Oura
Profitable.
And $89.53 a Share in the Red.
On September 3, 2026, Oura Inc. filed an S-1 with the SEC. It sells a smart ring worn on the finger that measures sleep and heart rate. It has 5.0 million Paid Members. Revenue for the latest nine months, through June 30, 2026, was $1,214.5 million, up 74% year over year. Net income was positive too, at $60.8 million.
In the same nine months, the company spent $1,172.9 million buying back its own stock. That is 96.6% of revenue. It also drew $375.0 million from its bank facility, which the management’s discussion section says it used primarily to fund those repurchases and for other general corporate purposes.
When a company pays more for preferred stock than the amount carried on its books, accounting treats the excess as a dividend to the preferred holders. Here that excess was $985.0 million. Subtract it from the $60.8 million of net income and the result attributable to common stockholders flips to a loss of $924.3 million. Per share, that is $89.53 in the red.
The company does not hide any of this. In the capital allocation section of the prospectus it writes that it manages the business to compound long-term value per share, and it presents as an achievement that over two years the price per share of its most recently issued preferred rose 260% while its implied enterprise value rose 215%. Five million people wearing a ring, and a company buying its own shares back. Both are in the same document.
Ten questions. We lay out only what the S-1 says.
Question 1
What is this company, really?
Primary source · from the S-1
Prospectus Summary (Our Mission & Founding, p.1 onward), Business (The Oura Platform, p.122 onward) — from the S-1
In one line: a ring that measures the body almost around the clock.
What Oura sells is a titanium band. The latest Oura Ring 5 is 6.09 mm wide and 2.28 mm thick. No screen, no notifications. Sensors on the inside shine light through the finger and read the movement of blood. Those signals go to a phone app and become more than 50 metrics across sleep, activity, stress, heart, metabolic and women’s health.
The design philosophy fits in one line: because it has no screen, you never take it off. In the most recent quarter, Paid Members wore the ring for a median of approximately 23 hours a day. Unlike a watch, it does not need to come off at night to charge.
Why the finger? The prospectus is direct about it. The finger is densely vascularized, and the optical signal it yields can be up to 100 times stronger than the wrist. A stronger signal is, in the end, accuracy.
And the company puts numbers on that accuracy: approximately 99% for heart rate, 98% for heart rate variability, 96% for ovulation tracking, and 96% for sleep. Approximately 87% of members say accuracy was a key reason behind their purchase decision.
Further back in the same document, though, there is a note that a class action was filed in August 2026 alleging that this advertising is false. The distance between those two passages is the subject of Question 9.
What accumulates is expressed not as metrics but as volume: approximately 41.8 billion hours of biometric data. That is what more than a decade of people keeping a ring on almost around the clock, across 56 markets, adds up to.
No screen, so it never comes off. It never comes off, so the data accumulates.
Question 2
What does it compete on?
Primary source · from the S-1
Business (Our Competitive Strengths, p.147 onward), Business (Competition, p.162 onward) — from the S-1
The company rests its case on three pillars.
The competition is not small. The prospectus names three kinds. General-purpose smartwatches from Apple, Google (including Fitbit) and Samsung. Fitness-oriented wearables, mostly wrist-based, such as Coros, Garmin and Whoop. And software companies that deliver device-agnostic insights. Many of these competitors, the filing says, have substantial resources, diversified product portfolios, established supply chains and distribution channels, and strong global brand recognition.
Three reasons are offered for why Oura can still win.
It moved the measurement from the wrist to the finger
The first is the signal strength from Question 1. The finger carries denser vasculature than the wrist, so the optical reading is stronger. At night, when the body is still, the variance is smaller. The company frames this as being able to catch small departures from a personal baseline earlier.
There is also a burden the watch form factor carries that the ring does not. With no notifications and no screen, nothing gives you a reason to take it off, in a meeting or in bed. The prospectus calls this near-constant wear a unique data moat.
