a share of the Company's common stock (see Note 6 for additional information).

The preparation of condensed consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of income and expense during the reporting period. The Company's significant estimates and assumptions made in the accompanying condensed consolidated financial statements include, but are not limited to, determining standalone selling price for performance obligations in contracts with customers and variable consideration, the period of benefit for deferred commissions, the fair value of common stock warrants, the fair value of redeemable convertible preferred stock warrants, the valuation and assumptions underlying share-based compensation including the per-share fair value of the Company's common stock prior to the Company's IPO, the assessment of useful life and recoverability of long-lived assets, the valuation of deferred tax assets, and reserves for uncertain tax positions. By their nature, estimates are subject to an inherent degree of uncertainty and actual results could differ from those estimates. The Company bases its estimates on historical experience and on various other assumptions that are believed to be reasonable. Actual results may differ from those estimates or assumptions.

Significant Accounting Policies

There have been no material changes to the Company's significant accounting policies from the audited consolidated financial statements for the fiscal year ended December 31, 2025, included in the Annual Report filed with the SEC on March 6, 2026.

Segment and Geographic Information

The Company considers operating segments to be components of the Company for which separate financial information is available and is evaluated regularly by the Company's chief operating decision maker ("CODM") in deciding how to allocate resources and in assessing performance. The CODM for the Company is the Chief Executive Officer. The CODM reviews financial information on a consolidated basis to make decisions about how to allocate resources and how to measure the Company's performance. The Company has determined that it has one operating and reportable segment (refer to Note 9 for additional information).

Note 3: Fair Value Measurements 5 changes

1 unchanged paragraph

As of September 30, 2026

2 unchanged paragraphs

Money market funds $ 205,651 $ - $ - $ 205,651

Total $ 205,651 $ - $ - $ 205,651

Money market funds $ 226,982 $ - $ - $ 226,982

Total $ 226,982 $ - $ - $ 226,982

5 unchanged paragraphs

Note 4: Consolidated Balance Sheet Components 17 changes

2 unchanged paragraphs

June September 30, 2026 December 31, 2025

Billed accounts receivable $ 31,916 24,616 $ 13,563

Unbilled accounts receivable 26,492 27,000 22,182

Allowance for credit losses ( 1,835 3,423 ) ( 1,160 )

Total accounts receivable, net $ 56,573 48,193 $ 34,585

1 unchanged paragraph

Balance at beginning of period $ ( 1,468 ) $ ( 2,103 )

Six Months Ended June 30,

Three Months Ended June September 30,

Balance at end beginning of period $ ( 1,835 ) $ ( 1,418 )

Provision for credit losses, net ( 383 1,127 ) 141 ( 995 )

Other adjustments and write-offs 16 544 ( 461 ) 1,127

Balance at end of period $ ( 3,423 ) $ ( 1,286 )

Nine Months Ended September 30,

1 unchanged paragraph

Provision for credit losses, net ( 1,189 2,316 ) ( 490 1,485 )

Other adjustments and write-offs 514 1,057 53 2,184

Balance at end of period $ ( 1,835 3,423 ) $ ( 1,418 1,286 )

Inventory is comprised of finished goods inventory. There was no reserve for excess and obsolete inventory recorded as of June September 30, 2026 and December 31, 2025.

Note 5: Commitments and Contingencies 3 changes

1 unchanged paragraph

In the ordinary course of business, the Company includes in its agreements indemnification provisions of varying scope and terms pursuant to which it agrees to indemnify customers, channel partners, suppliers, vendors, lessors, business partners, and other parties with respect to certain matters, including, but not limited to, losses arising out of the breach of such agreements, services to be provided by the Company, or from intellectual property infringement claims made by third parties. The term of these indemnification provisions generally survive the termination of the agreements indefinitely. The maximum potential amount of future payments the Company could be required to make under these arrangements is not determinable. No demands have ever been made upon the Company to provide indemnification under such agreements, and there are no claims under those indemnification terms that the Company is aware of that could have a material effect on the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive loss, or condensed consolidated statements of cash flows. Accordingly, the Company had no liabilities recorded for these provisions as of June September 30, 2026 and December 31, 2025.

Other contractual commitments primarily consist of technology and cloud services related to the Company's daily business operations. As of June September 30, 2026, future minimum payments under the Company's non-cancellable purchase commitments, for the years ended December 31, were as follows (in thousands):

Remainder of 2026 $ 4,568 2,365

1 unchanged paragraph

Note 6: Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit) 9 changes

1 unchanged paragraph

In connection with the closing of its IPO, on June 9, 2025, the Company's restated certificate of incorporation was amended and restated to authorize 750,000,000 shares of common stock, par value $ 0.001 per share, and 10,000,000 shares of preferred stock, par value $ 0.001 per share. No shares of preferred stock were outstanding as of June September 30, 2026.

1 unchanged paragraph

June September 30, 2026 December 31, 2025

Outstanding RSUs 3,752 3,595 928

Common stock options outstanding 8,894 7,631 10,874

Common stock shares available for future grants 3,672 3,479 3,973

1 unchanged paragraph

Total shares of common stock reserved 18,024 16,411 16,896

1 unchanged paragraph

The Company previously issued shares of redeemable convertible preferred stock. Immediately prior to the closing of the IPO on June 9, 2025, all 118,218,801 shares of the Company's Series A, Series B, Series C, Series C-1, Series D, Series D-1, and Series E redeemable convertible preferred stock, excluding shares issued upon the exercise of Series B and Series D convertible redeemable preferred stock warrants disclosed below, converted into an aggregate of 39,406,221 shares of the Company's common stock (after adjusting the conversion ratios of the redeemable convertible preferred stock to give effect to the Reverse Stock Split), and such shares of redeemable convertible preferred stock were cancelled, retired, and eliminated from the shares of stock that the Company is authorized to issue and shall not be reissued by the Company. Following the IPO and as of June September 30, 2026, no shares of redeemable convertible preferred stock were outstanding.

1 unchanged paragraph

The Company previously issued common and redeemable convertible preferred stock warrants in connection with certain notes payable and debt financing transactions. Following the closing of our IPO, all outstanding warrants were exercised. As of June September 30, 2026 and December 31, 2025, no redeemable convertible preferred stock warrants or common stock warrants were outstanding.

As of June September 30, 2025, the Company had no outstanding warrants to purchase shares of the Company's common stock that were classified as liabilities. warrants. The change in fair value for the three and six nine months ended June September 30, 2025 resulted in a loss of $ 0.8 0.2 million and $ 1.2 1.5 million for all three instruments, respectively.

