Teladoc Health reports $605.1M revenue for Q3 2026

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For the quarterly period ended June September 30, 2026

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As of July October 23, 2026, the Registrant had 181,684,021 182,293,675 shares of Common Stock outstanding.

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For the period ended June September 30, 2026

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Financial statements 436 changes

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Inventories 28,823 38,203

Cash and cash equivalents $ 774,348 849,909 $ 781,084

Accounts receivable, net of allowance for doubtful accounts of $ 3,628 3,345 and $ 4,033 at June September 30, 2026 and December 31, 2025, respectively

Inventories 30,747 38,203

Prepaid expenses and other current assets 124,175 114,405 107,016

Total current assets 1,148,361 1,226,010 1,119,129

Property and equipment, net 24,690 24,406 26,972

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Other assets 103,997 105,803

Intangible assets, net 1,175,669 1,117,143 1,297,087

Operating lease right-of-use assets 22,718 21,849 26,119

Other assets 102,477 105,803

Total assets $ 2,758,625 2,775,075 $ 2,858,300

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Accounts payable $ 37,496 $ 47,967

Accrued compensation 60,172 96,258

Accounts payable $ 46,339 $ 47,967

Accrued expenses and other current liabilities 226,550 232,413 198,208

Accrued compensation 77,147 96,258

Deferred revenue, current 60,812 62,012 62,305

Convertible senior notes, net current 996,700 997,593

Total current liabilities 1,381,730 1,415,504 404,738

Operating lease liabilities, net of current portion 29,537 28,125 34,204

Deferred revenue, net of current portion 9,669 9,122 9,139

Deferred taxes, net 26,881 26,993 28,945

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Other liabilities 700 643

Other liabilities 608 643

Total liabilities 1,448,517 1,480,352 1,472,594

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Common stock, $ 0.001 par value; 300,000,000 shares authorized; 181,649,591 182,254,430 shares and 178,315,400 shares issued and outstanding as of June September 30, 2026 and December 31, 2025, respectively

Additional paid-in capital 17,876,827 17,888,783 17,850,478

Accumulated deficit ( 16,532,967 16,559,901 ) ( 16,430,222 )

Accumulated other comprehensive loss ( 33,934 34,341 ) ( 34,728 )

Total stockholders equity 1,310,108 1,294,723 1,385,706

Total liabilities and stockholders equity $ 2,758,625 2,775,075 $ 2,858,300

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June 30, Six Months Ended

Revenue $ 606,927 $ 631,900 $ 1,220,772 $ 1,261,269

Advertising and marketing 143,397 167,547 294,924 335,732

Sales 49,391 49,951 100,667 98,644

Technology and development 62,861 68,784 130,726 138,742

General and administrative 104,029 108,114 206,122 220,888

Goodwill impairment 59,138

Acquisition, integration, and transformation costs 1,690 2,658 2,754 4,846

Restructuring costs 904 5,692 12,879 10,039

Amortization of intangible assets 88,442 88,664 178,268 172,968

Depreciation of property and equipment 2,468 4,338 4,929 7,902

Total costs and expenses 644,019 686,285 1,319,632 1,436,265

Loss from operations ( 37,092 ) ( 54,385 ) ( 98,860 ) ( 174,996 )

Interest income ( 6,481 ) ( 10,064 ) ( 12,971 ) ( 22,738 )

Interest expense 5,109 4,473 10,477 10,238

Other expense (income), net 2,191 ( 8,371 ) 2,387 ( 10,806 )

Loss before provision for income taxes ( 37,911 ) ( 40,423 ) ( 98,753 ) ( 151,690 )

Provision for income taxes 997 ( 7,763 ) 3,992 ( 26,018 )

Net loss ( 38,908 ) ( 32,660 ) ( 102,745 ) ( 125,672 )

Currency translation adjustment 1,488 1,847 794 2,990

Comprehensive loss $ ( 37,420 ) $ ( 30,813 ) $ ( 101,951 ) $ ( 122,682 )