1,140 patents, and 50 PhDs on staff
The second is the intellectual property around the shape, and the organization behind it. As of June 30, 2026 the company held more than 1,140 patents and patent applications, spanning hardware design, sensing, and the capture and analysis of longitudinal biometric data.
In-house it has more than 50 PhDs and five MDs, and works with more than a dozen academic partners. It has collaborated with the National University of Singapore since 2019; over seven years that partnership has produced 23 research studies, more than 5,250 participants within Singapore and 20 scientific publications. The opening of a joint lab was finalized in October 2025 and publicly announced in January 2026.
More data means the next feature ships sooner
The third is the loop that turns the first two. The prospectus lays it out as six stages forming a circle: attract and retain members, deeper longitudinal data, more powerful AI models, faster hardware and feature development, more member engagement, better health outcomes. And then back to the start.
The strength of that loop shows up in a number. The share of monthly users who open the app on a given day — daily actives over monthly actives — was approximately 65%. Members open the app more than 3.5 times a day on average. For a health product, that is a high frequency.
One of the competitors is also a plaintiff
Having set out the three pillars, the prospectus adds one more fact. On December 12, 2025, two Samsung entities filed a complaint with the U.S. International Trade Commission. They allege infringement of four patents. The relief sought could include restrictions on the importation of certain Oura Ring products, the filing says.
Competition and litigation are running at the same time, with the same counterparty. Question 9 takes it further.
A ring you never remove collects data, and the data calls the next feature.
Question 3
How big is the market?
Primary source · from the S-1
Business (Our Market Opportunity, p.144 onward) — from the S-1
The market is presented in two tiers.
The first tier is where the company fights today. According to the research firm IDC, global shipments of wearable devices over the trailing twelve months totalled approximately 212 million units. Oura sold 3.6 million rings in the same period, which is approximately 2% of the world market.
The second tier sits outside it. Fitness trackers, health and wellness coaching apps, contraception and fertility apps, digital therapeutics, and connected biosensors for glucose and blood pressure. Add those five categories together and the total exceeds $90 billion in 2026, the filing says, citing estimates from Statista. The company treats that as its serviceable addressable market.
The footnote breaks it down: fitness trackers $44.9 billion, coaching apps $22.3 billion, digital therapeutics $8.4 billion, connected biosensors $13.1 billion, contraception and fertility apps $2.6 billion. It notes that some categories assume future marketing authorizations.
Beyond that sits preventative healthcare itself. Approximately 612 million people worldwide with cardiovascular disease, 936 million with sleep apnea, 110 million with infertility, 3 billion living overweight or with obesity. The highest costs, the company writes, are often the ones that could have been prevented.
The numbers are grand; the surface actually being sold to is narrower. Over the latest nine months, less than 20% of hardware revenue was generated outside the United States. This is a company holding 2% of a world market, and holding most of it in one country.
Two percent of the world. And most of that two percent is the United States.
Question 4
Who actually uses it?
Primary source · from the S-1
Prospectus Summary (Our Members, p.6 onward), Business (Partner Ecosystem, p.125 onward) — from the S-1
The membership does not look like the average wearable customer.
There were 5.0 million Paid Members at the end of June 2026. The composition tells you a great deal about the company.
Membership as of June 30, 2026:
Women are 72%. And since fiscal 2024 female members have compounded at approximately 143% a year against approximately 94% for male members — the women are growing faster. The explanation offered is a path that runs across life stages: cycle tracking, conception, pregnancy, menopause.
The other striking figure is how many members are managing something. In the 2026 membership survey, more than half reported at least one chronic condition. Of those, 80% said they refer to their Oura data when making decisions about it. Fifteen percent of U.S. members work in healthcare.
Among new buyers, 33% report that Oura is their first wearable, 29% that they replaced an existing one, and 37% that they wear another device alongside it. The company argues it is not only taking share but enlarging the category.