Note 7: Share-Based Compensation 3 changes

3 unchanged paragraphs

In connection with the IPO, the Company's board of directors adopted, and its stockholders approved, the 2025 Incentive Award Plan (the "2025 Plan"), which became effective on the day prior to the effectiveness of the Company's Registration Statement on Form S-1. Under the 2025 Plan, 5,045,541 shares of the Company's common stock were initially reserved for issuance pursuant to a variety of share-based compensation awards, including stock options, stock appreciation rights, restricted stock awards, restricted stock unit ("RSU") awards, and other share-based awards. The number of shares initially reserved for issuance pursuant to awards under the 2025 Plan will be increased by (i) the number of shares represented by awards outstanding under the 2011 Plan ("Prior Plan Awards") that become available for issuance under the applicable counting provisions following the effective date of the 2025 Plan and (ii) an annual increase on the first day of each calendar year beginning in calendar year 2026 and ending in calendar year 2035, equal to the lesser of (A) 5 % of the shares of the Company's common stock outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (B) such smaller number of shares of stock as determined by the Company's board of directors; provided, however, that no more than 15,136,624 shares of common stock may be issued upon the exercise of incentive stock options ("ISOs"). Terms of stock awards, including vesting requirements, are determined by the Company's board of directors or by a committee authorized by the Company's board of directors, subject to provisions of the 2025 Plan. The term of any stock option granted under the 2025 Plan cannot exceed ten years . Generally, awards granted by the Company vest over four years , but may be granted with different vesting terms. In conjunction with the effectiveness of the 2025 Plan, the 2011 Plan terminated, and no further awards will be granted under the 2011 Plan, although all outstanding awards under the 2011 Plan will continue to be governed by their existing terms. As of September 30, 2026 and December 31, 2025, 3,478,528 and 3,973,135 shares were available for future issuance pursuant to the 2025 Plan, respectively.

2025 Employee Stock Purchase Plan

In connection with the IPO, the Company's board of directors adopted, and its stockholders approved, the 2025 Employee Stock Purchase Plan (the "ESPP"), which became effective on the day prior to the effectiveness of the Company's Registration Statement on Form S-1, with an initial reserve of 1,121,231 shares of the Company's common stock. The ESPP allows eligible employees to purchase shares of the Company's common stock at a discount through payroll deductions of up to 15 % of their compensation, subject to plan limitations. Such payroll deductions will be expressed as a whole number percentage, and the accumulated deductions will be applied to the purchase of shares of common stock on each purchase date. However, a participant may not purchase more than 666 shares of common stock in each offering period and may not subscribe for more than $ 25,000 in fair market value of shares of common stock (determined at the time the option is granted) during any calendar year. The ESPP administrator has the authority to change these limitations for any subsequent offering period. Unless otherwise determined by the Company's board of directors, employees are able to purchase shares at 85 % of the lower of the fair market value of the Company's common stock on the first date of an offering or on the purchase date. The number of shares of the Company's common stock reserved for issuance under the ESPP will automatically increase on January 1 of each year for a period of ten years , beginning on January 1, 2026 and continuing through December 31, 2035, by the lesser of (i) 1 % of the shares of common stock outstanding (on an as-converted basis) on the last day of the immediately preceding fiscal year and (ii) such number of shares of common stock as determined by the board of directors; provided, however, no more than 6,727,388 shares of common stock may be issued under the ESPP. The shares reserved for issuance under the ESPP may be authorized but unissued shares or reacquired shares. As of September 30, 2026 and December 31, 2025, 1,706,431 and 1,121,231 shares were available for future issuance pursuant to the ESPP, respectively. The first offering period under the ESPP commenced on August 1, 2026.

Note 8: Related Party 1 change

1 unchanged paragraph

The Company's customers, channel partners, and vendors include affiliates of The Cigna Group, which beneficially owns more than 5 % of the Company's outstanding capital stock through Cigna Ventures, LLC. The Company has entered into agreements with these affiliates that, among other things, provide for the provision of the Company's programs to eligible individuals covered by these affiliates and, in certain cases, for the provision of services by such affiliates in connection with the administration of the Company's programs. The Company also has agreements with these affiliates for the provision of certain benefits provided to the Company's employees. Pursuant to these agreements, in addition to the amounts disclosed in the condensed consolidated balance sheets, condensed consolidated statements of operations and comprehensive income (loss), and condensed consolidated statements of cash flows, affiliates of The Cigna Group made payments to the Company of $ 36.7 60.0 million and $ 35.8 37.5 million during the three months ended June September 30, 2026 and 2025, respectively, and $ 85.0 145.0 million and $ 66.8 104.3 million during the six nine months ended June September 30, 2026 and 2025, respectively. Additionally, the Company made payments to affiliates of The Cigna Group of $ 8.4 6.6 million and $ 6.2 6.7 million during the three months ended June September 30, 2026 and 2025, respectively, and $ 16.3 22.8 million and $ 11.0 17.6 million during the six nine months ended June September 30, 2026 and 2025, respectively.

Note 9: Segment Reporting 10 changes

2 unchanged paragraphs

The Company's segment net income (loss) and significant expenses for the three and nine months ended September 30, 2026 and 2025, consisted of the following (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

Revenue $ 91,306 $ 68,030 $ 257,189 $ 184,364

Employee compensation (2)

Other segment items (3)

Consolidated net income (loss) $ 6,551 $ ( 3,178 ) $ 8,875 $ ( 17,937 )

(1) Depreciation and amortization included in cost of revenue was $ 1.6 million and $ 0.8 million for the three months ended September 30, 2026 and 2025, respectively, and $ 4.5 million and $ 2.4 million for the nine months ended September 30, 2026 and 2025, respectively.

(2) Employee compensation is part of research and development, sales and marketing and general and administrative expenses and includes salaries, share-based compensation expense, sales commissions, employee bonuses, benefits, and other employee related expenses.

(3) Other segment items include third-party consulting services and professional services, software and infrastructure, hosting, marketing and advertising, and other income and other expenses.

All of the Company's long-lived assets were located in the U.S., and all revenue was earned in the U.S. as of December 31, 2025 and for the three and nine months ended September 30, 2026 and 2025.

Note 10: Income Taxes 1 change

The Company's geographical distribution of its losses before provision for income taxes during each period relates to the U.S. The Company did not record a provision for income tax expense or benefit for the three and six nine months ended June September 30, 2026 and 2025.