September 30, Nine Months Ended

Revenue $ 605,102 $ 626,439 $ 1,825,874 $ 1,887,708

Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) 190,837 190,537 388,363 387,366 190,258 187,179 578,621 574,545

Advertising and marketing 123,978 167,985 418,902 503,717

Sales 49,578 48,209 150,245 146,853

Technology and development 65,546 67,572 196,272 206,314

General and administrative 107,400 102,581 313,522 323,469

Goodwill impairment 12,625 71,763

Acquisition, integration, and transformation costs 1,565 1,931 4,319 6,777

Restructuring costs 4,404 1,950 17,283 11,989

Amortization of intangible assets 88,286 85,757 266,554 258,725

Depreciation of property and equipment 2,186 2,612 7,115 10,514

Total costs and expenses 633,201 678,401 1,952,833 2,114,666

Loss from operations ( 28,099 ) ( 51,962 ) ( 126,959 ) ( 226,958 )

Interest income ( 7,040 ) ( 7,081 ) ( 20,011 ) ( 29,819 )

Interest expense 4,935 4,526 15,412 14,764

Other expense (income), net 285 815 2,672 ( 9,991 )

Loss before provision for income taxes ( 26,279 ) ( 50,222 ) ( 125,032 ) ( 201,912 )

Provision for income taxes 655 ( 715 ) 4,647 ( 26,733 )

Net loss ( 26,934 ) ( 49,507 ) ( 129,679 ) ( 175,179 )

Other comprehensive (loss) income, net of tax:

Currency translation adjustment ( 407 ) 791 387 3,781

Comprehensive loss $ ( 27,341 ) $ ( 48,716 ) $ ( 129,292 ) $ ( 171,398 )

Net loss per share, basic and diluted $ ( 0.21 0.15 ) $ ( 0.19 0.28 ) $ ( 0.57 0.72 ) $ ( 0.72 1.00 )

Weighted-average shares used to compute basic and diluted net loss per share 181,026,004 175,917,380 180,079,395 175,040,625 181,876,281 176,934,781 180,684,939 175,678,949

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Balances as of March 31, 2026 180,431,102 $ 180 $ 17,865,617 $ ( 16,494,059 ) $ ( 35,422 ) $ 1,336,316

Exercise of stock options 10,381 33 33

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Forward-looking statements 253 changes

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not statements of historical fact, including statements about our beliefs, expectations, plans, strategies, outlook and possible or assumed future results of operations, are forward-looking statements and should be evaluated as such. These statements often include words such as anticipates, believes, suggests, targets, projects, plans, expects, future, intends, estimates, predicts, potential, may, will, should, could, would, likely, foresee, forecast, continue and similar words or phrases, as well as statements in the future tense. We base these forward-looking statements on our current expectations, plans and assumptions in light of our experience, historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. These statements are not guarantees of performance or results and are subject to risks, uncertainties and assumptions. Factors that have in the past and/or may in the future cause actual results to differ materially include, among others, the performance of our new products, including Teladoc One, a decrease in revenue from users who pay directly out-of-pocket without offsetting growth in insurance-covered services in our BetterHelp segment; the rate and magnitude of declines in BetterHelp cash-pay users and revenue; the extent to which insurance availability changes users payment choices; available provider capacity including on a state and payer-specific basis; the timing, cost and effectiveness of provider recruitment, credentialing, enrollment, activation, compensation and retention; the performance of insurance-specific eligibility, matching, booking, scheduling, utilization, session-duration, claims and collection workflows; the effectiveness and revenue consequences of changes in advertising and marketing spending; the effects of BetterHelp s reduced near-term emphasis and investment outside the United States; the cost, timing and effectiveness of platform and provider-capacity investments; the margin effects of the insurance mix; potential impairment of BetterHelp goodwill; and the other risks described in Risk Factors in our Annual Report on Form 10-K for the year ended December 31, 2025 (the 2025 Form 10-K ), this Form 10-Q and our other reports and SEC filings. You should not place undue reliance on forward-looking statements. These cautionary statements are not exhaustive and speak only as of the date of this Form 10-Q. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

