OURA Oura Inc. S-1 IPO prospectus section summaries

Oura Inc. — Cover Page

Oura Inc. filed a preliminary Form S-1 on September 3, 2026, for an initial public offering of its common stock. The prospectus does not yet specify the offering size, price range, per-share or total proceeds, underwriting discounts, shares to be sold by existing stockholders, greenshoe size, or closing date; the offering’s valuation and expected proceeds therefore cannot yet be assessed.

Oura will receive proceeds only from shares it sells in the offering and will receive none from shares sold by existing stockholders. Underwriters may buy additional shares from selling stockholders, and some shares may be reserved for a directed share program.

Oura’s common stock had no prior public market. The company applied to list on the Nasdaq Global Select Market under the ticker OURA. The offering remains subject to the SEC declaring the registration statement effective. Oura is identified as a non-accelerated filer and an emerging growth company, a status that permits reduced public-company reporting requirements.

Business and product overview

Oura combines smart-ring hardware with a recurring Oura Membership and an app that delivers health metrics, insights, and services across sleep and recovery, activity, stress, heart health, metabolic health, and women’s health. Its technology includes proprietary signal-processing and machine-learning algorithms, patented Smart Sensing that adapts to individual physiology to optimize signal quality, and health foundation models trained on more than a decade of longitudinal biometric data.

Capabilities include cardiovascular and respiratory monitoring, women’s health features, meal and glucose-data integrations, lab testing, and Oura Advisor, an AI-powered natural-language health companion that includes a custom women’s-health model. Oura is expanding into AI-guided health insights, blood-pressure-related trend monitoring, glucose-data integration through Dexcom’s Stelo biosensor, and lab testing.

Key operating definitions

• Paid Members: Members eligible for Oura Membership after activation and submission of a valid payment method, excluding new-member free trials. The count includes members in a grace period of up to 28 days after a missed payment and members receiving limited free membership concessions. Voluntary cancellations generally take effect at the end of the prepaid period; involuntary cancellations take effect after the grace period.
• Weighted-average 12-month paid-member retention: Cohort-size-weighted retention across monthly cohorts, measured 12 months after paid membership begins and including winbacks during that period. Winbacks are reactivated members who had cancelled for at least 28 days.
• Rings Sold: Rings shipped and recognized as revenue during the period, net of returns, warranty replacements, and web sales exchanges.
• DAU-to-MAU ratio: Average daily active users—members engaging with the app at least once per day—divided by average monthly active users—members engaging at least once in a rolling 30-day window. Both averages are measured over the period.

Corporate reorganization and historical references

On March 31, 2026, Oura completed a redomiciliation and corporate reorganization. Delaware-incorporated Oura Inc. became the parent company, and former parent Oura Health Oy became its wholly owned subsidiary. Existing securityholders retained identical economic interests and shareholder rights.

References to “Oura” before March 31, 2026 mean Oura Health Oy and its subsidiaries; references on or after that date mean Oura Inc. and its subsidiaries. Historical consolidated financial statements are those of Oura Health Oy, retroactively adjusted as if Oura Inc. had been the parent since October 1, 2023.

Oura’s fiscal year ends September 30. FY2025 and FY2024 refer to the fiscal years ended September 30, 2025 and September 30, 2024, respectively.

Market, industry, and other data

The prospectus’s estimates of market size, industry trends, market position, and opportunity draw on management assumptions, third-party and public sources, internal research, surveys, and input from members, providers, and other market contacts. Oura cautions that these estimates are inherently uncertain and imprecise, can be limited by data availability and survey design, and should not be given undue reliance. Actual outcomes may differ materially from projections because of risks described elsewhere in the prospectus.

Research cited in support of prospectus statistics includes:

• Blood Pressure Profile Study: An investigational study evaluating an algorithm that combines Oura Ring signals with member inputs to generate blood-pressure-related insights. More than 350,000 participants were enrolled as of June 30, 2026.
• U.S. New Member Satisfaction Survey: Conducted quarterly in-app after members’ first 30 days; the fiscal Q3 2026 survey, covering April 1–June 30, 2026, had 2,972 respondents.
• U.S. Chronic Conditions Membership Survey: Conducted in March 2026 with 1,255 members.
• User Experience Survey: Conducted in July 2024 with 479 new members, asking about perceived wellness and health changes.
• YouGov brand tracking: Conducted quarterly among U.S. adults ages 18–70 who own or are open to using a wearable. Sampling is monthly, with demographic representation intended to reflect the target audience.

Member testimonials describe personal, unverified experiences and opinions. They are not company claims of efficacy, endorsements of specific health outcomes, or promises that other members will achieve comparable results. Oura products provide health and wellness insights and are not intended to be medical devices, except where specifically disclosed.

Oura prospectus summary

Oura is positioning itself as an integrated smart-ring, software, AI and subscription platform for continuous, personalized health management. Its model combines hardware sales with recurring Membership revenue: hardware is intended to recover customer acquisition costs at purchase, while subscriptions support ongoing engagement and investment in research and product development.

Financial performance

For the nine months ended June 30, 2026, revenue grew 74.2% year over year. Membership revenue more than doubled, increasing faster than hardware revenue.

Gross margin increased to 55% from 51%, while Adjusted EBITDA margin declined despite rapid revenue growth. Net income improved substantially, but a $985.023M deemed dividend to redeemable convertible preferred stockholders (versus $184.417M) resulted in a $924.255M net loss attributable to common stockholders, compared with a $182.844M loss. The deemed dividend is not an operating expense. Interest expense fell to $2.222M from $10.602M, and the debt-extinguishment loss was $0.479M versus $8.725M.

Cash flow and financial position

As of June 30, 2026, Oura had $371.764M of cash and cash equivalents, $1.063188B of total assets and $1.181171B of total liabilities. Redeemable convertible preferred stock was $1.499751B, and total stockholders’ deficit was $1.617734B. Weighted-average shares for the nine-month period were 10,323,194 in 2026 and 11,199,382 in 2025.

Platform, members and growth opportunity

Oura had approximately 5.0 million Paid Members across 56 markets at June 30, 2026, compared with 2.5 million a year earlier. It sold 3.1 million Rings in the first nine months of FY2026, versus 1.8 million in the comparable period; sales totaled 3.6 million Rings in the 12 months ended June 30, 2026. Members wore the Ring a median of approximately 23 hours per day in Q3 FY2026. Weighted-average 12-month Paid Member retention was approximately 85%, and the DAU-to-MAU ratio was approximately 65% during the first three quarters of FY2026. Members opened the app more than 3.5 times per day on average during that period.

Approximately 72% of members are women. Female and male membership grew at CAGRs of approximately 143% and 94%, respectively, since FY2024. Around 40% of new members in the first nine months of FY2026 came organically through word of mouth. Approximately 33% of new members said Oura was their first wearable, 29% said it replaced another wearable, and 37% said they used another wearable concurrently.

Oura reports more than 50 health metrics and predictive insights, nearly 42 billion hours of physiological data, more than 1,200 partners, and over 1,140 patents and patent applications. It cites reported accuracy of approximately 99% for heart rate, 98% for heart-rate variability, 96% for ovulation tracking and 96% for sleep; approximately 87% of surveyed buyers cited accuracy as a key purchase reason. Its platform combines individualized baselines and AI models, including Oura Advisor, with partner integrations such as Natural Cycles, Strava, LillyDirect and Resmed.

Oura estimates its serviceable addressable market at more than $90B in 2026 across wearables and selected health, coaching, digital-care and connected-biosensor markets. Its 3.6 million Rings sold represented approximately 2% of 212 million global wearable-device shipments in the 12 months ended June 30, 2026. International growth is a key opportunity: less than 20% of nine-month FY2026 Hardware Revenue came from outside the United States. U.S. aided brand awareness increased from approximately 15% in Q1 FY2024 to 38% in Q3 FY2026; Oura also had approximately 8,400 retail doors globally. Its strategy includes localized international expansion, broader product and membership offerings, partner distribution, and employer and healthcare channels.