Note 11: Net Income (Loss) Per Share Attributable to Common Stockholders 18 changes

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

Net income (loss) attributable to common stockholders $ 5,294 $ ( 5,311 ) $ 2,324 $ ( 14,759 )

Three Months Ended September 30, Nine Months Ended September 30,

Net income (loss) attributable to common stockholders $ 6,551 $ ( 3,178 ) $ 8,875 $ ( 17,937 )

Weighted-average number of shares used in computing net income (loss) per share attributable to common stockholders, basic 59,685 21,971 59,306 15,107 61,499 57,658 60,045 29,421

Effect of dilutive potential common shares 4,262 5,622 - 5,039 4,516 -

Weighted-average number of shares used in computing net income (loss) per share attributable to common stockholders, diluted 63,947 21,971 64,345 15,107 67,121 57,658 64,561 29,421

1 unchanged paragraph

Three Months Ended June 30, Six Months Ended June 30,

Common stock options outstanding 470 11,981 379 11,981

RSUs outstanding 794 630 794 630

Common stock warrants - 43 - 43

Total 1,264 12,654 1,173 12,654

Net income (loss) per share attributable to common stockholders, diluted $ 0.08 0.10 $ ( 0.24 0.06 ) $ 0.04 0.14 $ ( 0.98 0.61 )

As the Company was in a net loss position for the three and six nine months ended June September 30, 2025, basic net loss per share is the same as diluted net loss per share as the inclusion of all potential shares of common stock outstanding would have been anti-dilutive. Potentially dilutive securities that were not included in the diluted per-share calculations because they would have been anti-dilutive were as follows (in thousands):

Three Months Ended September 30, Nine Months Ended September 30,

Common stock options outstanding 120 11,440 120 11,440

RSUs outstanding 42 697 42 697

Total 162 12,137 162 12,137

Note 12: Subsequent Events 1 change

The Company has evaluated subsequent events for recognition and measurement purposes through August 7, November 6, 2026, which is the date the condensed consolidated financial statements were available to be issued.

MD&A 208 changes

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Our mission is to bend the curve. Our hope is that, one day, tomorrow's epidemiologists will notice a bend in disease curves, wonder what might be happening, and conclude that part of that impact has been Omada. As part of that mission, we strive to inspire and enable people to make lasting health changes on their own terms. We launched our initial program in diabetes prevention and weight health in 2012, with the goal of showing that a virtual program could achieve the same clinical results as its in-person archetype. Today, we offer cardiometabolic programs for prediabetes, diabetes, hypertension, and high cholesterol; a physical therapy program to address musculoskeletal ("MSK") conditions; additional support for members taking glucagon-like peptide-1 agonists ("GLP-1") in our cardiometabolic programs ("GLP-1 Care Tracks"); a prescribing capability for GLP-1s and other anti-obesity medications ("AOMs"); and behavioral health support across all programs. As of June September 30, 2026, we had approximately 1,091,000 1,134,000 total members enrolled in one or more programs.

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We believe that the ability to grow the relative amount of revenue that we generate from existing customers is a key driver of long-term growth. We have seen significant expansion over time as existing customers and channel partners have added our newer programs, such as Diabetes, Hypertension, and Cholesterol, and we remain focused on driving multi-program adoption as a key growth lever. We believe that increased customer focus on GLP-1s and weight health may also support broader adoption of our cardiometabolic offerings over time. There is still opportunity to continue multi-condition expansion.

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As of March 31, As of June 30, As of September 30,

Total Members 1,025,000 679,000 1,091,000 752,000 1,134,000 831,000

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Sales from or through our top five health plan and PBM partners, including any sales to these entities as customers and sales through these entities as channel partners, represented 79% 78% and 76% of our revenue for the three months ended June September 30, 2026 and 2025, respectively, and 79% 78% and 75% for the six nine months ended June September 30, 2026 and 2025, respectively.

Significant customers and channel partners are those which represent 10% or more of the accounts receivable balance or revenue for the periods presented. Customers and channel partners that accounted for 10% or more of accounts receivable, net as of June September 30, 2026 and December 31, 2025 or 10% or more of revenue as of and for the three and six nine months ended June September 30, 2026 and 2025 were as follows:

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Partner A 15 % 21 % 31 % 32 % 32 % 31 %

As of Three Months Ended June September 30, Six Nine Months Ended June September 30,

June September 30, 2026 December 31, 2025 2026 2025 2026 2025

Partner A 18 % 21 % 30 % 32 % 31 % 31 %

Partner B 56 42 % 45 % 33 % 33 34 % 33 % 32 %

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Under the OBBBA and newly enacted Section 174A of the Code, taxpayers may accelerate the recovery of previously capitalized domestic research and development expenditures that remained unamortized as of 2025, either entirely in 2025 or ratably over 2025 and 2026. We intend to elect to recover these costs ratably over 2025 and 2026 and recognized recognize a deduction of approximately $36.1 million in 2025 to such expenditures.

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Three Months Ended June 30, Six Months Ended June 30,

(in thousands) (in thousands)

Services $ 80,692 $ 56,960 $ 150,286 $ 106,456

Hardware 7,143 4,411 15,597 9,878

Hardware 10,439 8,392 25,345 18,711

Total cost of revenue 24,048 21,065 53,403 44,128

Gross profit 63,787 40,306 112,480 72,206

Three Months Ended September 30, Nine Months Ended September 30, (in thousands) (in thousands)

Services $ 85,106 $ 62,936 $ 235,392 $ 169,392

Hardware 6,200 5,094 21,797 14,972

Hardware 8,850 10,305 34,195 29,016

Total cost of revenue 22,024 22,959 75,427 67,087

Gross profit 69,282 45,071 181,762 117,277

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Total operating expenses 60,238 44,650 113,712 84,946

Operating income (loss) 3,549 (4,344) (1,232) (12,740)

Total operating expenses 64,462 47,584 178,174 132,530

Operating income (loss) 4,820 (2,513) 3,588 (15,253)

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Interest expense (14) (1,094) (32) (2,168)

Interest income 1,759 863 3,588 1,405

Interest expense (262) (353) (294) (2,521)

Interest income 1,993 2,009 5,581 3,414

Loss on debt extinguishment - (2,109) - (2,109)

Change in fair value of warrant liabilities - (736) (212) - (1,256) (1,468)

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Income (loss) before provision for income taxes 5,294 (5,311) 2,324 (14,759)

Income (loss) before provision for income taxes 6,551 (3,178) 8,875 (17,937)

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Net income (loss) and comprehensive income (loss) $ 5,294 $ (5,311) $ 2,324 $ (14,759)

Net income (loss) and comprehensive income (loss) $ 6,551 $ (3,178) $ 8,875 $ (17,937)

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Three Months Ended June 30, Six Months Ended June 30,

(in thousands) (in thousands)

Cost of services revenue $ 101 $ 33 $ 163 $ 71

Research and development 992 528 1,731 1,023

Sales and marketing 2,038 884 3,476 1,614

General and administrative 2,500 1,385 4,470 2,966

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) (in thousands)

Three Months Ended June 30, Six Months Ended June 30,

(in thousands) (in thousands)

Cost of services revenue $ 1,051 $ 786 $ 2,031 $ 1,527

Research and development 33 20 65 38

Sales and marketing 36 29 72 56

General and administrative 22 47 43 92

Three Months Ended September 30, Nine Months Ended September 30, (in thousands) (in thousands)