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Number of U.S. Integrated Care Members. U.S. Integrated Care members represent the number of unique individuals at the end of the applicable period who have access to our suite of integrated care services in the U.S. under paid access fee and/or visit-based arrangements. Our revenue growth rate and long-term profitability are affected by our ability to increase the number of members as well as cross selling capability among our existing members. Therefore, we believe that our ability to add new members and retain existing members, and to increase utilization and penetration further into existing and new health plan, employer, and other Clients is a key indicator of our increasing market adoption, the growth of our business, and our future revenue potential. Individuals who have paid access fees offer a greater margin than those who have visit fee only arrangements and, over time, the mix of those who have paid access fees as compared to those who have visit fee only arrangements has declined. The number of members with visit fee only arrangements is less directly correlated to revenue than the number of members who have paid access fees, and therefore as the mix of members with visit fee only arrangements continues to grow we expect that the total number of U.S. Integrated Care members will less directly impact our revenue growth rate. Our revenue growth rate and long-term profitability are also affected by our ability to increase cross selling capability among our existing members. Therefore, we believe that our ability to add new members and retain existing members, and to increase utilization and penetration further into existing and new health plan, employer, and other Clients is a key indicator of our increasing market adoption, the growth of our business, and our future revenue potential.

We further believe that increasing our overall membership level is an integral objective that will provide us with the ability to continually innovate our services and support initiatives that will enhance members experiences. However, certain health plans that have historically promoted our services to our employer Clients have developed, and may in the future continue to develop, solutions that replicate our services or offer competitive services at discounted prices to our current or prospective Clients, which could result in a loss of members. For further information, see Risk Factors Risks Related to Our Business and Industry We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, and results of operations will be harmed, and A significant portion of our revenue comes from a limited number of Clients, the loss of which could have a material adverse effect on our business, financial condition and results of operations included in our 2025 Form 10-K. U.S. Integrated Care members decreased by 2.1 2.4 million, or 2%, to 100.3 100.1 million at June September 30, 2026, compared to the same period in 2025. This decrease was largely driven by reductions in enrollment at certain health plan clients related to government programs.

Chronic Care Program Enrollment . Chronic care program enrollment represents the total number of enrollees across our suite of chronic care programs at the end of a given period. Our chronic care program enrollments are one of the key components of our virtual care platform that we believe positions us to drive greater engagement with our platforms and increase revenue. Chronic care program enrollment increased to 1.272 1.344 million, or 14%, 15%, at June September 30, 2026, compared to 1.117 1.165 million at June September 30, 2025, driven by an increase in multi-condition product bundles.

Average Monthly Revenue Per U.S. Integrated Care Member . Average monthly revenue per U.S. Integrated Care member measures the average monthly amount of global revenue that we generate from a U.S. Integrated Care member for a particular period. It is calculated by dividing the total revenue generated from the Integrated Care segment by the average number of U.S. Integrated Care members during the applicable period. Approximately 22% 21% of total Integrated Care revenues relates to international and hospital and health systems for which membership is not considered as a management metric. We believe that our ability to increase the revenue generated from each member over time is also a key indicator of our increasing market adoption and further product adoption among our Client-base to drive future revenue growth potential. Average monthly revenue per U.S. Integrated Care member was $1.31 $1.33 in the three months ended June September 30, 2026, compared to $1.27 in the same period in 2025. Average monthly revenue per U.S. Integrated Care member was $1.31 in the six nine months ended June September 30, 2026, compared to $1.27 in the same period in 2025. The change in average monthly revenue versus the prior period is reflective of the decrease in members and the mix of their fees.