Risks, reorganization and offering

Oura’s strategy depends on sustained member acquisition and retention, product accuracy and adoption, and member trust in its privacy and data protections. Other identified risks include competition, forecasting demand and pricing, reliance on contract manufacturers, suppliers and retail or enterprise partners, component costs and tariffs, shipping disruptions, consumer spending, product defects or recalls, cybersecurity, AI and regulatory exposure, intellectual-property disputes, international expansion and key personnel. The company says it does not share members’ health data without consent and highlights privacy-focused infrastructure, local processing, and alignment with standards including HIPAA and GDPR.

On March 31, 2026, Oura redomiciled from Finland to the United States: Delaware-incorporated Oura Inc. became the parent, with Oura Health Oy as a wholly owned subsidiary; existing securityholders retained identical economic interests and shareholder rights. Before the IPO, preferred stock will convert into common stock, a SAFE with Eli Lilly and Company will convert into common stock, and eligible RSUs will be net-settled with shares withheld for taxes. Oura expects to use net proceeds for technology development, working capital, operating expenses, capital expenditures and RSU-related tax withholding; it will receive no proceeds from selling-stockholder shares. New incentive and employee stock purchase plans will permit additional share issuance, and Oura does not expect to pay dividends for the foreseeable future.

Oura is an emerging growth company and will use reduced public-company disclosure, including two years of audited financial statements and an exemption from auditor attestation of internal controls under SOX Section 404. It elected the extended transition period for adopting new accounting standards, which may reduce comparability and contribute to lower trading liquidity or greater share-price volatility.

Oura — Risk Factors

Growth, profitability and business model

Oura’s rapid growth has moderated, and the company warns that historical growth may not continue. Substantially all revenue comes from Oura Ring hardware and the closely linked Oura Membership; weakness in either can affect the other by reducing member additions, engagement, renewals and repeat hardware purchases.

Total revenue growth was approximately 123% in FY2025 and 74% in 9M FY2026. Hardware represented approximately 83% of FY2025 revenue and 80% in 9M FY2026; membership accounted for the remainder. Oura has only recently reached meaningful profitability and says it may not sustain it as it invests in sales and marketing, R&D, personnel, infrastructure, international expansion and public-company costs. Results depend on revenue growing faster than operating expenses and on maintaining or improving margins. Its membership model has operated only since October 2021, and members may cancel at any time; partner-funded memberships may not renew, and eligible users may not convert to paid subscriptions.

Demand also depends on consumer acceptance of future products and features, repeat purchases, and pricing. Oura competes with large technology companies, specialized wearables and device-agnostic health software providers, including lower-cost products and offerings without subscription fees. U.S. Ring prices are $349–$499, and membership costs $5.99 per month. Price reductions or inability to pass through higher costs could pressure margins; prices that are too high could weaken demand and retention. Rings are discretionary purchases and may be affected by inflation, interest rates, economic uncertainty and consumer confidence. Sales are seasonally concentrated from November through February, increasing the impact of adverse events during those months and working-capital needs in fiscal Q1 and Q2.

Products, operations and supply chain

Product delays, weak acceptance, changing preferences or failure to obtain required regulatory clearances could reduce sales and subscriptions, force discounting, create excess inventory and lower gross margins. Oura launched Ring 4 on October 15, 2024, and Ring 5 on June 4, 2026. Certain Ring 4 cohorts experienced battery-performance issues, increasing warranty claims and costs; affected rings were replaced free of charge, including in some cases beyond the warranty period. Future defects or inaccurate health metrics could lead to replacements, recalls, litigation, regulatory action, reputational harm and member churn. Oura generally offers a 30-day direct-to-consumer return period and a one-year limited warranty, subject to longer periods required by law.

Manufacturing is outsourced to a limited number of contract manufacturers and suppliers, some single- or limited-source. Component shortages and procurement delays have occurred and may recur. Forecast errors, constrained capacity, quality problems, geopolitical disruption or cost increases could cause shortages, delayed launches, lost sales, excess inventory, write-downs and margin pressure. Tariffs and trade restrictions could increase costs for components and products, disrupt sourcing or require operational changes. Oura also relies on third-party shipping and logistics providers; disruptions, unfavorable terms and surge pricing could impair delivery and profitability. Reliance on large retail partners—including Amazon, Best Buy and Target—is significant, while retail agreements generally do not require meaningful minimum purchases. Corporate and enterprise sales, including to the U.S. Department of Defense, are growing but bring additional compliance exposure.

Data, technology and regulation

Oura processes sensitive health, reproductive and biometric information through its Ring, App and Membership, and uses data to provide insights and develop AI. It says it will not share personal health data without consent and does not plan to sell or license members’ health data. A breach, unlawful use, or practice inconsistent with its privacy commitments could cause substantial legal, regulatory, contractual and reputational damage. Oura faces evolving U.S. and international privacy requirements, including state biometric and health-data laws, CCPA/CPRA, HIPAA obligations for certain arrangements, and EU/UK GDPR. Potential consequences include investigations, fines, litigation, statutory damages, required changes to services, and loss of member trust. Oura reports regular cyberattacks, including phishing, but says no cybersecurity incident to date has materially affected operations or financial results.

Oura uses proprietary and open-source AI models, models from OpenAI, Anthropic and Google, and webAI technology. AI may increase computing costs and introduce risks of inaccurate or biased outputs, privacy exposure, litigation and regulatory action. The EU AI Act entered into force August 1, 2024; substantive requirements were expected to apply from August 2, 2026 and August 2, 2027, with potential delays under consideration. Penalties can reach 7% of worldwide annual turnover or €35 million, whichever is higher. Oura also depends on third-party software, cloud infrastructure, mobile operating systems and other technology; outages, license issues or provider failures could interrupt services or expose data.

Oura currently markets certain offerings as general wellness products, but regulators could classify features as medical devices. Authorization, clinical evidence and ongoing quality-system obligations could delay, constrain or prevent commercialization. The company holds no marketing authorizations for its device functionality; its Fertile Window feature is regulated as a medical device in some jurisdictions. A 510(k) review typically takes six to twelve months and can take longer. Oura is conducting a clinical trial of AI-based exercise guidance and recruiting for a proposed study of an investigational blood-pressure algorithm. In August 2026, a class action alleged false advertising concerning sleep-tracking accuracy. Health, performance or diagnostic claims may also prompt investigations, litigation and changes to marketing or product features.

Capital, legal and public-company risks

Oura’s May 15, 2025 Credit Agreement provides a $525 million senior secured revolving facility maturing June 4, 2029, plus $245 million of additional commitments available after the offering and satisfaction of conditions. It is secured by substantially all tangible and intangible assets, including intellectual property, and restricts debt, liens, acquisitions, investments, asset and IP transfers, and dividends. Quarterly covenants require trailing-four-quarter maximum total net leverage of 4.00:1.00 (up to 4.50:1.00 for four quarters after a qualifying acquisition, subject to conditions and limited elections) and minimum interest coverage of 3.00:1.00. Breach or default could result in acceleration and enforcement against collateral. Growth investments may also require new financing, potentially dilutive equity or debt with restrictive covenants.

Oura reports approximately $99.4M of U.S. federal and $15.6M of Finnish net operating losses in FY2025, whose use depends on future taxable income and may be limited, including by an ownership change under Section 382. International expansion increases tax, foreign-exchange and compliance exposure; Oura does not currently hedge transactional currency exposure.

The IPO may result in immediate dilution, and RSU settlements are expected to require substantial cash for employee tax withholding, primarily from offering proceeds. Subsequent equity issuance, resale by existing holders and lock-up expirations could dilute shareholders or pressure the share price. Oura does not expect to pay dividends and intends to retain earnings. A classified board and other charter provisions may delay or deter a change of control or shareholder action. As a public company, Oura expects higher compliance costs and must continue developing internal controls; weaknesses could cause reporting delays, restatements or loss of investor confidence. It may qualify as an emerging growth company until the earliest applicable trigger, including annual gross revenue of $1.235B, more than $1.0B of non-convertible debt issued over three years, or large-accelerated-filer status.