Cost of services revenue $ 121 $ 33 $ 284 $ 104

Research and development 1,053 611 2,784 1,634

Sales and marketing 2,058 1,049 5,534 2,663

General and administrative 2,619 1,843 7,089 4,809

Total share-based compensation expense $ 5,631 5,851 $ 2,830 3,536 $ 9,840 15,691 $ 5,674 9,210 (2) Includes amortization of intangible assets as follows:

Three Months Ended September 30, Nine Months Ended September 30, (in thousands) (in thousands)

Cost of services revenue $ 439 $ 439 $ 878 1,317 $ 878 1,317

Sales and marketing — 31 — — 94

Total amortization of intangible assets $ 439 $ 470 439 $ 878 1,317 $ 972 1,411 (3) Includes depreciation and amortization as follows:

Three Months Ended September 30, Nine Months Ended September 30, (in thousands) (in thousands)

Cost of services revenue $ 1,138 $ 839 $ 3,169 $ 2,366

Research and development 38 23 103 61

Sales and marketing 40 31 112 87

General and administrative 26 27 69 119

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Three Months Ended June 30, Six Months Ended June 30,

Services 92 % 93 % 91 % 92 %

Three Months Ended September 30, Nine Months Ended September 30, (as a percentage of revenue)

Services 93 % 93 % 92 % 92 %

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Services 15 21 17 22

Hardware 12 14 15 16

Services 14 19 16 21

Hardware 10 15 13 16

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Gross profit 73 65 68 62

Sales and marketing 34 36 34 37

General and administrative 18 20 18 20

Gross profit 76 66 71 63

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and 128 more changes in the filing

Market risk 1 change

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We are exposed to market risk related to changes in interest rates. We had cash and cash equivalents of $221.7 $243.2 million as of June September 30, 2026 and $222.0 million as of December 31, 2025. Our cash and cash equivalents consist of cash held in sweep accounts, checking accounts, and money market funds. The cash and cash equivalents are held primarily for working capital purposes. Such interest-earning instruments carry a degree of interest rate risk. Due to the short-term durations and nature of our investments, we have not been exposed to, nor do we currently anticipate being exposed to, material risks due to changes in interest rates. A hypothetical 10% increase or decrease in interest rates would not have had a material impact on our consolidated financial statements as of June September 30, 2026. We may be exposed to further interest rate risk if we revise our strategy to invest in longer-term securities in the future.

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Controls and procedures 2 changes

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Our management, with the participation of our principal executive officer and principal financial officer, evaluated the effectiveness of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act"), as of the end of the period covered by this Quarterly Report on Form 10-Q. Based on that evaluation, our principal executive officer and principal financial officer concluded that, as of June September 30, 2026, our disclosure controls and procedures were not effective at the reasonable assurance level because of the material weakness in our internal control over financial reporting described below.

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Except for the remediation measures we are taking in connection with the material weakness described above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the three months ended June September 30, 2026 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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Risk factors 34 changes

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• If we are unable to attract new customers and channel partners and increase member enrollment from new and existing customers and channel partners, our revenue growth could be slower than we expect, and our business may be adversely affected.

• If we are unable to attract new customers and channel partners, if existing customers and channel partners do not renew their agreements or renew their agreements on less favorable terms, if we are unable to increase member enrollment from customers and channel partners, or if we do not achieve our performance guarantees, our revenue could be impacted, which may have a material adverse affect on our business.

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We have incurred net losses in the past and we may incur net losses in the future. For the three months ended June September 30, 2026 and 2025, we incurred net income (loss) of $5.3 $6.6 million and $(5.3) $(3.2) million, respectively. For the nine months ended September 30, 2026 and 2025, we incurred net income (loss) of $8.9 million and $(17.9) million, respectively. For the year ended December 31, 2025, we incurred net losses of $12.8 million. As of June September 30, 2026, we had an accumulated deficit of $454.4 $447.9 million. We expect our operating expenses to increase in future periods, and if our revenue growth does not increase to more than offset these anticipated increases in our operating expenses, we may not be able to consistently achieve or maintain profitability, and our business, financial condition, results of operations, and prospects will be harmed. Since inception, we have spent, and intend to continue to spend, significant funds to develop our programs, to develop our customer support resources, to scale our offerings, and to recruit and retain key talent. Some of these investments may not yield the revenue gains we anticipate and reduce our operating margin. If our investments are not successful, and if we are unable to successfully develop, commercialize, and market our programs to customers and channel partners, our ability to increase revenue may be adversely affected. In addition to the expected costs to grow our business, we also expect to incur significant additional legal, accounting, and other expenses as a newly public company. If we fail to increase our revenue to exceed the increases in our operating expenses in any particular period, we will not be able to achieve profitability in that period or maintain profitability in the future. Even if we do achieve profitability in future periods, we may not be able to sustain or increase profitability on a quarterly or annual basis, if at all. If we are unable to consistently achieve and maintain profitability on our anticipated timeline, or at all, the market value of our common stock will likely decline.

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While our market is in an early stage of development, it is evolving rapidly and becoming increasingly competitive, and we expect it to attract increased competition. We currently face competition from a range of digital health companies, including direct competition from competitors offering cardiometabolic programs, such as 9amHealth Inc., Calibrate Health, Inc., Hello Heart Inc., Lark Technologies, Inc., Livongo (via Teladoc Health, Inc.), Twin Health, Inc., Vida Health, Inc., and Virta Health Corp.; competitors offering only MSK programs, such as Hinge Health, Inc.; and those that offer both cardiometabolic and MSK programs, such as SWORD Health, Inc. and DarioHealth Corp. In some cases, our competitors also include enterprise companies that are focused on or may enter the healthcare industry generally, including initiatives and partnerships launched by these large companies, and those that offer point solutions for a single chronic condition. These companies, which may offer their solutions at lower prices, are continuing to develop additional products and becoming more sophisticated and effective. In addition, large, well-financed healthcare providers and health plans have in some cases developed their own platforms or tools and may provide these solutions at discounted prices. Competition from specialized software providers or device manufacturers, which may facilitate the collection of data but offer limited interpretation, feedback, or guidance, and other parties will result in continued pricing pressures, which are likely to lead to price declines in certain product areas, which could negatively impact our sales, profitability, and market share. Consumer technology companies may also offer solutions that feature health coaching, health advice, or other health services that may affect the demand for our programs. Additionally, AI-native companies are launching offerings in the healthcare space, and we expect more companies to expand their AI tools into healthcare in the future. Consumers may also use general-purpose AI offerings, which are increasing in popularity, for health coaching, health advice, or other health services that may affect the demand for our programs.