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BetterHelp Paying Users. BetterHelp Paying Users represent the average number of global monthly paying users of our BetterHelp therapy and psychiatry services during the applicable period, including both those who pay directly out-of-pocket and those who utilize their insurance coverage. We believe that our ability to add new paying users, including through Insurance Covered Services, and retain existing users is a key indicator of the market adoption of BetterHelp, the stability and growth of this segment, and future revenue potential. Effectively reaching potential paying users through various advertising channels remains critical to our success, including the level of advertising and marketing spending deployed. BetterHelp Paying Users decreased by 11% 12% to 0.346 0.336 million for the three months ended June September 30, 2026, compared to 0.388 0.382 million for the three months ended June September 30, 2025, and decreased by 10% 11% to 0.353 0.348 million for the six nine months ended June September 30, 2026, compared to 0.393 0.389 million for the six nine months ended June September 30, 2025. See Item 1A. Risk Factors Our BetterHelp segment has experienced, and may continue to experience, declines in revenue from users who pay directly out-of-pocket, and growth in insurance-covered services may not offset those declines as quickly as we expect or at all. included elsewhere in this Quarterly Report on Form 10-Q.

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As of June September 30, 2026, goodwill was $283.2 million, which all related to the BetterHelp reporting unit. During the three months ended June 30, 2026, we revised the expected financial performance of the BetterHelp reporting unit. We determined that this was a triggering event and accordingly performed a quantitative goodwill impairment test related to the assessment BetterHelp reporting unit which indicated that the fair value of the reporting unit exceeded its carrying value and no impairment was identified. We will continue to monitor and evaluate events and circumstances, including a sustained decrease in our share price and the future performance of the BetterHelp segment, and should any change occur, it could require further testing of the goodwill, which may result in an impairment of the BetterHelp reporting unit's goodwill. Additionally, if the carrying value of the Integrated Care reporting unit exceeds its fair value as of the date of any future business combinations, future business combinations that would be part of the Integrated Care reporting unit could result in goodwill impairment charges.

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To supplement our financial information presented in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance an understanding of past performance, which include Adjusted EBITDA (as defined below) and free cash flow (in each case as defined below). We believe that the presentation of these financial measures enhances an investor s understanding of our financial performance, and are commonly used by investors to evaluate our performance and that of our competitors. We further believe that these financial measures are useful to assess our operating performance and financial and business trends from period-to-period by excluding certain items that we believe are not representative of our core business, and that free cash flow reflects an additional way of viewing our liquidity that, when viewed together with GAAP results, provides management, investors, and other users of our financial information with a more complete understanding of factors and trends affecting our cash flows. We use these non-GAAP financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize Adjusted EBITDA as a key measure of our performance.

GAAP results, provides management, investors, and other users of our financial information with a more complete understanding of factors and trends affecting our cash flows. We use these non-GAAP financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize Adjusted EBITDA as a key measure of our performance.

Adjusted EBITDA consists of net loss before provision for income taxes; other expense (income), net; interest income; interest expense; depreciation of property and equipment; amortization of intangible assets; restructuring costs; acquisition, integration, and transformation costs; goodwill impairments; legal settlement costs and recoveries, net; and stock-based compensation.

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Adjusted EBITDA does not reflect goodwill impairment charges; and

Adjusted EBITDA does not reflect legal settlement costs and recoveries, net, which include costs incurred to settle specific cases and amounts recovered through insurance reimbursements; and

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The following table sets forth our condensed consolidated statements of operations data for the three months ended June September 30, 2026 and 2025 and the dollar and percentage change between the respective periods (dollars in thousands, except per share data):

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Revenue $ 606,927 $ 631,900 $ (24,973) (4) %

Advertising and marketing 143,397 167,547 (24,150) (14) %

Sales 49,391 49,951 (560) (1) %

Technology and development 62,861 68,784 (5,923) (9) %

General and administrative 104,029 108,114 (4,085) (4) %

Restructuring costs 904 5,692 (4,788) (84) %

Amortization of intangible assets 88,442 88,664 (222) %

Total costs and expenses 644,019 686,285 (42,266) (6) %

Loss from operations (37,092) (54,385) 17,293 (32) %

Interest income (6,481) (10,064) 3,583 (36) %

Interest expense 5,109 4,473 636 14 %

Other expense (income), net 2,191 (8,371) 10,562 (126) %

Loss before provision for income taxes (37,911) (40,423) 2,512 (6) %

Provision for income taxes 997 (7,763) 8,760 (113) %

Net loss $ (38,908) $ (32,660) $ (6,248) 19 %

Adjusted EBITDA (1) $ 65,713 $ 69,311 $ (3,598) (5) %

Revenue $ 605,102 $ 626,439 $ (21,337) (3) %

Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) 190,837 190,537 300 190,258 187,179 3,079 2 %