Forward-Looking Statements

Oura’s prospectus contains forward-looking statements about its expected growth; member acquisition and retention; competition and profitability; product innovation and launch timing; seasonality; brand protection; pricing and cost pressures; international expansion; use of artificial intelligence and machine learning; compliance with covenants under its Revolving Credit Facility; personnel; legal and regulatory compliance; privacy and data protection; intellectual property; and future financial performance.

These statements reflect Oura’s current expectations and information available as of the prospectus date. They are subject to known and unknown risks and uncertainties—including those described under “Risk Factors”—and actual results could differ materially. Investors are cautioned not to place undue reliance on forward-looking statements or statements expressing what Oura “believes,” which may be based on incomplete information. Statements speak only as of the prospectus date; except as required by law, Oura generally disclaims an obligation to update or revise them.

Use of proceeds

The company will receive proceeds only from shares it sells in the offering; it will receive none from shares sold by existing stockholders, including any shares sold through the underwriters’ option.

The offering is intended to strengthen capitalization and financial flexibility, establish a public market for the common stock, and improve access to public equity markets for the company and its stockholders. The company has no specific plan for a significant portion of the proceeds and expects to use them for general corporate purposes, including technology development, working capital, operating expenses, and capital expenditures. It may also use some proceeds for acquisitions or investments in complementary products, technologies, or businesses, but currently has no material agreements or commitments for those purposes.

Management will have broad discretion over how and when proceeds are spent. Actual uses, timing, and amounts may vary with operating cash flows and business growth. Until the proceeds are needed, the company expects to invest them in capital-preservation assets, such as short-term investment-grade interest-bearing securities, certificates of deposit, or government securities.

Dividend Policy

OURA has never declared or paid cash dividends and does not expect to pay them for the foreseeable future, intending instead to retain future earnings. Any future dividend would be at the board’s discretion and subject to the company’s financial condition, results, capital needs, contractual restrictions, and other relevant factors.

The Revolving Credit Facility currently restricts OURA’s ability to pay dividends; future debt or preferred securities could add further restrictions. Because OURA is a holding company that conducts most of its business through operating subsidiaries, its ability to pay shareholders also depends largely on receiving distributions from those subsidiaries.

Capitalization as of June 30, 2026

Long-term debt included approximately $375.0M outstanding under the Revolving Credit Facility. Cash was $8.371M below reported debt. Stockholders’ deficit comprised an accumulated deficit of $1.626112B, partly offset by accumulated other comprehensive income of $8.378M.

The company had 136,767,173 preferred shares and 9,692,960 common shares issued and outstanding.

The filing presents pro forma adjustments for conversion of preferred stock and SAFEs, RSU net settlement, and adoption of an amended charter and bylaws. A further “pro forma as adjusted” column would reflect the IPO and use of proceeds. The excerpt leaves the relevant pro forma amounts, assumed IPO price, and offering proceeds blank, so the resulting capitalization and share counts cannot be determined; the illustrative figures would vary with the final offering terms.

Dilution

The filing’s dilution calculation is based on June 30, 2026 balances and assumes that preferred stock and SAFEs convert and RSUs are net-settled on that date. It would add estimated net proceeds from the company’s primary offering, after underwriting discounts and offering expenses, to calculate pro forma as-adjusted net tangible book value (NTBV) and dilution to IPO purchasers. However, the filing’s IPO price, NTBV, post-offering share count, and per-share and aggregate dilution inputs are blank, so dilution cannot be quantified from the disclosed information.

The share-count presentation excludes outstanding options and RSUs not settled in the offering, subsequently granted RSUs, and shares reserved under the 2026 equity plan and employee stock purchase plan (ESPP), including automatic reserve increases. Future option grants or exercises, equity awards, or additional equity or equity-linked fundraising could further dilute investors. The company says it may seek additional capital even if it believes its existing funds are sufficient for its plans.

Changes in the IPO price or the number of primary shares offered would affect NTBV and dilution, but the filing provides no quantified sensitivity effects. Shares sold by existing stockholders are secondary shares and do not generate proceeds for the company; they are excluded from the company’s proceeds and from the existing-stockholder share count shown in the ownership table. If the underwriters fully exercise their option to purchase additional shares from selling stockholders, new investors’ share count and ownership percentage would increase, though the amounts are not specified.

Oura — MD&A summary

Results for the quarter and nine months ended June 30, 2026

Oura’s growth remained strong, driven by ring sales and a rapidly expanding paid-member base. Revenue rose 74% in both the June quarter and the first nine months. Membership grew faster than hardware, increasing its share of nine-month revenue to 20% from 16%. Gross margin improved year over year, but heavy investment in sales, marketing and product development weighed on operating margins; the June quarter reported operating and net losses.

Consolidated results ($ millions, except margins and Adjusted EBITDA)

Revenue categories ($ millions)

Nine-month cost of revenue grew more slowly than revenue, supporting gross-margin expansion. Management attributed the improvement to lower warranty rates in newer hardware cohorts and reduced per-unit manufacturing costs. However, operating expenses doubled, faster than revenue: sales and marketing spending rose with paid advertising and the Ring 5 launch; R&D spending reflected hiring and product, supply-chain and localization investment; and G&A increases included professional fees, predominantly for intellectual-property litigation, advisory work and public-company readiness. As a result, nine-month operating income grew more slowly than revenue and operating margin narrowed to 7% from 9%.

Nine-month net income benefited from a lower effective tax rate—13.3% versus 95.7%—after a valuation allowance had elevated the prior-year tax provision; 2026 also benefited from U.S. R&D tax credits. Other income included a $5.1 million unrealized fair-value gain on a forward equity instrument before physical settlement, partly offset by a $16.8 million transfer-tax accrual related to the Reorganization. Interest expense declined following repayment of a prior debt arrangement in May 2025. Adjusted EBITDA is a non-GAAP measure and excludes taxes, interest, depreciation and amortization, share-based compensation, and specified items.

Business performance and revenue model

Approximately 94% of ring activations convert to paid membership. Oura reported weighted-average 12-month paid-member retention of approximately 85% as of June 30, 2026, and about 65% DAU/MAU engagement during the first three quarters. Membership is a higher-margin recurring stream: membership gross margin was 89% for the nine months, and approximately 63% of new members selected an annual plan. Average revenue per unit was $311 in the nine-month period, compared with $326 in FY2025; product generation, channel mix and promotions affect this metric.

Oura is expanding from direct sales to an omnichannel model: retail accounted for approximately 49% of nine-month hardware revenue, while less than 20% of hardware revenue came from outside the U.S. The June 4, 2026 launch of Ring 5 contributed to the period’s results. Oura sees significant opportunity in preventative health and cites a proprietary dataset of nearly 42 billion hours of biometric data; future growth depends on product execution, member retention and continued expansion of retail and international distribution.

Cash flow, liquidity and capital allocation

Cash flows ($ millions)

Higher earnings and working-capital movements supported operating cash flow. Working-capital benefits included a $79.9 million favorable inventory change as production shifted to Ring 5, $50.6 million more deferred revenue and $43.1 million more accounts payable, partly offset by $90.6 million more accounts receivable following the launch. Investing outflows funded a new corporate office, production capacity, tooling and retail displays. Financing outflows primarily reflected an $873.6 million increase in repurchases of common and redeemable convertible preferred stock and lower net preferred-stock proceeds, partly offset by lower debt repayments and higher revolver borrowings.