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In addition, some fees are subject to repayment pursuant to performance guarantees if certain clinical outcomes or other performance criteria are not met, which in some cases depend on the behavior of our members, such as their continued engagement with our programs, and other factors not entirely within our control. These clinical performance guarantees vary by program and track outcomes that are relevant to the specific condition or to savings, care utilization, and costs. We may agree to new and different performance guarantees in connection with existing programs or new offerings like those that may include prescribing. Currently, most clinical performance guarantees for Omada for Prevention & Weight Loss measure percentage weight loss; most clinical performance guarantees for Omada for Diabetes measure reduction in A1C; most clinical performance guarantees for Omada for Hypertension measure reduction in blood pressure; and most clinical performance guarantees for Omada for MSK measure cost savings associated with the program, reductions in a member's intent to seek surgery, or reductions in pain.

Additionally, We generally enter into non-exclusive agreements with our channel partners, including health plans, PBMs, and other resellers, which rely in part on their customer sales, which are affected by factors outside of our control. Where channel partners do offer our programs exclusively, those channel partners may nevertheless choose to terminate those agreements or choose to no longer offer our programs exclusively. In addition, because many benefit-planning cycles align with the calendar year, a concentrated number of employers, health plans, PBMs, or other customers or channel partners have and may in the future make changes to the programs, medications, or other benefits that they cover, and the prices at which they cover them, effective at the start of a calendar year. If the number of customers represented by one or more of our channel partners were to be reduced by a material amount or if our channel partners were to refer their customers to our competitors, such decreases may lead to a decrease in our total number of customers, member enrollment rate, and in our revenue, which could materially and adversely affect our business, financial condition, results of operations, and prospects. In addition, growth forecasts of our channel partners are subject to significant uncertainty and are based on assumptions and estimates that may prove to be inaccurate.

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Historically, we have relied on a limited number of customers, including employers, health plans, PBMs, health systems, government entities, and other entities that pay for the cost of our programs, and channel partners, including health plans and PBMs, for a substantial portion of our total sales. Our customers include employers that cover our programs for their employees and their dependents and health systems that cover our programs for patients, among other types of customers. In addition, our channel partners, which include certain of the health plans, PBMs, and other entities that we work with, operate as resellers of our programs to their employer customers or other end customers. Some of the health plans and PBMs we work with as channel partners also cover our programs directly, for a portion of their own members, as our customers. Sales from or through our top five health plan and PBM partners, including any sales to these entities as customers and sales through these entities as channel partners, represented 79% 78% and 76% of our revenue for the three months ended June September 30, 2026 and 2025, respectively, and 79% 78% and 75% for the six nine months ended June September 30, 2026 and 2025, respectively, and 77% of our revenue for the year ended December 31, 2025. As of and for the three months ended June September 30, 2026 we had one health plan or PBM that accounted for 15% 18% of our accounts receivable, net and 31% 30% of our revenue, and a second health plan or PBM that accounted for 56% 42% of our accounts receivable, net and 33% of our revenue. For the six nine months ended June September 30, 2026, we had one health plan or PBM that accounted for 32% 31% of our revenue, and a second health plan or PBM that accounted for 33% of our revenue. As of and for the three months ended June September 30, 2025, we had one health plan or PBM that accounted for 27% 20% of our accounts receivable, net and 32% of our revenue, and a second health plan or PBM that accounted for 19% 50% of our accounts receivable, net and 33% 34% of our revenue. For the six nine months ended June September 30, 2025, we had one health plan or PBM that accounted for 31% of our revenue, and a second health plan or PBM that accounted for 32% of our revenue. For the year ended December 31, 2025, we had one health plan or PBM that accounted for 32% of our revenue, and a second health plan or PBM that accounted for 33% of our revenue. Each of these health plans or PBMs are affiliates of The Cigna

PBM that accounted for 32% of our revenue. For the year ended December 31, 2025, we had one health plan or PBM that accounted for 32% of our revenue, and a second health plan or PBM that accounted for 33% of our revenue. Each of these health plans or PBMs are affiliates of The Cigna Group. In general, our customers and channel partners work with us on a non-exclusive basis, and large customers or and channel partners can have significant market power to negotiate terms and discounts. If we are unable to establish, maintain, or grow these relationships over time on favorable terms or if customers or channel partners refer business to our competitors instead, we are likely to generate less revenue and fail to recover these costs and our results of operations and prospects will suffer. The loss of any of our key customers or channel partners could negatively impact our revenue as we work to obtain new customers or establish replacement channel partner relationships. Contracts with our key customers and channel partners may be terminated before their term expires for various reasons, subject to certain conditions. For example, most of our contracts are terminable for convenience by our customers and channel partners, subject to a notice period. Certain contracts may be terminated immediately by the customer or channel partner if we go bankrupt, if we lose applicable licenses or are suspended or debarred from participation in government-funded healthcare programs, or if we fail to comply with certain specified laws.

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If we are unable to attract new customers and channel partners and increase member enrollment from new and existing customers and channel partners, our revenue growth could be slower than we expect, and our business may be adversely affected.

We generate, and expect to continue to generate, revenue from member enrollment and engagement in our programs. As a result, widespread acceptance and use of virtual-first care for chronic conditions in general, and our platform in particular, is critical to our future growth and success. If the market fails to grow or grows more slowly than we currently anticipate, demand for our programs could be negatively affected.

If we are unable to attract new customers and channel partners, if existing customers and channel partners do not renew their agreements or renew their agreements on less favorable terms, if we are unable to increase member enrollment from customers and channel partners, or if we do not achieve our performance guarantees, our revenue could be impacted, which may have a material adverse affect on our business.

Our ability to achieve significant growth in revenue in the future will depend, in large part, upon our ability to attract new customers and channel partners. If we fail to attract new customers and channel partners and fail to maintain and expand new relationships, our revenue may grow more slowly than we expect, may not grow at all, or may decline, and our business may be adversely affected. Once we enter into an agreement with a customer or channel partner, our revenue will depend on the number of covered individuals we successfully enroll as members and their ongoing engagement in the programs. Demand for virtual-first care for chronic conditions in general, and our platform in particular, is affected by a number of factors, many of which are beyond our control. Some of these potential factors include, but are not limited to:

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• data privacy and cybersecurity; and

• rising healthcare costs and other economic or market conditions.

Customer and channel partner renewals may decline or fluctuate as a result of a number of factors, including, but not limited to, the breadth of early deployment of our programs, meaningful reductions in our customers' spending levels, changes in their business models and use cases, the actual or perceived clinical outcomes or cost savings of our programs, satisfaction or dissatisfaction with our programs among our customers and channel partners, our pricing or pricing structure, the pricing or capabilities of products or services offered by our competitors, or the effects of rising healthcare costs or other economic conditions. Any prolonged shutdown of a significant portion of global economic activity or a downturn in the global or domestic economy including as a result of a pandemic, epidemic or public health threat, would adversely affect the industries in which our customers and channel partners operate, which could adversely affect their willingness or ability to renew their agreements with us. If In general, our customers and channel partners work with us on a non-exclusive basis, and new and existing large customers and channel partners have significant market power to negotiate terms and discounts. From time to time, our customers or channel partners do have and may not renew their agreements with us, or renew their agreements with us on terms less favorable to us, all of which impacts our revenue. may decline.