Advertising and marketing 123,978 167,985 (44,007) (26) %

Sales 49,578 48,209 1,369 3 %

Technology and development 65,546 67,572 (2,026) (3) %

General and administrative 107,400 102,581 4,819 5 %

Goodwill impairment 12,625 (12,625) (100) %

Acquisition, integration, and transformation costs 1,690 2,658 (968) (36) 1,565 1,931 (366) (19) %

Restructuring costs 4,404 1,950 2,454 126 %

Amortization of intangible assets 88,286 85,757 2,529 3 %

Depreciation of property and equipment 2,468 4,338 (1,870) (43) 2,186 2,612 (426) (16) %

Total costs and expenses 633,201 678,401 (45,200) (7) %

Loss from operations (28,099) (51,962) 23,863 (46) %

Interest income (7,040) (7,081) 41 (1) %

Interest expense 4,935 4,526 409 9 %

Other expense (income), net 285 815 (530) (65) %

Loss before provision for income taxes (26,279) (50,222) 23,943 (48) %

Provision for income taxes 655 (715) 1,370 (192) %

Net loss $ (26,934) $ (49,507) $ 22,573 (46) %

Net loss per share, basic and diluted $ (0.21) (0.15) $ (0.19) (0.28) $ (0.02) 11 0.13 (46) %

Adjusted EBITDA (1) $ 79,358 $ 69,909 $ 9,449 14 %

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The following table sets forth our condensed consolidated statements of operations data for the six nine months ended June September 30, 2026 and 2025 and the dollar and percentage change between the respective periods (dollars in thousands, except per share data):

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Revenue $ 1,220,772 $ 1,261,269 $ (40,497) (3) %

Advertising and marketing 294,924 335,732 (40,808) (12) %

Sales 100,667 98,644 2,023 2 %

Technology and development 130,726 138,742 (8,016) (6) %

General and administrative 206,122 220,888 (14,766) (7) %

Goodwill impairment 59,138 (59,138) (100) %

Acquisition, integration, and transformation costs 2,754 4,846 (2,092) (43) %

Restructuring costs 12,879 10,039 2,840 28 %

Amortization of intangible assets 178,268 172,968 5,300 3 %

Depreciation of property and equipment 4,929 7,902 (2,973) (38) %

Total costs and expenses 1,319,632 1,436,265 (116,633) (8) %

Loss from operations (98,860) (174,996) 76,136 (44) %

Interest income (12,971) (22,738) 9,767 (43) %

Interest expense 10,477 10,238 239 2 %

Other expense (income), net 2,387 (10,806) 13,193 (122) %

Loss before provision for income taxes (98,753) (151,690) 52,937 (35) %

Provision for income taxes 3,992 (26,018) 30,010 (115) %

Net loss $ (102,745) $ (125,672) $ 22,927 (18) %

Adjusted EBITDA (1) $ 123,882 $ 127,404 $ (3,522) (3) %

Revenue $ 1,825,874 $ 1,887,708 $ (61,834) (3) %

Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) 388,363 387,366 997 578,621 574,545 4,076 1 %

Advertising and marketing 418,902 503,717 (84,815) (17) %

Sales 150,245 146,853 3,392 2 %

Technology and development 196,272 206,314 (10,042) (5) %

General and administrative 313,522 323,469 (9,947) (3) %

Goodwill impairment 71,763 (71,763) (100) %

Acquisition, integration, and transformation costs 4,319 6,777 (2,458) (36) %

Restructuring costs 17,283 11,989 5,294 44 %

Amortization of intangible assets 266,554 258,725 7,829 3 %

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Market risk 3 changes

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Our cash and cash equivalents are subject to interest rate volatility, which impacts the amount of interest income earned, and represents our principal market risk. A 1% change in interest rates would result in a change of interest income generated from our cash and cash equivalents by approximately $8.0 $5.0 million over the next 12 months. We do not enter into investments for trading or speculative purposes.