At June 30, cash and cash equivalents were $371.8 million, with no restricted cash; total debt was $380.1 million, including $375.0 million drawn on the revolver. The secured revolving facility was expanded to $525 million in June 2026, with another $245 million available upon the offering and related conditions. It matures in June 2029, bears SOFR-based variable interest and includes leverage and interest-coverage covenants. Oura reported compliance. After repaying $25 million on August 13, revolver borrowings stood at $350 million. FY2025 financing included $1,106.4 million of net Series D and E proceeds; the company also raised $62.7 million of Series E proceeds after year-end through March 2026.

Risks and other context

Warranty reserves for battery-performance issues in certain Ring 4 cohorts pressured margins in both the current and prior nine-month periods; warranty costs may remain a source of variability. Revenue is seasonal and can shift around launches, holidays, retailer inventory builds and partner onboarding; some retailer shipments are recognized only when a product becomes publicly available. Returns, discounts, warranty claims and inventory obsolescence also require estimates that could affect reported revenue and gross profit.

Two customers contributed 12% and 10% of nine-month revenue; five customers represented 26%, 17%, 15%, 12% and 12% of accounts receivable at June 30. Oura also cited exposure to uninsured bank deposits, foreign-currency movements and potential inflationary cost increases. Implied enterprise value rose from $3.065 billion to $9.656 billion over two years, a 215% increase; share price rose 260%.

Oura — Business Overview

Performance and scale

For the nine months ended June 30, 2026, Oura’s revenue grew 74% year over year, gross margin increased, and net income rose to $60.8 million from $1.6 million. Adjusted EBITDA is a non-GAAP measure.

As of June 30, 2026, Oura had 5.0 million Paid Members across 56 markets and had accumulated nearly 42 billion hours of longitudinal biometric data. Members wore the ring a median of approximately 23 hours per day in Q3 FY2026. Reported engagement included approximately 85% weighted-average 12-month retention, a 65% DAU-to-MAU ratio during the first three quarters of FY2026, and more than 3.5 app opens per member per day on average during the nine-month period.

Oura’s hardware-plus-membership model combines ring sensing, its app, AI and machine-learning models, and partner integrations to provide personalized insights across sleep, activity, stress, heart and metabolic health, and women’s health. Oura reports approximately 99% heart-rate, 98% heart-rate-variability, 96% ovulation-tracking, and 96% sleep accuracy; approximately 87% of new members cite accuracy as a purchase factor. These are company-reported figures. Ring 5 is described as approximately 40% smaller than the prior generation. Hardware pricing starts at approximately $399 and reaches $499 for premium finishes.

Customers, growth and market opportunity

The member base spans several age and health-related cohorts: approximately 31% were age 29 or younger, 42% were ages 30–45, and 27% were 46 or older as of June 30, 2026; approximately 72% were women and 37% reported household income below $100,000. Members cite an average of six reasons for choosing Oura. About 40% of new members in the first nine months of FY2026 came through word of mouth. U.S. aided brand awareness rose from approximately 15% in Q1 FY2024 to 38% in Q3 FY2026.

Oura sold 3.6 million rings in the 12 months ended June 30, 2026—approximately 2% of global wearable shipments. Management estimates more than $90 billion of serviceable available market across selected health and wellness categories. That estimate includes potential future features that could require regulatory authorization and should not be read as current addressable revenue. Oura sees longer-term opportunity in preventative health, including through employers, health plans, providers, and healthcare integrations. Ring and Membership are eligible for HSA/FSA reimbursement, and the company has partnerships including Essence Healthcare/Lumeris, Natural Cycles, Dexcom, Maven Clinic, and Counsel Health. Retail presence reached approximately 8,400 doors globally.

Oura’s product-development approach emphasizes longitudinal data, individualized baselines, clinical research, and iterative product development. Its scientific organization includes more than 50 PhDs and five MDs; the company reports more than 175 peer-reviewed publications based on its data and methods. Two independent studies of Fertile Window found 96.4% ovulation-detection accuracy with an average error of ±1.26 days. More than 350,000 participants had enrolled in its investigational Blood Pressure Profile Study as of June 30, 2026; the algorithm remains under development.

Competition, operations and key risks

Oura competes with major technology companies, fitness-wearable makers, and device-agnostic health software providers. Competitors may have greater financial resources, brand recognition, product breadth, supply-chain scale, and distribution. Oura’s differentiation depends on sustained wear, accuracy, comfort, battery life, privacy and trust, relevant health use cases, and ecosystem partnerships. Its intellectual property included 1,140 patents and patent applications (including 299 design patents and applications), 502 trademark registrations and applications, and 53 copyright registrations and applications as of June 30, 2026. Core U.S. utility patents expire in November 2034.

Oura processes sensitive health and biometric data. It says it does not plan to sell, license, or otherwise directly monetize members’ personal health data, but privacy, cybersecurity, consent, and data-sharing failures could result in legal, regulatory, reputational, and operational consequences. Its products and features may also face changing medical-device requirements. Regulatory treatment can depend on intended use and marketing claims; obtaining clearances, approvals, clinical evidence, or certifications could delay or constrain launches and add costs. Healthcare integrations and AI-based guidance increase the importance of clinical validation and appropriate regulatory pathways.

The company owns no manufacturing facilities and relies on foreign contract manufacturers, specialized suppliers, and third-party logistics providers. Some components are single-sourced, and Oura may make non-cancellable commitments to secure supply. Disruption, tariffs, geopolitical events, quality issues, or supplier cost increases could affect availability, costs, and product quality.

Oura also faces litigation. Samsung filed an ITC complaint in December 2025 alleging infringement of four patents and seeking relief that could restrict imports of certain Oura Rings. Omni MedSci filed a federal patent suit that month seeking approximately $120 million in damages. Oura disputes both claims. The company also faces several equity-compensation and services-related claims, including proceedings involving Peter Attia, Gurinder Bal/CTR Capital, Brees Company, and former CEO Harpreet Singh Rai. Oura says it considers the claims without merit and intends to defend them; outcomes and financial exposure are uncertain.

As of June 30, 2026, Oura had approximately 1,350 full-time employees across 11 countries, including more than 350 in hardware and operations. In July 2026, it purchased its approximately 47,000-square-foot San Francisco headquarters.

Leadership and board

CEO Thomas Hale has led Oura since March 2022 and joined its board in July 2022. CFO Sean Brecker has served since October 2023, and COO Michael Chapp since April 2019. David Shuman has chaired the board since September 2025 and became Executive Chairman in September 2026.

Upon completion of the offering, the board will comprise 10 directors, eight of whom are identified as independent under Exchange Act and Nasdaq standards. Leslie Kilgore, Mikko Kuusi, David Sze, and Jason Warnick are expected to join immediately before the registration statement becomes effective. The board’s experience includes technology, consumer businesses, finance, marketing, digital health, venture investing, and international operations.

The board will be divided into three staggered classes, each serving three-year terms, with only one class elected at each annual meeting. The charter and bylaws also authorize the board to fill vacancies. Oura cautions that the classified-board structure could delay or prevent a change in control or management.

Board committees and oversight

Oura plans standing audit, compensation, and nominating and corporate governance committees.

• Audit: David Shuman, Dennis Durkin, and Jason Warnick, with Durkin as chair. Durkin and Warnick are determined to be independent for audit-committee purposes; all three are designated audit committee financial experts and meet Nasdaq financial-literacy requirements. The committee must have a majority of independent members within 90 days after listing and be fully independent within one year.
• Compensation: Shuman, Kilgore, Mikko Kuusi, and Warnick, with Warnick as chair. Kilgore, Kuusi, and Warnick are determined to be independent and are non-employee directors.
• Nominating and corporate governance: Shuman, Wen Hsieh, and Sze, with Shuman as chair. Hsieh and Sze are determined to be independent.

Nasdaq requirements call for at least one independent member on the compensation and nominating and corporate governance committees at listing, a majority of independent members within 90 days, and fully independent membership within one year. The committees oversee nominations and governance, executive and director compensation, and incentive and equity plans. Oura reports no executive-officer compensation committee interlocks.