Once we enter into an agreement with a customer or channel partner, our future revenue growth also depends upon increasing on the number of covered individuals we successfully enroll as members and their ongoing engagement in the programs. We generate, and expect to continue to generate, revenue from member enrollment with existing customers and channel partners. engagement in our programs. As a result, widespread acceptance and use of virtual-first care for chronic conditions in general, and our platform in particular, is critical to our future growth and success. If the market fails to grow or grows more slowly than we currently anticipate, demand for our programs could be negatively affected. In addition, individuals may lose coverage for our programs because of benefits changes made by our channel partners or because those individuals make changes to their own benefits, including the health plan or PBM that provides their respective benefits, at the end of the benefit year, or otherwise. If we are not successful in increasing member enrollment in the programs currently contracted for by our customers and channel partners (or future programs our customers or channel partners contract for over time), if a significant number of enrolled members are disenrolled from the program, or if our customers or channel partners do not renew their agreements or renew their agreements with us at lower prices or on less favorable terms, our revenue may grow more slowly than expected, may not grow at all, or may decline.

In addition, some fees are subject to repayment pursuant to performance guarantees if certain clinical outcomes or other performance criteria are not met, which in some cases depend on the behavior of our members, such as their continued engagement with our programs, and other factors not entirely within our control. These clinical performance guarantees vary by program and track outcomes that are relevant to the specific condition or to savings, care utilization, and costs. Over time, we may agree to new and different performance guarantees in connection with existing programs or new offerings. Currently, most clinical performance guarantees for Omada for Prevention & Weight Loss and our prescribing offerings measure average percentage weight loss; most clinical performance guarantees for Omada for Diabetes measure reduction in A1C; most clinical performance guarantees for Omada for Hypertension measure reduction in blood pressure; most clinical performance guarantees for Omada for Cholesterol measure reduction in LDL; and most clinical performance guarantees for Omada for MSK measure cost savings associated with the program, reductions in a member's intent to seek surgery, or reductions in pain.

Further, in connection with our GLP-1 and prescribing offerings, we have agreed with certain customers and channel partners to place a portion of fees at risk under performance guarantees that measure return on investment or related costs or utilization rather than clinical outcomes alone. Certain of these performance guarantees are calculated by our customers or channel partners using their claims data and agreed methodologies and assumptions. The results of these performance guarantees may be affected in part by factors outside our control, such as drug pricing and rebates, changes to benefit design or utilization management policies, and member behavior. Both our clinical and financial performance guarantees may place a significant portion of applicable program fees at risk, often on a sliding scale based on results and, in some cases, up to 100% for falling significantly short of benchmarks. If we are unable to achieve these performance guarantees on a consistent basis, our business, results of operations, and financial condition could be materially adversely affected.

Economic uncertainties or downturns in the general economy or the industries in which we or our customers or channel partners operate could disproportionately affect the demand for our programs and negatively impact our business, financial condition, results of operations, and prospects.

Economic downturns, market volatility, inflation, tariffs (including uncertainty related to the implementation and enforceability thereof), and uncertainty make it potentially very difficult for us and our customers and channel partners to accurately forecast and plan future business activities. In recent periods, we have observed increased economic uncertainty in the United States and abroad. During challenging economic times, our customers or channel partners may have difficulty gaining timely access to sufficient credit or obtaining credit on reasonable terms, which could impair their ability to make timely payments to us and adversely affect our revenue. Bank failures have had and in the future may have a similar impact on the ability or willingness of our customers and channel partners to make payments to us and the timing of collection of our receivables. If that were to occur, our financial results could be harmed. Furthermore, we have customers in a variety of different industries. A significant downturn in economic activity attributable to any particular industry may cause organizations to react by reducing their capital and operating expenditures in general or by specifically reducing their spending on healthcare matters, including chronic care programs. To the extent purchases of our programs are perceived by existing or potential customers and channel partners to be discretionary, our revenue may be disproportionately affected by delays or reductions in general healthcare spending. Our customers or channel partners have and may in the future delay or cancel healthcare projects and/or lower their costs by renegotiating contracts. Our competitors may also respond to challenging market conditions by lowering prices and attempting to lure away our business. Further, challenging economic conditions have been cited by certain customers and channel partners as a reason to renegotiate the prices they pay for programs and services and may impair the ability of our customers and channel partners to pay for the services they already have purchased from us, and as a result, our write-offs of accounts receivable could increase. We cannot predict the timing, strength, or duration of any economic slowdown or recovery. If the condition of the general economy or markets in which we operate worsens, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

In addition, certain of our physical therapy members are covered under health plans that require the member to cover a portion of their own healthcare expenses through the payment of member cost-sharing amounts, such as copayments, deductibles, or co-insurance. PPTG may not be able to collect the full amounts due with respect to these payments that are the member's financial responsibility. To the extent permitted by law, amounts not covered by third-party payers are the obligations of individual members for which PPTG may not receive whole or partial payment. Any increase in cost shifting from third-party payers to individual members, including as a result of high deductible plans for members, increases our collection costs and reduces overall collections, which we may not be able to offset such additional costs with sufficient revenue.

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As of June September 30, 2026, we employed 946 980 full-time employees, which includes our health coaches and other Care Team members as well as individuals across sales and marketing, research and development, and general and administrative functions. In the future, we expect to expand our managerial, clinical, scientific, technological, operational, finance, and other resources in order to manage our operations and continue our program development activities. Our management and personnel, systems, and facilities currently in place may not be adequate to support this future growth. In particular, we rely in large part on our Care Teams for the delivery of our programs, and we may be unable to scale our Care Teams efficiently to manage costs through economies of scale due to limitations on the number of members that our Care Teams are able to support. If we fail to do so, we may incur significant costs, which could have a material adverse effect on our business, financial condition, results of operations, and prospects, and negatively impact our ability to achieve or sustain profitability in the future.

