omda-20260331

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________

FORM 10-Q

___________________________

(Mark One)


x			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2026


o			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-42679

Omada Health, Inc.

(Exact name of registrant as specified in its charter)

_________________________


Delaware			45-2355015
(State or other jurisdiction of incorporation or organization)			(I.R.S. Employer Identification No.)

611 Gateway Blvd, Suite 120 South San Francisco, California			94080
(Address of principal executive offices)			(Zip Code)

(888) 987-8337

(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	OMDA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes x No o

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).

Yes o No x

The registrant had 59,448,507 shares of common stock, $0.001 par value per share, outstanding as of May 5, 2026.

Table of Contents


			Page
Part I - Financial Information
Item 1. Financial Statements (unaudited)
Condensed Consolidated Balance Sheets			3
Condensed Consolidated Statements of Operations and Comprehensive Loss			4
Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders' Equity (Deficit)			5
Condensed Consolidated Statements of Cash Flows			6
Notes to the Condensed Consolidated Financial Statements			8
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations			17
Item 3. Quantitative and Qualitative Disclosures About Market Risk			30
Item 4. Controls and Procedures			30

Part II - Other Information
Item 1. Legal Proceedings			31
Item 1A. Risk Factors			31
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds			83
Item 3. Defaults Upon Senior Securities			84
Item 4. Mine Safety Disclosures			84
Item 5. Other Information			84
Item 6. Exhibits			85
Signatures			86

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Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q, including, without limitation, statements under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the “Securities Act”), Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the Private Securities Litigation Reform Act of 1995. These forward-looking statements can be identified by the use of forward-looking terminology, including the words “believe,” “estimate,” “anticipate,” “expect,” “assume,” “imply,” “intend,” “plan,” “may,” “will,” “potential,” “project,” “predict,” “continue,” “could,” “confident,” “confidence,” or “should,” or, in each case, their plural, their negative or other variations, or comparable terminology. There can be no assurance that actual results will not materially differ from expectations. Such statements include, but are not limited to, any statements relating to our financial and business performance, including with respect to the Omada Health platform, our marketing campaigns, investments in innovation, the solutions accessible on our platform, and our infrastructure, and the underlying assumptions with respect to the foregoing; statements relating to events and trends relevant to us, including with respect to our regulatory environment, financial condition, results of operations, short- and long-term business operations, objectives, and financial needs; expectations regarding our mobile applications, market acceptance, user experience, customer retention, brand development, our ability to invest and generate a return on any such investment, customer acquisition costs, operating efficiencies and leverage (including our fulfillment capabilities), the effect of any pricing decisions, changes in our product and offering mix, the timing and market acceptance of any new products or offerings, the timing and anticipated effect of any pending or recently completed acquisitions, the success of our business model, our market opportunity, our ability to scale our business and expand internationally, the growth of certain of our specialties, our ability to innovate on and expand the scope of our offerings and experiences, including through the use of data analytics and artificial intelligence, our ability to reinvest into the customer experience, our ability to comply with the extensive, complex, and evolving legal and regulatory requirements applicable to our business, including without limitation state and federal healthcare, privacy and consumer protection laws and regulations, and the effect or outcome of litigation or governmental actions in relation to any such legal and regulatory requirements. We caution you that the foregoing list does not contain all of the forward-looking statements made in this Quarterly Report on Form 10-Q.

The forward-looking statements contained in this Quarterly Report on Form 10-Q are based on our current expectations and beliefs concerning future developments and their potential effects on us. Future developments affecting us may not be those that we have anticipated. These forward-looking statements involve a number of risks, uncertainties (some of which are beyond our control), and other assumptions that may cause actual results or performance to be materially different from those expressed or implied by these forward-looking statements. These risks and uncertainties include, but are not limited to, those factors discussed in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and Part II, Item 1A, “Risk Factors” in this Quarterly Report on Form 10-Q, as well as other documents that may be filed by us from time to time with the U.S. Securities and Exchange Commission. Should one or more of these risks or uncertainties materialize, or should any of our assumptions prove incorrect, actual results may vary in material respects from those projected in these forward-looking statements. Moreover, we operate in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for us to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this Quarterly Report on Form 10-Q. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results, events, or circumstances could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this Quarterly Report on Form 10-Q relate only to events as of the date on which the statements are made available. We undertake no obligation (and expressly disclaim any obligation) to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based upon information available to us as of the date of this Quarterly Report on Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all potentially available relevant information. These statements are inherently uncertain, and you are cautioned not to unduly rely upon these statements.

You should read this Quarterly Report on Form 10-Q and the documents that we reference in this Quarterly Report on Form 10-Q and have filed as exhibits to this Quarterly Report on Form 10-Q, completely and with the understanding that our actual future results may be materially different from what we expect. We qualify all of the forward-looking statements in this Quarterly Report on Form 10-Q by these cautionary statements.