The board oversees risk strategy, significant risks and management’s mitigation efforts, including risk matters related to corporate decisions and significant transactions. Before the offering, Oura plans to adopt a code of business conduct and ethics for directors, officers, and employees; the code and legally required disclosures of amendments or waivers will be posted on the company’s website.

The section reports no financial results or operating metrics.

Executive compensation and incentives

For FY2025 (year ended September 30, 2025), the named executives received cash compensation; no stock-award value was recorded for any of them in the compensation table.

Effective January 1, 2025, Hale’s annual base salary increased from $400,000 to $600,000 and Brecker’s from $390,000 to $400,000; Chapp’s annual base salary was $447,741. FY2025 target bonuses were 75% of base salary for Hale and 40% for Brecker and Chapp. Bonus-pool goals considered annual revenue and Adjusted EBITDA, alongside individual goals; the board assessed company performance at 120% of target. Incentives were paid in cash in November 2025, and the board approved a substantially similar FY2026 program.

Outstanding executive awards and severance

At September 30, 2025, Hale held 3,856,943 unvested RSUs valued at $80.764 million, plus two additional unvested awards of 1,410 shares valued at $29,525 and 13,346 shares valued at $279,465. Brecker held 1,000,000 unvested RSUs valued at $20.940 million. Chapp held 246,847 unvested RSUs valued at $5.169 million and 2,726,384 exercisable options: 1,062,600 at a $0.09 exercise price, 238,123 at $0.62, and 1,425,661 at $1.67. RSU values use the board’s September 30, 2025 common-stock fair market value of $20.94 per share. Many awards have performance conditions satisfied by completion of the offering. Chapp’s October 2024 grant of 6,900 RSUs had a reported grant-date fair value of $0 because the IPO-linked condition was not considered probable under ASC 718; its hypothetical grant-date value if probable was $71,208, while its year-end market value was $144,486.

The company plans new change-in-control and severance agreements for named executives, replacing prior entitlements. Outside a change-in-control period, qualifying termination benefits include 12 months’ salary continuation for Hale and nine months for Brecker and Chapp. During the period from three months before through 12 months after a change in control, benefits include 18 months’ salary continuation and 1.5 times target bonus for Hale, and 12 months’ salary continuation plus target bonus for Brecker and Chapp. These arrangements also provide full vesting of unvested equity awards other than performance-based awards. Benefits are subject to release and restrictive-covenant conditions and are reduced by other severance or similar payments.

Equity plans and potential dilution

Effective immediately before the offering, stockholders approved the 2026 Incentive Award Plan for future awards to employees, consultants and directors; outstanding awards remain governed by their existing plans. The plan permits options, stock appreciation rights, restricted stock, RSUs, cash- and stock-based awards, and performance awards. Its share reserve can increase annually from 2027 through 2036 by up to 5% of prior-year-end common shares outstanding on an as-converted basis, subject to board discretion. The plan permits specified option and SAR repricing without further stockholder approval; options generally have a maximum 10-year term. Awards may be accelerated, cashed out or assumed/substituted in a change of control, subject to plan and award terms. Awards are also subject to applicable clawback policies.

On March 31, 2026, Oura assumed its 2015, 2016, 2019 and 2022 equity plans and substituted substantially similar awards for awards previously cancelled by Oura Health Oy. No further awards may be issued under those plans except substitute awards.

A further 81,955 shares were available for non-plan awards. The company also reserved 5,166,637 shares from prior plan reserves for the 2026 Pre-Offering Plan, which terminates when the offering becomes effective; outstanding awards remain under their applicable plans. The scale of outstanding awards and evergreen reserves creates meaningful potential dilution.

For existing 2022/2026 Pre-Offering Plan RSUs, vesting generally requires both service and a performance condition, satisfied by a sale event or the first trading day after the IPO registration statement becomes effective. Before the offering, termination without cause before performance vesting generally forfeited 25% of time-vested RSUs, with the other 75% remaining eligible to vest; termination for cause forfeited all RSUs. The 25% partial-forfeiture provision will no longer apply to outstanding RSUs after the offering. Non-plan awards may also be issued under standalone agreements.

Director compensation and employee stock purchase plan

Before the offering, Oura had no formal non-employee director compensation policy. In FY2025, non-employee directors received no cash or equity compensation; Hale received no additional compensation for board service. Dennis Durkin held 87,658 unvested restricted shares at year-end.

The post-offering director program provides annual cash retainers of $110,000 for the board chair and $50,000 for each other director. Committee retainers are $25,000/$15,000 for Audit and Compensation chairs/members and $20,000/$10,000 for Nominating and Corporate Governance chairs/members; chair retainers replace member retainers. Initial RSU grants have a stated value of $500,000 and annual grants $250,000, converted to shares using the prior 10-day average closing price. Initial grants vest over three years; annual grants vest at the earlier of one year or the next annual meeting. Director awards vest in full upon a change in control, subject to continued service. The 2026 Plan separately caps non-employee director awards at $1.0 million in their first service year and $750,000 annually thereafter.

The 2026 Employee Stock Purchase Plan (ESPP), effective immediately before registration effectiveness, enables semi-annual payroll-deduction purchases through U.S. qualified and non-U.S./nonqualified components. Employees may contribute 1%–15% of compensation, subject to a 10,000-share per-offering-period limit and a $25,000 annual fair-market-value limit at grant. Shares are purchased at the lower of 85% of the share price at the start of the offering period or 85% on the purchase date. Offerings may last up to 27 months; employees owning 5% or more are excluded. The ESPP reserve may increase annually from 2027 through 2036 by up to 1% of prior-year-end as-converted shares outstanding, subject to board discretion. It terminates immediately before a proposed liquidation; in certain mergers or asset sales, awards are assumed or replaced, or the purchase period is shortened with at least 10 business days’ notice.

Oura identifies as an emerging growth company and uses scaled executive-compensation disclosure; it cautions that post-offering compensation programs may differ materially from those described.

Principal and Selling Stockholders

The disclosure presents ownership before and after the offering. Pre-offering ownership assumes the Preferred Stock Conversion, SAFE Conversion, and RSU Net Settlement. Post-offering ownership also assumes the sale of offering shares, but not the exercise of the underwriters’ option. The table excludes shares purchased through the directed share program. Shares withheld in RSU net settlement may vary based on individuals’ tax rates.

Beneficial ownership includes shares over which a holder has voting or investment power, as well as shares obtainable through options, warrants, or other rights exercisable within 60 days. Those shares are included for the relevant holder but are not treated as outstanding when calculating other holders’ ownership percentages.

The listed 5% holder categories are entities affiliated with FMR LLC, Forerunner Ventures, and Lifeline Ventures, and Bedford Ridge Investment Company LLP. The disclosure also covers named executives, directors and nominees, a 12-person leadership and director group, and selling stockholders. Forerunner Ventures’ affiliated funds are associated with board member Eurie Kim and managing member Kirsten Green; Lifeline Ventures’ funds are associated with board member Timo Ahopelto. Wen Hsieh has sole voting and investment power over Matter Venture Partners Fund I’s shares.

A portion of David Shuman’s shares is pledged as collateral for personal indebtedness. Shuman is also associated with an entity entitled to 50% of certain carried interest and management fees otherwise allocable to Bedford Ridge’s general partner; the disclosure states that he has no voting or investment power over BRIC I shares. Separately, the Johnson family group holds 49% of FMR LLC’s voting power and participates in a voting agreement. That figure relates to control of FMR LLC, not to a stated ownership percentage in Oura.

The supplied text does not include the ownership table’s share counts, percentages, or “as of” date. Consequently, it does not support determining holders’ pre- or post-offering ownership, shares offered, or their resulting voting influence in Oura.

Related-party transactions and governance

Since October 1, 2022, Oura has entered into related-party transactions generally exceeding $120,000, including substantial preferred-stock financings, a preferred-stock repurchase, loans to its CFO, and arrangements with significant shareholders and insiders.