The shelf space leans on a few large retailers
On how it gets bought: over the latest nine months, approximately 49% of hardware revenue was generated through the retail channel. The filing describes the model as direct-to-consumer combined with a wholesale channel that takes in both retail and enterprise partners. The named partners are Amazon, Best Buy, Costco, Harrods and Target. The product sits in approximately 8,400 retail doors worldwide.
In the risk factors there is one quiet line. While we have agreements with our largest retail partners, it says, these agreements generally do not require them to purchase any minimum or other meaningful amount of Oura Ring from us. The partners that carry nearly half of revenue are under no obligation to buy anything tomorrow.
What the company has not given away is the direct relationship. Whichever shelf the ring is bought from, the membership is activated with Oura, so the full economics of the subscription stay in-house.
The ring becomes an instrument of insurance and of care
The other face of the business is its institutional partnerships. The prospectus lays out seven of them with photographs. Three are not consumer-device stories at all.
Three partnerships that show a different way of selling
— life insurance
launched with the
John Hancock
Vitality Program
points for sleep and
mindfulness, and
premium savings
not surveilled” — the
insurer never sees a
member’s individual
health data. Oura converts
the signals into
points and status.
— Medicare Advantage
offered to eligible
members at no
additional cost
eligible plans
(vs +1.0%), low-intensity
activity +17.2%
(vs +0.5%)
members and 800 control
subjects, January 20 to
May 1, 2025.
— contraception
automatically to an
FDA-cleared birth
control app
(a Class II device)
(June 30, 2026)
thermometer from
the morning routine.
What the three have in common is that Oura is used not as a standalone consumer product but as a component inside somebody else’s service. How each one involves the ring differs. The life insurer has members buy it at a discount and gives premium savings as members advance their Vitality Status, the Medicare Advantage operator provides it to eligible members at no additional cost, and the contraception app uses it as a temperature input. Only in the middle case does the prospectus say the ring comes at no additional cost.
The remaining four partnerships are distribution and research. Best Buy carries the ring in more than 1,000 stores across the U.S. and Canada (70% of the U.S. population lives within 10 miles of one). In the U.K., John Lewis stocks it in all 34 stores and, the retailer has reported, one in two rings sold there is an Oura Ring. Dexcom connects its over-the-counter glucose biosensor Stelo. And the National University of Singapore is the research counterparty.
| Counterparty | Since | What it means for Oura |
|---|---|---|
| Amazon / Best Buy / Costco / Harrods / Target | Best Buy April 2023; others not stated | Carry about half of hardware revenue. Generally no minimum purchase |
| John Hancock (life insurance) | May 2023 | Premium savings in exchange for sustained behavior |
| Essence Healthcare (Medicare Advantage) | October 2024 | Provided to eligible Medicare Advantage members at no additional cost. Over 25% member adoption in 2025 for eligible plans |
| Natural Cycles (contraception app) | August 2022 | Becomes an input device for a medical device. More than 450,000 women use both |
| Dexcom (Stelo glucose biosensor) | November 2024 | Puts glucose next to sleep and meals |
| U.S. Department of Defense | (not stated) | An enterprise customer, and a source of cybersecurity obligations |
The buyer is not always the wearer. Insurers and a government are customers too.
Question 5
How does it make money?
Primary source · from the S-1
MD&A (Core Principles of Our Financial Model, p.90 onward), Business (The Oura Platform, p.122 onward) — from the S-1
Two floors: sell the ring, then collect every month.
The ground floor is the ring. Oura Ring 5 launched on June 4, 2026 at manufacturer’s suggested retail prices starting at $399 and rising to $499. Hardware was approximately 80% of revenue over the latest nine months.
The second floor is the membership. In the United States it is $5.99 per month or $69.99 per year. It was approximately 20% of revenue over the same nine months, at a gross margin of 89%.
The conversion rate to that second floor is the load-bearing part of the design. Historically, over 94% of ring activations convert to Paid Members. A 30-day trial shows the full platform first. Approximately 63% of new members start on an annual plan.