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Item 1. Financial Statements (unaudited)

OMADA HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(in thousands, except per-share data, unaudited)


	March 31, 2026		December 31, 2025
Assets
Current assets
Cash and cash equivalents	$	211,765	$	222,036
Accounts receivable, net (1)	39,985		34,585
Inventory	3,831		4,486
Deferred commissions, current	4,019		3,539
Prepaid expenses and other current assets (2)	9,827		8,288
Total current assets	269,427		272,934
Property and equipment, net	8,455		7,942
Deferred commissions, non-current	9,475		8,711
Intangible assets, net	1,975		2,414
Goodwill	13,240		13,240
Other assets	226		165
Total assets	$	302,798	$	305,406

Liabilities and stockholders’ equity
Current liabilities
Accounts payable (3)	$	8,100	$	10,276
Accrued expenses and other current liabilities (4)	31,227		40,392

Deferred revenue (5)	29,353		25,058
Total current liabilities	68,680		75,726


Other liabilities, non-current	-		-
Total liabilities	68,680		75,726
Commitments and contingencies (Note 5)
Stockholders’ equity
Common stock, $0.001 par value per share; 750,000 and 750,000 shares authorized as of March 31, 2026 and December 31, 2025, respectively; 59,240 and 58,429 shares issued and outstanding as of March 31, 2026 and December 31, 2025, respectively	59		58
Additional paid-in capital	693,773		686,366
Accumulated deficit	(459,714)		(456,744)
Total stockholders’ equity	234,118		229,680
Total liabilities and stockholders’ equity	$	302,798	$	305,406

(1)Includes amounts from a related party of $25.8 million and $22.8 million as of March 31, 2026 and December 31, 2025, respectively.

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

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

(4)Includes amounts from a related party of $6.9 million and $4.9 million as of March 31, 2026 and December 31, 2025, respectively.

(5)Includes amounts from a related party of $22.2 million and $18.8 million as of March 31, 2026 and December 31, 2025, respectively.

See accompanying notes to unaudited condensed consolidated financial statements.

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OMADA HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except per-share data, unaudited)


	Three Months Ended March 31,
	2026		2025
Revenue
Services (1)	$	69,594	$	49,496
Hardware (2)	8,454		5,467
Total revenue	78,048		54,963
Cost of revenue
Services (3)	14,449		12,744
Hardware	14,906		10,319
Total cost of revenue	29,355		23,063
Gross profit	48,693		31,900
Operating expenses
Research and development (4)	12,697		8,806
Sales and marketing (5)	26,787		20,170
General and administrative (6)	13,990		11,320
Total operating expenses	53,474		40,296
Operating loss	(4,781)		(8,396)
Other income (expense), net
Interest expense	(18)		(1,074)
Interest income	1,829		542
Change in fair value of warrant liabilities	-		(520)
Total other income (expense), net	1,811		(1,052)
Loss before provision for income taxes	(2,970)		(9,448)
Provision for income taxes	-		-
Net loss and comprehensive loss	$	(2,970)	$	(9,448)

Net loss per share - basic and diluted	$	(0.05)	$	(1.15)

Weighted-average shares outstanding - basic and diluted	58,923		8,241

(1)Includes amounts from a related party of $46.0 million and $29.9 million for the three months ended March 31, 2026 and 2025, respectively.

(2)Includes amounts from a related party of $5.1 million and $3.4 million for the three months ended March 31, 2026 and 2025, respectively.

(3)Includes amounts from a related party of $1.3 million and $1.2 million for the three months ended March 31, 2026 and 2025, respectively.

(4)Includes amounts from a related party of $0.7 million and $0.5 million for the three months ended March 31, 2026 and 2025, respectively.

(5)Includes amounts from a related party of $8.4 million and $5.6 million for the three months ended March 31, 2026 and 2025, respectively.

(6)Includes amounts from a related party of $0.5 million and $0.3 million for the three months ended March 31, 2026 and 2025, respectively.

See accompanying notes to unaudited condensed consolidated financial statements.

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OMADA HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF REDEEMABLE CONVERTIBLE PREFERRED STOCK

AND STOCKHOLDERS’ EQUITY (DEFICIT)

(in thousands, unaudited)


	Three Months Ended March 31, 2026
	Redeemable Convertible Preferred Stock			Common Stock			Additional Paid-in Capital		Accumulated Deficit		Total Stockholders' Equity
	Shares	Amount		Shares	Amount
Balance as of December 31, 2025	-	$	-	58,429	$	58	$	686,366	$	(456,744)	$	229,680
Issuance of common stock upon exercise of stock options	-	-		781	1		3,246		-		3,247
Issuance of common stock upon settlement of restricted stock units, net of shares withheld for employee taxes	-	-		30	-		-		-		-
Taxes paid related to net share settlement of equity awards	-	-		-	-		(127)		-		(127)
Share-based compensation expense	-	-		-	-		4,288		-		4,288
Net loss and comprehensive loss	-	-		-	-		-		(2,970)		(2,970)
Balance as of March 31, 2026	-	$	-	59,240	$	59	$	693,773	$	(459,714)	$

SEC Form 10-Q filed by Omada Health Inc.