Preferred-stock financings and repurchase

Entities affiliated with FMR, a holder of more than 5% of the company, participated in predecessor Oura Health Oy preferred-stock financings:

In February 2026, Oura Health Oy repurchased 1,617,721 Series B preferred shares from Forerunner Ventures-affiliated entities for $65.0 million, at $40.18 per share, excluding estimated withholdings. Forerunner-affiliated entities hold more than 5% of Oura, and director Eurie Kim is a Forerunner managing partner.

Reorganization and insider connections

On March 31, 2026, Oura Inc. exchanged its shares one-for-one for predecessor shares and substituted Oura Inc. options and restricted stock units for predecessor equity awards. Recipients included directors, a director nominee, executive officers, and entities affiliated with FMR, Forerunner, BRIC I, and Lifeline Ventures. Executive Chairman David Shuman has an indirect family-trust interest in BRIC I’s carried interest and management fees; director Timo Ahopelto is Lifeline Ventures’ founding partner.

Loans to the CFO

Oura subsidiary Ouraring Inc. issued three notes to CFO Sean Brecker: $2.5 million principal in December 2025 and two $500,000 notes in March and April 2026, for $3.5 million total. The notes carried annual interest at the greater of 3.6% or a 3.5% margin plus forward-looking one-month SOFR, and matured between December 2026 and April 2027. The board had authorized up to $5.0 million in aggregate loans. All three notes were repaid in full and cancelled in July 2026.

Shareholder and offering arrangements

A March 2026 registration-rights agreement with significant holders and director-affiliated parties provides eligible holders demand and “piggyback” registration rights. Oura bears certain registration expenses and provides specified indemnification. A shareholders agreement governs voting, share dispositions and director elections, and includes pre-emptive, information, redemption and transfer provisions, as well as intellectual-property, confidentiality, non-compete and non-solicitation covenants. It is to be amended and restated before the offering and will expire in substantial part in connection with it.

The company intends to reserve up to an unspecified percentage of IPO shares for a directed share program for employees and persons or entities identified by management; purchases by related persons could individually exceed $120,000. Before the offering, Oura intends to enter into separate indemnification agreements with directors and executive officers. The company also maintains directors’ and officers’ insurance.

Oura says it will adopt a written related-person transaction policy before the offering. The audit committee, or disinterested independent directors if the full committee is conflicted, will review covered transactions, including whether their terms are comparable to arm’s-length terms; management must report material changes. The preferred financings and repurchase are significant transactions with major holders, while the CFO loans and insider-linked governance and registration arrangements present potential conflicts of interest.

Capital stock and potential dilution

Upon completion of the IPO, Oura expects to authorize 4.5 billion common shares and 100 million preferred shares, each with a $0.00001 par value. No preferred shares are expected to be outstanding immediately after the offering. The board may issue additional common shares, subject to Nasdaq requirements, and may establish preferred-stock series without common-stockholder approval where permitted. Although Oura has no current plan to issue preferred stock, the board could set terms that include voting, dividend, redemption, conversion, or liquidation rights. Such an issuance could dilute common-stock voting power, limit dividends or liquidation proceeds, and make an acquisition or other change of control more difficult.

As of June 30, 2026, outstanding options covered 10,865,675 shares under existing plans, at a $0.92 weighted-average exercise price, and 49,881 shares outside those plans, at a $3.17 weighted-average exercise price. Outstanding RSUs covered 17,184,293 shares under existing plans and 1,587,177 shares outside them. Some RSUs will vest in full in connection with the offering and be net-settled. In July 2026, Oura issued a SAFE to Eli Lilly and Company that remained outstanding as of the prospectus date and is expected to convert into common shares immediately before the offering. These awards, the SAFE conversion, and IPO-related conversions and settlement are sources of potential dilution.

Common stock carries one vote per share, with no cumulative voting. Common holders have no preemptive, conversion, redemption, or sinking-fund rights. Dividends depend on board declaration, legally available funds, and applicable restrictions; liquidation distributions are subordinate to debts and liabilities and any preferred-stock preferences.

Governance and change-of-control provisions

Oura’s post-offering charter and bylaws provide for a three-class staggered board with three-year terms. Directors may be removed only for cause and with approval of at least 66⅔% of voting power. Stockholders cannot act by written consent, and special meetings may be called only by the board chair, board, or CEO. Advance-notice requirements apply to stockholder proposals and director nominations. Specified charter and bylaw amendments require 66⅔% approval; this threshold also applies to amending or adopting bylaw provisions. Delaware General Corporation Law Section 203 generally restricts business combinations with a stockholder owning 15% or more for three years, subject to exceptions.

Together with the board’s authority over preferred stock, these provisions may deter or delay unsolicited takeover proposals, proxy contests, or other attempts to obtain control, and may limit stockholders’ ability to influence Oura or pursue transactions that could benefit them.

Stockholder rights and legal protections

Certain existing holders, including holders of more than 5% and affiliates of some officers and directors, will have registration rights after the IPO. Demand rights begin 180 days after the registration statement’s effective date, generally allow only one demand registration, and require at least $50.0 million of anticipated offering value. Form S-3 registrations require at least $15.0 million of anticipated value and are subject to timing and frequency limits. Piggyback rights apply to qualifying cash offerings, subject to underwriting and other restrictions. Rights generally end upon specified change-of-control events, eligibility to sell without Rule 144 volume limits, or the third anniversary of the offering. Oura generally bears registration expenses, except specified selling costs.

Most internal-affairs and derivative claims must be brought in Delaware’s Court of Chancery, subject to exceptions; federal district courts are the exclusive forum for Securities Act claims unless Oura consents otherwise. The charter limits directors’ and officers’ personal monetary liability for fiduciary-duty breaches to the extent permitted by Delaware law, with exceptions including loyalty breaches, bad faith, intentional misconduct, knowing violations of law, unlawful dividends or repurchases, and improper personal benefits. The bylaws provide for indemnification and expense advancement to the fullest extent permitted by law, and Oura may maintain D&O insurance. Oura reports no pending material proceeding involving directors, officers, or employees for which indemnification is sought, and intends to enter into indemnification agreements with directors and executive officers.

Stockholders generally may seek appraisal in a merger or consolidation if they properly perfect their rights; qualifying stockholders may also bring derivative actions in Delaware. Oura has applied to list its common stock on the Nasdaq Global Select Market under ticker OURA. Odyssey Transfer and Trust Company will be transfer agent and registrar.

Senior secured revolving credit facility

Oura’s wholly owned subsidiaries entered into a $250.0 million senior secured revolving credit facility on May 15, 2025. Commitments increased to $500.0 million on January 23, 2026, and to $525.0 million on June 4, 2026. The June amendment also made an additional $245.0 million of commitments conditionally available upon completion of the offering and satisfaction of related conditions. Oura Inc. became a co-borrower on April 16, 2026.

Interest margins vary with average facility utilization. Borrowings bear floating-rate interest, exposing Oura to changes in benchmark rates.

Security, covenants and restrictions

Subject to exceptions, the facility is secured by first-priority pledges of borrower and guarantor equity and substantially all other tangible and intangible assets, including intellectual property. Borrower obligations are cross-guaranteed. Future material subsidiaries in the U.S., Finland, Sweden, or other jurisdictions acceptable to the agent may also be required to guarantee the facility.

Quarter-end financial covenants are measured on a trailing-four-quarter basis and are subject to cure rights:

In connection with a material acquisition, the parent may elect a temporary maximum leverage limit of 4.50:1.00 for four consecutive quarters, provided no event of default is continuing. This election is available on no more than two occasions during the facility term.