So the count of rings sold and the count of Paid Members grow at almost the same speed. Paid Members went from 1.5 million at the end of December 2024 to 5.0 million at the end of June 2026, with growth above 100% year over year for seven consecutive quarters.
Revenue per ring is falling
Not everything is going up. Revenue per unit was $332 in fiscal 2024, $326 in fiscal 2025 and $311 over the latest nine months. The company attributes the decline to channel mix, generation mix, partnership structures, and discounts and sales incentives.
List prices have gone the other way. Ring 3 started at $299 to $549, Ring 4 at $349 to $499, Ring 5 at $399 to $499. The list price rises and the realized amount falls. The gap is what a larger wholesale share costs.
Repeat purchases, a pillar still small
One more number is growing. Repeat purchases — a new activation by someone who already owns an Oura Ring — were 5% of rings sold in fiscal 2024, 9% in fiscal 2025 and 11% over the latest nine months. The fiscal 2023 group of members has purchased over 30% more rings since first activation.
And the filing states plainly that there is currently no formal trade-in or repeat purchaser discount program. The repeat buying is happening without a discount.
The screens next to medication
What is inside the app is part of the revenue story too. The screenshots reproduced in the prospectus show a feature that reads nutrition from a photograph of a meal, the waveform from a Dexcom glucose biosensor, an offer to run more than 50 blood biomarkers for $99, and a screen for logging GLP-1 doses. Another screen holds a field for the medications a member is taking.
A line is drawn from the drug side as well. The prospectus names LillyDirect, Eli Lilly and Company’s digital health platform, as a connected care partner. On the amount, the notes say the company entered into a $50.0 million SAFE with an accredited investor in June 2026. In a separate section the filing says that in July 2026 it issued a SAFE instrument to Eli Lilly and Company; that passage carries no amount. It converts into common stock immediately prior to the completion of the offering.
| FY2024 | FY2025 | Latest 9M | |
|---|---|---|---|
| Revenue (total) | $406.8M | $907.9M | $1,214.5M |
| of which hardware | 81% | 83% | 80% |
| of which membership | 19% | 17% | 20% |
| Rings Sold | 1.0 million | 2.3 million | 3.1 million |
| Paid Members (period end) | 1.3 million | 2.9 million | 5.0 million |
| Revenue per unit | $332 | $326 | $311 |
The list price goes up. What actually comes in per ring goes down.
Question 6
Are the numbers healthy?
Primary source · from the S-1
MD&A (Results of Operations, p.97 onward), MD&A (Liquidity and Capital Resources, p.109 onward) and the notes (F-1 onward) — from the S-1
Four things do not sit right. They are unpicked in order.
The surface is clean. Revenue went from $406.8 million in fiscal 2024 to more than $1.2 billion over the latest nine months. Gross margin over the latest nine months rose to 55% from 51% in the same period a year earlier. Operations brought in $328.0 million of cash over nine months.
Oddity 1: net income for fiscal 2025 was $12,000
Pre-tax income for the year to September 2025 was $23.57 million. Subtract $23.56 million of income tax and what remains is $12,000. A year with more than $900 million of revenue ended with a final profit of twelve thousand dollars.
The effective tax rate was 99.9%. The reason is in the same section: the valuation allowance for deferred tax assets. In plain terms, tax assets that could have been set against future profits were written down as unusable for now.
The notes weigh both sides: the negative evidence is the company’s cumulative history of worldwide losses, including over the past three years, the positive evidence is management’s projections of future taxable income, and greater weight was given to the negative. This was the year a company that had only just turned profitable reappraised its tax assets on the strength of its past losses.
Oddity 2: revenue grew 74% and the margin got thinner
The measure the company offers as its underlying performance, Adjusted EBITDA, was $106.7 million over the latest nine months, up from $83.5 million a year earlier.