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In the absence of federal AI legislation, states have filled the void by enacting laws regulating different aspects of AI technologies. For example, the California Privacy Protection Agency has finalized regulations under the California Consumer Privacy Act, as amended by the California Privacy Rights Act of 2018 (collectively, the "CCPA"), regarding the use of automated decision-making and providing disclosures to consumers regarding such use. California also enacted a number of laws that further regulate use of AI technologies and provide consumers with additional protections around companies' use of AI technologies, such as requiring companies to disclose certain uses of generative AI and other transparency requirements. Other states have also passed AI-focused legislation, such as Colorado's Automated Decision-Making Technology Act, which will require developers and deployers of ADMTs to provide notice and transparency around use of such technologies, Utah's Artificial Intelligence Policy Act, which establishes disclosure requirements and accountability measures for the use of generative AI in certain consumer interactions, and Illinois' amendments to the Illinois Human Rights Act to prohibit the use of AI which has the effect of subjecting employees to discrimination on the basis of a protected characteristic, or that uses zip codes as a proxy for a protected characteristic. Many states have also enacted sector-specific AI laws, including related to the use of AI for health-related purposes. However, the durability of these laws and the potential of additional state-level legislative activity faces uncertainty following President Trump's December 2025 Executive Order "Ensuring a National Policy Framework for Artificial Intelligence" and the Trump Administration's subsequent National Policy Framework for Artificial Intelligence issued in March 2026. This Executive Order and the subsequent framework establish a federal policy favoring a uniform national AI regulatory framework designed to promote innovation and U.S. global competitiveness. The order and framework direct federal agencies to identify, challenge, and potentially pre-empt state and local AI laws that are viewed as inconsistent with or burdensome to this national approach. It remains to be seen how agencies will effectuate this directive and how states will approach AI legislation moving forward.

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We invest substantial resources in researching and developing new programs and enhancing our programs and platform by incorporating additional features, improving functionality, and adding other improvements to meet market demands and our members' evolving needs. The success of any enhancements or improvements to our platform, programs, or any new programs depends on several factors, including timely completion, competitive pricing, adequate quality testing, integration with new and existing technologies in our programs platform and third-party partners' technologies, clinical results, cost effectiveness, and overall market acceptance. Our development of programs also depends on rights or interests in certain intellectual property, which we or third parties on which we rely may own or license. We may not succeed in developing, marketing, and delivering on a timely and cost-effective basis enhancements or improvements to our platform, programs, or any new programs that respond to continued changes in market demands or new requirements from customers or channel partners, and any enhancements or improvements to our platform, programs, or any new programs may not achieve market acceptance or may otherwise be negatively impacted by third-party actions that are outside of our control. For example, we have developed GLP-1 Care Tracks to support members who are engaged in one of our cardiometabolic programs to enable their success before, during, and after GLP-1 therapy, and we recently announced the capability to prescribe GLP-1 therapies and other AOMs as an extension of those offerings. The GLP-1 therapeutic space is new and rapidly evolving, and actions by employers, health plans, PBMs, pharmaceutical companies, and other third parties. including federal, state, or local governments, could negatively impact the adoption of our GLP-1 Care Tracks and prescribing offerings. For example, if pharmaceutical companies restrict cost rebates or other incentives for GLP-1s for employers who place conditions on the use of GLP-1s (such as participation in our program), market acceptance of our GLP-1 Care Tracks and prescribing offerings could be materially and adversely affected. Conversely, certain health plans, PBMs, employers, or other customers or channel partners may require that members enroll in, and engage with, one of our GLP-1 Care Tracks and/or obtain prescriptions through our prescribing offerings as a condition of receiving GLP-1 medications. When health plans, PBMs, employers, or other customers or channel partners require that members enroll in, and engage with, one of our GLP-1 Care Tracks and/or obtain prescriptions through our prescribing offerings as a condition of receiving GLP-1 prescriptions, we may provide data reporting that those customers and channel partners use in their review or adjudication of prescription requests and/or prescriptions necessary for obtaining the medications. If our data reporting or prescribing systems or processes are delayed, disrupted, or otherwise fail to work as intended, the prescription processes of our customers and channel partners may be negatively affected, which may result in delayed prescriptions or medications, which in turn could cause member harm or materially and adversely impact our relationships with customers and channel partners. Although, as of June September 30, 2026, FDA-approved labels guided that GLP-1 therapies prescribed in adults for obesity or chronic weight management should be prescribed concurrently with a behavioral and lifestyle treatment plan, members could react negatively to these requirements. Although these conditions are not imposed by Omada directly, members could nevertheless attribute these requirements to us and develop a negative perception of us or our programs and our business, which could harm our brand and reputation. Moreover, if the use of GLP-1 therapy for weight loss receives negative publicity and/or one or more GLP-1s are determined to be harmful, the use of GLP-1s for weight loss could decline, which would reduce demand for our GLP-1 Care Tracks and prescribing offerings and, in turn, our business, financial condition, results of operations, and prospects may be materially and adversely affected.

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We face evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of our IT systems and those of our affiliated professional entities, third-party service providers, vendors, business partners, and other contractors or consultants, and confidential information and data stored therein, including from diverse threat actors and attack vectors, including attack, damage, and interruption from computer viruses and malware (e.g., ransomware), natural disasters, terrorism, war, telecommunication, network, and electrical failures, hacking, cyberattacks, phishing attacks, and other social engineering schemes, malicious code, employee theft or misuse, human or technological error, fraud, denial or degradation of service attacks, sophisticated nation-state and nation-state-supported actors, or unauthorized access or use by persons inside our organization, or persons with access to systems inside our organization. These risks may be exacerbated in the remote work environment. Moreover, the risk of a cybersecurity incident, breach, or disruption, particularly through cyberattacks or cyber intrusion, including by computer hackers, foreign governments, and cyber terrorists, has generally increased as the number, intensity, and sophistication of attempted attacks and intrusions from around the world have increased. Due to For example, in connection with the recent Russia-Ukraine conflict, there have been publicized threats to increase hacking activity against the critical infrastructure of any nation or organization that is supportive of Ukraine. Cyberattacks are expected to continue to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools—including AI—that circumvent security controls, evade detection, and remove or obfuscate forensic evidence.

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Such third parties, and the services they provide, which may be outside of our direct control, are subject to the same risk of experiencing, and have experienced, outages, other failures, and security breaches described above. Further, if we or our third-party vendors or service providers fail to detect or remediate in a timely manner a cybersecurity incident or an incident that otherwise affects a large amount of data of one or more customers or channel partners, or if we suffer an incident that impacts our ability to operate our programs, we may suffer damage to our reputation and our brand, and our business, financial condition, results of operations, and prospects may be materially and adversely affected.