The credit agreement restricts, among other matters, additional debt and liens; asset sales and mergers; investments and acquisitions; distributions and equity repurchases; certain payments on subordinated and convertible debt; affiliate and swap transactions; sale-leasebacks; outbound-investment-regulated activities; and transfers of material intellectual property. If an event of default is continuing, lenders may accelerate obligations, terminate commitments and exercise other remedies.

The amendments expanded committed capacity, extended maturity to June 2029, and permitted specified derivatives and redomiciliation-related transactions, as well as additional co-borrowers. The facility provides financing flexibility, while its floating-rate exposure, financial covenants, extensive collateral—including intellectual property—and restrictive covenants are key financing risks.

Shares eligible for future sale

No public market existed for the company’s shares before the offering, and a Nasdaq listing or active trading market is not assured. The post-offering share count is based on shares outstanding as of June 30, 2026, after preferred-stock and SAFE conversions and RSU net settlement.

Shares sold in the offering by the company and selling stockholders generally will be freely tradable, subject to resale restrictions applicable to affiliates. Shares not sold in the offering generally are restricted securities unless registered or eligible for an exemption. Holders of shares covered by registration rights could register them for resale, potentially making a large block available to the market and increasing selling pressure.

The company, its officers and directors, and substantially all securityholders—including selling stockholders—are expected to enter into lock-up agreements, subject to exceptions and underwriter consent. When the lock-ups expire, substantially all covered shares will become eligible for sale. The underwriter representative has no present intention to release shares early and would consider any request individually.

Under Rule 144, affiliates generally may sell during any three-month period up to the greater of 1% of shares outstanding or the average weekly Nasdaq trading volume during the preceding four weeks. Affiliate sales are also subject to public-information and manner-of-sale conditions and may require notice. Non-affiliates generally may resell after six months subject to current-information requirements, and after one year without Rule 144 restrictions.

Potential equity-related supply

Outstanding awards as of June 30, 2026:

The company intends to file Form S-8 registration statements shortly after the prospectus covering outstanding options and shares issued or issuable under the Existing Plans, as well as shares reserved under the 2026 Plan and ESPP. Registration would facilitate public resale, subject to Rule 144 restrictions for affiliates. Awards outside the Existing Plans will not be covered by those S-8 filings. The awards, together with shares becoming eligible for sale after lock-up expiration, could create dilution and public-market overhang.

U.S. Federal Income Tax Consequences for Non-U.S. Holders

OURA does not expect to pay dividends in the foreseeable future. If it distributes cash or property, the distribution generally will be treated as a dividend for U.S. federal income tax purposes to the extent of OURA’s current or accumulated earnings and profits. Any excess first reduces the holder’s tax basis in the shares; any remaining amount may be taxable as capital gain.

Dividends paid to Non-U.S. Holders generally are subject to 30% U.S. withholding tax, unless a lower treaty rate applies and the holder provides valid documentation. Dividends effectively connected with a U.S. trade or business generally are taxed on a net-income basis at regular U.S. rates. A corporate holder may also be subject to a 30% branch-profits tax, subject to possible treaty relief.

Non-U.S. Holders generally are not subject to U.S. federal income tax on gains from selling OURA stock, except where the gain is effectively connected with a U.S. trade or business; the holder is a nonresident alien present in the United States for at least 183 days during the year of sale and other conditions apply; or the stock is a U.S. real property interest. OURA believes it is not currently a U.S. real property holding corporation (USRPHC) and does not expect to become one, but cannot assure this: the determination depends on the relative fair market values of U.S. real property, non-U.S. real property, and other business assets. If OURA were a USRPHC, an exception may be available to holders owning 5% or less if the stock is regularly traded on an established securities market and the applicable ownership conditions are met.

FATCA generally imposes 30% withholding on dividends paid to certain foreign financial institutions and non-financial foreign entities unless applicable diligence, reporting, ownership-disclosure, or exemption requirements are satisfied. Proposed Treasury Regulations eliminate FATCA withholding on gross sale proceeds; investors generally may rely on the proposals while they remain pending final regulations. Information reporting may apply to distributions and certain U.S.-connected sale proceeds. Backup withholding generally can be avoided with valid documentation of non-U.S. status and, if withheld, is creditable or refundable rather than an additional tax.

This discussion is limited to qualifying Non-U.S. Holders who hold shares as capital assets. It excludes numerous special investor categories and other tax regimes, and reflects authorities that may change or be interpreted differently, potentially retroactively. OURA has not sought IRS rulings. Investors should consult their tax advisers about their particular circumstances and applicable treaty, state, local, estate, gift, and non-U.S. tax consequences.

Underwriting and offering terms

Goldman Sachs & Co. LLC is the representative of the underwriting syndicate, which also includes Morgan Stanley, J.P. Morgan, Allen & Company, Jefferies, BofA Securities, Barclays, Wells Fargo, and other firms. Subject to the underwriting agreement’s conditions, the underwriters commit to purchase the shares offered. They may also purchase additional shares from selling stockholders during a 30-day option period to cover over-allotments.

Oura and the selling stockholders are responsible for underwriting discounts and commissions. Oura will reimburse up to $40,000 of the underwriters’ expenses related to FINRA clearance. Oura and the selling stockholders also agreed to indemnify the underwriters against certain liabilities, including liabilities under the Securities Act.

Before the offering, Oura common stock had no public market. The IPO price was negotiated with the underwriters’ representative, taking into account market conditions, Oura’s historical performance and business potential, earnings prospects, management’s assessment, and valuations of comparable businesses. Oura applied to list its common stock on Nasdaq under the ticker OURA.

Resale restrictions and market activity

Oura, its officers and directors, and substantially all common-stock holders, including selling stockholders, agreed—subject to specified exceptions and Goldman Sachs’ written consent—not to sell or hedge common stock or convertible or exchangeable securities during the lock-up period. Existing employee benefit plans are excluded. Shares purchased through the directed share program are not subject to the lock-up, so they may become available for resale earlier; unpurchased shares return to the public offering. Morgan Stanley administers the program, and Oura indemnifies it, including for participants’ failure to pay.

The underwriters may engage in short sales, stabilization transactions, open-market purchases, and penalty bids. These activities are discretionary, may support or raise the market price above the level that would otherwise prevail, and may be discontinued at any time; a stabilized IPO price may not reflect the price absent such activity. Underwriters and their affiliates may also have other business relationships with Oura or related parties, trade or hold related securities, and provide research or recommendations, creating potential conflicts of interest.

Jurisdictional selling restrictions

The offering and resales are restricted under local securities laws. Notices generally limit offers to eligible, qualified, accredited, professional, or institutional investors, or rely on applicable exemptions, and warn that the shares may be illiquid or subject to resale restrictions and that local regulators have not approved the offering. Specific provisions include Singapore’s six-month transfer restriction, subject to exemptions; Japan’s eligible-investor and transfer conditions; and Australia’s exempt-investor limits and general 12-month restriction on on-sales. Offers in the UAE, DIFC, Switzerland, and Brazil are not public offerings and are subject to permitted-investor categories and local-law requirements.

Legal Matters

Latham & Watkins LLP (New York) will provide an opinion on the validity of the common shares being offered. The underwriters are represented by Simpson Thacher & Bartlett LLP.

Independent Auditor

Ernst & Young LLP, an independent registered public accounting firm, audited Oura Inc.’s consolidated financial statements as of September 30, 2025 and 2024, and for each of the two years ended September 30, 2025. The prospectus and registration statement include those financial statements in reliance on EY’s audit report.

Oura filed an S-1 registration statement with the SEC for its common stock offering. The prospectus is not complete on its own: the registration statement and its exhibits contain additional information, and summaries of filed contracts are qualified in full by the underlying documents. After the offering, Oura expects to file periodic reports, proxy statements, and other required information with the SEC. It expects to make these materials available free of charge on its website as soon as reasonably practicable after filing or furnishing them.