As a share of revenue, though, it fell from 12% to 9%. Revenue grew 74% and the margin lost three points.
The prospectus gives no reason for that fall in the margin itself. Lay the numbers side by side and gross margin actually improved, from 51% to 55%. The difference is in operating expenses, which grew from $295.8 million to $591.0 million, or 100%, while revenue grew 74%.
On gross margin there is one thing the company volunteers. Gross margins in the latest nine months and the year-earlier period were affected by elevated warranty reserves related to battery performance issues affecting certain cohorts of Oura Ring 4 devices.
Cut by fiscal year and the margin runs the other way: 65% in fiscal 2024 down to 52% in fiscal 2025, a drop of 13 points. The same company’s margin rises or falls depending on the window you choose.
Oddity 3: a profitable company drew $375.0 million from a bank
Over the latest nine months, $741.8 million of cash left through financing activities. A year earlier the figure was $44.5 million. It grew more than sixteen-fold in a year.
In the same period the company drew $375.0 million under its revolving credit facility. The facility itself was widened twice in six months, from $250.0 million to $500.0 million on January 23, 2026 and to $525.0 million on June 4.
The use is disclosed. The borrowings were used primarily to fund repurchases of our common and redeemable convertible preferred stock and for other general corporate purposes. A profitable company, with cash coming in from operations, borrowed in order to buy its own shares.
Oddity 4: profitable, and $89.53 a share in the red
Then, on the last line of the income statement, the number turns over. Net income is $60.8 million, positive. Below it, $985.0 million is deducted as a deemed dividend to holders of redeemable convertible preferred stock, and the result attributable to common stockholders becomes a loss of $924.3 million. Per share, $89.53 in the red.
The reveal — the price paid, against the price on the books
The mechanism is simple. When the company buys back preferred stock and pays more than the amount carried on its books, the excess is treated as something handed to the preferred holders beyond their due. Accounting calls that a dividend and deducts it from what belongs to the common.
Over the latest nine months the company repurchased 27,933,119 preferred shares for $1,091.9 million (that schedule excludes $1.4 million of Finnish capital transfer taxes paid on behalf of the sellers). The carrying value derecognized was $108.3 million. Of the $985.0 million excess, $979.5 million was recorded as an increase in accumulated deficit.
The cash genuinely left. Common stock repurchases account for a further $79.5 million. And the financing section of the cash flow statement carries a single line for repurchases of common and redeemable convertible preferred stock: $1,172.9 million — 96.6% of the $1,214.5 million of revenue in the same nine months.
| FY2024 | FY2025 | Latest 9M | |
|---|---|---|---|
| Revenue | $406.8M | $907.9M | $1,214.5M |
| Income from operations | $13.4M | $45.3M | $71.2M |
| Net income | $3.6M | $0.012M | $60.8M |
| Deemed dividend to preferred | −$12.2M | −$186.1M | −$985.0M |
| Attributable to common stockholders | −$8.6M | −$186.1M | −$924.3M |
| Per share | −$0.59 | −$17.07 | −$89.53 |
| Weighted-average shares | 14,398,386 | 10,901,942 | 10,323,194 |
| Cash from operations | $28.2M | $121.7M | $328.0M |
| Cash from financing | −$41.7M | $653.9M | −$741.8M |
The cash really did leave. What shrank was the number of shares.
Question 7
Who runs it?
Primary source · from the S-1
Management (p.176 onward) and Executive and Director Compensation (p.184 onward), Business (Legal Proceedings, p.173 onward) — from the S-1
Not one founder is named anywhere in this prospectus.
Twelve people are listed by name and age as executive officers, directors and director nominees. Not one biography describes anybody as a founder of Oura. The words founder and co-founder do appear, repeatedly — but every one of them belongs to some other company: Lateralus Holdings, Utomic, Wolt. Counting the “Founding Partner” of Lifeline Ventures changes nothing.