Our convertible senior notes bear fixed interest rates so would not be exposed to changes in market interest rates. As interest rates under our Revolving Credit Facility are variable (see Note 10. Debt to the condensed consolidated financial statements for additional information), any borrowing made under the Revolving Credit Facility would be exposed to changes in market interest rates. However, there were no amounts outstanding under the Revolving Credit Facility as of June September 30, 2026, so there is currently no financial interest rate exposure.

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For the three months ended September 30, 2026, revenue from one customer of the Company's Integrated Care segment represented approximately $68.1 million of consolidated revenue. No single Client represented over 10% of consolidated revenues for each of the three months ended September 30, 2025 or six for either of the nine months ended June September 30, 2026 or 2025. For the Integrated Care segment, a significant portion of our revenue is derived from large enterprises, mainly health plans. Revenue from the five largest Clients accounted for 33% and 31% of total Integrated Care segment revenue for each of the six nine months ended June September 30, 2026 and 2025, respectively. For further information, see Risk Factors Risks Related to Our Business and Industry We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, and results of operations will be harmed, and A significant portion of our revenue comes from a limited number of Clients, the loss of which could have a material adverse effect on our business, financial condition and results of operations included in our 2025 Form 10-K.

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Controls and procedures 2 changes

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Our management, with the participation of our Chief Executive Officer and Principal Chief Financial Officer, evaluated, as of the end of the period covered by this Quarterly Report on Form 10-Q, 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, as amended (the Exchange Act )). Based on that evaluation, our Chief Executive Officer and Principal Chief Financial Officer concluded that as of June September 30, 2026, our disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the SEC s rules and forms, and to provide reasonable assurance that such information is accumulated and communicated to our management, including our Chief Executive Officer and Principal Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

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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 have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Other information 2 changes

During the three months ended June September 30, 2026, none of our directors or officers the following officer (as defined in Rule 16a-1(f) of the Securities Exchange Act of 1934) adopted , terminated, or modified a Rule 10b5-1 trading arrangement or non-Rule 10b5-1 trading arrangement (as such terms are defined in Item 408 of Regulation S-K of the Securities Act of 1933):

On August 4, 2026 , Carlos Nueno , our President, International , adopted a Rule 10b5-1 trading plan. Mr.Nueno s trading plan provides for the sale of up to 224,564 shares of our common stock through December 2027 .

Exhibits 13 changes

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10.1 Offer Letter, dated August 27, 2026, by and between Teladoc Health, Inc. and Michael Grasher.

10.2 Employment Agreement, dated August 31, 2026, by and between Teladoc Health, Inc. and Michael Grasher.

10.3 Separation and Release of Claims Agreement, dated September 24, 2026, by and between Teladoc Health, Inc. and Adam C. Vandervoort .

31.1 Chief Executive Officer and Principal Financial Officer Certification pursuant to Rule 13a-14(a) or Rule 15d-14(a) of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

32.1 31.2 Chief Executive Officer and Principal Financial Officer Certification pursuant to Rule13a-14(b) Rule 13a-14(a) or Rule 15d-14(b) 15d-14(a) of the Securities Exchange Act of 1934, and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 302 of the Sarbanes-Oxley Act of 2002.

32.1 Chief Executive Officer Certification pursuant to Rule13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

32.2 Chief Financial Officer Certification pursuant to Rule13a-14(b) or Rule 15d-14(b) of the Securities Exchange Act of 1934 and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.

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Date: October 29, 2026

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and Principal Financial Officer

Date: October 29, 2026

By: /s/ MICHAEL GRASHER

Name: Michael Grasher

Title: Chief Financial Officer