Oura Inc. — FY2025 financial statements

Oura’s revenue more than doubled in FY2025, driven by strong growth in both ring hardware and recurring membership. Growth came with sharply higher product and operating costs, however: gross margin narrowed, and a substantial tax provision left reported net income near zero. A large preferred-stock repurchase deemed dividend then turned that small profit into a significant loss attributable to common stockholders.

Consolidated results

Fiscal years ended September 30; $M, except per-share data.

Revenue increased 123.1%, while cost of revenue grew faster, reducing gross margin to about 51.9% from 64.9%. Advertising expense rose to $102.6M from $52.8M. The income-tax provision produced a 99.9% effective tax rate, mainly reflecting a $25.376M change in valuation allowance; the allowance increased to $69.756M from $44.380M. Management cited cumulative worldwide losses as negative evidence against realizing deferred tax assets. The net deferred tax position shifted to a $0.474M liability from a $2.309M asset.

Revenue sources and channels

Oura has one operating and reportable segment; consolidated net income is its segment profitability measure. Wholesale, including retail and enterprise partners, grew faster than direct-to-consumer sales. Customer concentration remained notable: Customer E contributed 12% of FY2025 revenue (13% in FY2024) and Customer B 10% (below 10% in FY2024). Receivables were also concentrated at year-end, with Customers A and B representing 35% and 26%, respectively. Deferred revenue rose to $86.5M from $55.6M; FY2025 revenue included $54.8M recognized from the opening balance, versus $8.6M in FY2024. No contract assets were recognized, and RPOs due beyond 12 months were not material.

Balance sheet and cash flow

Operating cash flow benefited from a $161.376M increase in accrued liabilities and $29.074M in deferred revenue, partly offset by $65.434M of inventory cash use and $45.045M for prepaid and other assets. Restricted cash secured a forward equity instrument and was unavailable for general corporate use. Inventory increased to $154.790M, including $128.931M of finished goods, from $81.939M and $76.309M, respectively. The accrued warranty obligation rose to $98.320M from $17.465M; FY2025 warranty provision was $103.334M versus $12.572M, with claims of $28.760M versus $9.700M. Accrued sales returns also rose, to $42.780M from $12.994M.

Financing, risks and subsequent events

Oura issued 16.945M Series E preferred shares for $907.4M net proceeds in FY2025 and repurchased 13.598M preferred shares for $242.021M. The repurchase price exceeded carrying value by $186.1M, creating the deemed dividend that drove the common-stockholder loss. Oura also repurchased 5.1947M common shares for $67.093M. Preferred stock’s aggregate liquidation preference was $1.5442B at year-end; preferred shares rank ahead of common stock in specified liquidation or sale events.

Oura repaid its $130.0M 2022 term loan in May 2025 using revolving-credit-facility proceeds. The payoff generated the $8.725M debt-extinguishment loss, including a prepayment fee and write-off of unamortized financing costs. Oura drew a cumulative $200.0M under its $250.0M facility during the year and repaid all draws; there were no year-end borrowings. The facility matures May 15, 2028, bears SOFR plus 1.75%–2.25%, and is secured by substantially all personal property and certain U.S. real property. Oura was covenant-compliant. Non-cancelable purchase commitments were approximately $114.5M, mostly due within 12 months, creating excess-inventory risk if demand changes. Oura also relies on a limited number of third-party manufacturers.

At September 30, 2025, 17.540M PSUs were unvested, with $169.1M of unrecognized compensation; no PSU expense had been recorded because the required liquidity event was not considered probable. The diluted-share calculation also excluded 163.204M preferred shares, 11.952M options, 402,708 RSAs and the PSUs as anti-dilutive or subject to unmet conditions.

After year-end, Oura raised $62.7M through Series E financing and repurchased additional shares. A February 2026 tender offer bought 13,295,528 preferred shares for $534.2M; further repurchases contracted from March through April totaled $437.0M, with a $432.6M obligation outstanding at issuance. Oura settled the forward equity instrument in January 2026, repurchasing 5,438,236 preferred shares for $96.4M and releasing matching restricted cash collateral. In January, it increased revolving-facility capacity to $500M; no borrowings were outstanding as of May 18, 2026. Oura completed its Finland-to-U.S. redomiciliation on March 31, 2026, with equity interests exchanged one-for-one. It launched Oura Ring Generation 4 Ceramic on October 1, 2025.

Ernst & Young issued an unqualified opinion on the FY2025 and FY2024 financial statements. The auditor did not audit or express an opinion on internal control over financial reporting.

Oura — nine months ended June 30, 2026

Consolidated results

Revenue grew approximately 74%, with membership revenue more than doubling and increasing the recurring-subscription contribution. Gross margin improved to approximately 54.5% from 51.1%. Higher sales and marketing expense ($257.858 million versus $140.273 million) and R&D expense ($206.800 million versus $101.078 million) contributed to the increase in operating expenses. Consolidated net income improved substantially, but preferred-stock repurchase-related deemed dividends drove a much larger loss attributable to common holders.

U.S. revenue was $976.677 million versus $559.933 million; rest-of-world revenue was $237.829 million versus $137.636 million. Oura reports one operating segment.

Cash flow

Operating cash flow included a $176.534 million source from accrued liabilities and a $52.437 million source from deferred revenue, partly offset by a $78.907 million use from accounts receivable. Cash, cash equivalents and restricted cash fell $488.782 million, from $860.546 million at the start of the period to $371.764 million at June 30, 2026. Financing included $1.172897 billion of common and preferred share repurchases, partly offset by $373.876 million of net debt proceeds and $62.285 million of preferred-stock proceeds.

Balance sheet and share counts

Restricted cash declined from $96.389 million to zero. Redeemable preferred stock had a $1.499751 billion carrying value and a $1.5023 billion liquidation preference. Reported stockholders’ deficit implies tangible common equity of approximately negative $1.778755 billion.

Financing, capital structure and other developments

Oura drew $375.0 million on its revolving credit facility (RCF), driving the increase in debt. The RCF’s capacity rose to $525.0 million in June 2026 and would increase to $770.0 million upon a qualifying IPO; it matures June 4, 2029, bears interest at SOFR plus 1.75%–2.25%, and had $2.0 million of letters of credit outstanding. Oura reported covenant compliance. On August 13, 2026, it repaid $25.0 million, reducing the RCF balance to $350.0 million.

Preferred-stock repurchases totaled 27,933,119 shares for $1.091854 billion, versus 13,499,511 shares for $240.252 million in the prior-year period. Common-stock repurchases were 1,558,989 shares for $79.475 million, versus 4,807,078 shares for $60.124 million. The excess of preferred repurchase price over carrying value drove $985.0 million of deemed dividends. Separately, Oura issued 1,169,913 Series E preferred shares for $62.3 million net proceeds. A forward equity arrangement was settled for $96.4 million, retiring 5,438,236 preferred shares; $96.4 million of restricted cash collateral was released.

A $50.0 million SAFE financing was recorded at June 30 as both a receivable and a Level 3 liability, so it had not yet provided cash. The investor funded it on July 6, 2026. A February 2026 acquisition included preliminary purchase-accounting amounts of $9.7 million of identifiable intangibles, $2.8 million of goodwill and $4.6 million of assumed liabilities.

Accrued current liabilities rose to $495.037 million from $295.149 million, including accrued warranty of $132.301 million and sales returns of $88.400 million. The warranty reserve included a $113.170 million provision and $75.483 million of claims. Operational commitments were $160.1 million, including $119.7 million of non-cancelable purchase commitments, mostly due within 12 months; forecast changes that cannot be addressed through rescheduling or cancellation could create excess inventory or losses.

Oura’s income-tax provision was $9.3 million versus $34.9 million, and its effective tax rate was 13.3% versus 95.7%; it maintained a full valuation allowance against deferred tax assets. In December 2025 it leased approximately 47,352 square feet for a new San Francisco headquarters. After period-end, it acquired its leased office building for $41.5 million; the closing terminated the lease, removing a $25.2 million lease liability and $23.8 million right-of-use asset.