There is exactly one place in this document of more than 300 pages where the people of the founding era appear. Just after the financial statements end and before the back cover sits a photograph, taken outdoors, of a dozen or so people. The words beneath it are “The Oura Team, 2015”. Not a single name.
The people in charge come from consumer software
Chief Executive Officer Thomas Hale, 57, took the job in March 2022. His track runs Adobe, Linden Lab, the vacation rental marketplace HomeAway, and the survey company SurveyMonkey, later Momentive AI. Consumer software, not healthcare.
Chief Financial Officer Sean Brecker, 51, was CEO and then CFO of the meditation app Headspace. The app screens reproduced in the prospectus carry meditation content provided by that same Headspace.
Chief Operating Officer Michael Chapp, 48, has been there since 2019 and served as interim CEO from December 2021 to April 2022.
Chairman David Shuman, 57, joined the board in 2016, became chairman in September 2025, and became Executive Chairman in the same month the S-1 was filed. He began at Goldman Sachs in investment banking and spent more than a decade after that as a public markets investor.
A company with 1,140 patents paid $1,829 for an invention
One row of the compensation table is worth reading twice. For the fiscal year to September 2025, the bonus column for Chief Operating Officer Michael Chapp reads $1,829. The footnote explains: a one-time cash invention bonus for his contribution to one of our patents.
The same company, as Question 2 set out, holds more than 1,140 patents and applications. This is not a per-patent rate; it is the record of what was paid for this one.
In the same table, Chief Executive Officer Thomas Hale’s salary for that year was $550,000, and his total with the performance bonus was $1,045,952. The Stock Awards column of that table is blank for both the CEO and the CFO.
The former CEO is suing the company, the CFO and directors
The name of former chief executive Harpreet Singh Rai appears twice in Legal Proceedings.
The first action was filed on November 7, 2025, over equity compensation in connection with his departure in December 2021. The second was filed on May 29, 2026 in the U.S. District Court for the District of Delaware. The defendants are the company, its chief financial officer, and certain of its directors. At issue is an equity repurchase agreement Mr. Rai entered into in September 2024.
The claims alleged are heavy: equitable fraud, state and federal securities fraud, breach of fiduciary duty and aiding and abetting thereof, and negligent misrepresentation. He is seeking rescission and restitution, among other relief. The company says each of these actions is without merit and that it intends to defend against them vigorously.
One line for orientation: that suit concerns a repurchase in September 2024, and the buybacks in Questions 6 and 8 happened a year later.
Three more suits over promised equity
The same section carries three more actions from people who say they were promised stock for advisory or marketing work. One of the plaintiffs is Peter Attia. He filed in July 2023, and a jury trial is stated to be currently scheduled for August 31, 2026.
There is also a flow of money worth noting. A subsidiary lent the chief financial officer, Sean Brecker, $2.5 million in December 2025 and $500,000 each in March and April 2026. The board had authorized up to $5.0 million. All three notes were repaid in full on July 8, 2026 — two months before the filing.
In a document with no founder’s name, only the former CEO appears — as a plaintiff.
Question 8
Who controls it?
Primary source · from the S-1
Description of Capital Stock (p.209 onward) and Principal and Selling Stockholders (p.203 onward), MD&A (Capital Allocation, p.111 onward) — from the S-1
There is no voting trick here. What moves instead is the share count.
Start with the surprise. On completion of the offering, Oura will have a single class of stock. One share, one vote. This is not the dual-class structure in which founders hold ten or twenty votes a share. The preferred series outstanding today all convert into common stock immediately before the listing. No reason is given, but as Question 7 showed, there is no founder to concentrate votes in.
What goes in instead is structural. Under the amended charter that takes effect at the completion of the offering, the board will be divided into three classes with staggered three-year terms; it cannot be replaced in a single year. The board will also be able to designate and issue new series of preferred stock without stockholder approval.