We have contractual and legal obligations to notify relevant stakeholders of certain cybersecurity incidents and data breaches. Most jurisdictions have enacted laws requiring companies to notify individuals, regulatory authorities, and others (including, in certain cases, the media) of cybersecurity incidents or data breaches involving certain types or quantities of data. For example, we are subject to an increasing number of reporting obligations in respect of material cybersecurity incidents. These reporting requirements have been proposed or implemented by a number of regulators in different jurisdictions, may vary in their scope and application, and could contain conflicting requirements. Certain of these rules and regulations may require us to report a cybersecurity incident before we have been able to fully assess its impact, or contain and remediate the underlying issue. Efforts to comply with such reporting requirements could divert management's attention from our incident response and could potentially reveal system vulnerabilities to threat actors. Failure to timely report incidents under these rules could also result in monetary fines, sanctions, or subject us to other forms of liability. Such mandatory disclosures are costly, could lead to negative publicity, may cause our customers, channel partners, or members to lose confidence in the effectiveness of our security measures, and require us to expend significant capital and other resources to respond to, or alleviate problems caused by, the actual or perceived cybersecurity incident or data breach and otherwise comply with the multitude of foreign, federal, state, and local laws and regulations relating to the unauthorized access to, or use or disclosure of, personal information (including PHI). Because we utilize third-party vendors and service providers, such as AWS and other cloud services that support our member-facing mobile and web-based applications, customer-facing aspects of our platform, and our own internal operations, successful cyberattacks that disrupt or result in unauthorized access to third-party IT systems can materially impact our operations and financial results. Such third parties, and the services they provide, which may be outside of our direct control, are subject to the same risk of experiencing, and have experienced, outages, other failures, and security breaches described above. Further, if we or our third-party vendors or service providers fail to detect or remediate in a timely manner a cybersecurity incident or an incident that otherwise affects a large amount of data of one or more customers or channel partners, or if we suffer an incident that impacts our ability to operate our programs, we may suffer damage to our reputation and our brand, and our business, financial condition, results of operations, and prospects may be materially and adversely affected.

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As previously disclosed, the Company, with the oversight of the Audit Committee of the Board of Directors, began implementing a remediation plan to address the material weakness during the fiscal year 2025. Management subsequently concluded that, as of December 31, 2025, this remediation of our material weakness plan required further enhancement, validation, and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles.

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If we fail to remediate our existing material weakness or identify new material weaknesses in our internal controls over financial reporting, if we are unable to comply with the requirements of Section 404 of the Sarbanes-Oxley Act in a timely manner, if we are unable to conclude that our internal controls over financial reporting are effective, or if our independent registered public accounting firm is unable to express an opinion as to the effectiveness of our internal controls over financial reporting when we are no longer an emerging growth company, investors may lose confidence in the accuracy and completeness of our financial reports and the market price of our common stock could be negatively affected. As a result of such failures, we could also become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, and become subject to litigation from investors and stockholders, which could harm our reputation and financial condition or divert financial and management resources from our regular business activities.

As a result of such failures, we could also become subject to investigations by the stock exchange on which our securities are listed, the SEC, or other regulatory authorities, and become subject to litigation from investors and stockholders, which could harm our reputation and financial condition or divert financial and management resources from our regular business activities.

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Economic uncertainties or downturns in the general economy or the industries in which we or our customers or channel partners operate could disproportionately affect the demand for our programs and negatively impact our business, financial condition, results of operations, and prospects.

Economic downturns, market volatility, inflation, tariffs (including uncertainty related to the implementation and enforceability thereof), and uncertainty make it potentially very difficult for us and our customers and channel partners to accurately forecast and plan future business activities. During challenging economic times, our customers or channel partners may have difficulty gaining timely access to sufficient credit or obtaining credit on reasonable terms, which could impair their ability to make timely payments to us and adversely affect our revenue. Bank failures have had and in the future may have a similar impact on the ability or willingness of our customers and channel partners to make payments to us and the timing of collection of our receivables. If that were to occur, our financial results could be harmed. Furthermore, we have customers in a variety of different industries. A significant downturn in the economic activity attributable to any particular industry may cause organizations to react by reducing their capital and operating expenditures in general or by specifically reducing their spending on healthcare matters, including chronic care programs. In addition, our customers or channel partners may delay or cancel healthcare projects or seek to lower their costs by renegotiating contracts. To the extent purchases of our programs are perceived by existing or potential customers and channel partners to be discretionary, our revenue may be disproportionately affected by delays or reductions in general healthcare spending. Also, competitors may respond to challenging market conditions by lowering prices and attempting to lure away our business.

Further, challenging economic conditions, including as a result of increased inflation and tariffs (including uncertainty related to the implementation and enforceability thereof), may impair the ability of our customers and channel partners to pay for the services they already have purchased from us, and as a result, our write-offs of accounts receivable could increase. We cannot predict the timing, strength, or duration of any economic slowdown or recovery. If the condition of the general economy or markets in which we operate worsens, our business, financial condition, results of operations, and prospects could be materially and adversely affected.

In addition, certain of our physical therapy members are covered under health plans that require the member to cover a portion of their own healthcare expenses through the payment of member cost-sharing amounts, such as copayments, deductibles, or co-insurance. PPTG may not be able to collect the full amounts due with respect to these payments that are the member's financial responsibility. To the extent permitted by law, amounts not covered by third-party payers are the obligations of individual members for which PPTG may not receive whole or partial payment. Any increase in cost shifting from third-party payers to individual members, including as a result of high deductible plans for members, increases our collection costs and reduces overall collections, which we may not be able to offset such additional costs with sufficient revenue.

Use of proceeds 1 change

On June 9, 2025, we completed our IPO, in which we issued and sold 9,085,000 shares of common stock, which includes the exercise in full by the underwriters of their option to purchase from us 1,185,000 shares of our common stock, at a public offering price of $19.00 per share. We received proceeds of approximately $151.6 million, after deducting underwriting discounts and commissions of $12.0 million and estimated offering expenses of $9.0 million. All shares sold were registered pursuant to a registration statement on Form S-1 (File No. 333-287156), as amended (the "Registration Statement"), declared effective by the U.S. Securities and Exchange Commission SEC on June 5, 2025. Morgan Stanley & Co, LLC, Goldman Sachs & Co. LLC, and J.P. Morgan Securities LLC acted as representatives of the underwriters for the offering. The offering terminated after the sale of all securities registered pursuant to the Registration Statement. No payments for such expenses were made directly or indirectly to (i) any of our officers or directors or their associates, (ii) any persons owning 10% or more of any class of our equity securities, or (iii) any of our affiliates.

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Other information 1 change

During the three months ended June September 30, 2026, none of our directors or "officers" (as defined in Rule 16a-1(f) of the Exchange Act) adopted , modified, or terminated a "Rule 10b5-1 trading arrangement" or "non-Rule 10b5-1 trading arrangement," as each term is defined in Item 408(a) of Regulation S-K.

Exhibits 3 changes

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101 The following financial information from Omada Health, Inc.'s Quarterly Report on Form 10-Q for the quarter ended June September 30, 2026 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Income (Loss), (iii) the Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit), (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements.

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Date: August 7, 2026

Date: November 6, 2026

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