Four holders above 5%
Four names are given as holders of more than 5%: funds and accounts advised or managed by subsidiaries of FMR LLC, the consumer-focused venture firm Forerunner Ventures, Bedford Ridge Investment Company I LP, and Finland’s Lifeline Ventures.
How much each of them holds, though, is blank throughout. In this first S-1 neither the number of shares to be sold nor the offering price has been set. The share counts and the percentages will be filled in when the amendment carrying the price arrives.
The prices paid on the way back form a staircase
Here is the substance. Line up what the company paid to buy back its own stock over the past two years and it forms a staircase.
In the year to September 2025, common stock was repurchased at prices ranging from $9.77 to $17.98 a share. Over the latest nine months, preferred and common together, the range is $17.71 to $56.12 (common alone, $25.81 to $56.12). Compare the tops alone and it is more than a threefold rise in a year.
The first step of that staircase is $17.71 a share. In September 2025 the company entered into a forward purchase arrangement with two investment banks to buy 5,438,236 preferred shares back from preferred stockholders. It settled physically on January 9, 2026 for $96.4 million.
In the same month, new shares were sold at $53.57
In that same September 2025, the company did something else. It sold Series E preferred stock to funds affiliated with FMR at $53.57 a share, raising approximately $629.6 million. The Series E round that month raised approximately $908 million in total, most of it from those FMR-affiliated funds.
So in one month it sold new stock at $53.57 on one side and arranged to buy existing stock back at $17.71 on the other. The shares being bought were Series C and C-1, a different series from the Series E being sold. The prospectus records the two transactions in separate sections, in separate contexts, and offers no explanation of the gap in price.
The largest single step came four months later. On February 19, 2026 the company repurchased 13,295,528 preferred shares as part of a tender offer at $40.18 a share, for a total payment of $534.2 million. The 1,617,721 Series B shares bought from Forerunner Ventures for $65.0 million, excluding estimated withholdings — the firm where director Eurie Kim is a partner — were bought at that same $40.18.
The share count used for per-share math fell nearly 30% in two years
Repurchased shares are retired. The weighted-average share count used in per-share calculations accordingly fell from 14,398,386 in fiscal 2024 to 10,901,942 in fiscal 2025 to 10,323,194 over the latest nine months. Down nearly 30% in two years.
The company says it is doing this on purpose. The capital allocation section opens with it.
And it presents the result. Over two years the price per share of the most recently issued preferred rose from $14.87 to $53.57, up 260%, while implied enterprise value went from $3.065 billion to $9.656 billion, up 215%. The price per share grew faster than the price of the whole company.
Some of the chairman’s shares are pledged against his own borrowings
Two further things sit in the footnotes to the ownership table.
The first concerns Executive Chairman David Shuman’s holdings. Two holding companies hold them through family trusts for him and his immediate family, and a number of those shares are pledged as collateral to secure certain personal indebtedness of Mr. Shuman. The number is blank.
The second is in the back half of the same footnote. An entity whose sole member is a Shuman family trust holds a special limited partnership interest entitling it to 50% of the carried interest and management fees otherwise allocable to the general partner of Bedford Ridge Investment Company I LP. The footnote adds that Mr. Shuman does not have voting or investment power over any shares held by Bedford Ridge Investment Company I LP.
| When | What was bought | Price per share |
|---|---|---|
| Fiscal year to September 2025 | Common stock | $9.77 / $10.26 / $16.70 / $16.90 / $17.71 / $17.98 |
| Arranged September 2025, settled January 9, 2026 | Preferred, via two investment banks | $17.71 |
| February 19, 2026 | Preferred, tender offer | $40.18 |
| February 2026 | Series B from Forerunner Ventures | $40.18 |
| Latest nine months (excluding the forward above) | Preferred and common, various | $25.81 to $56.12 |
| (for reference) September 2025 | Series E issued to FMR-affiliated funds | $53.57 |
Not votes. Value is concentrated by shrinking the number of shares.
Question 9
What is it afraid of?
Primary source · from the S-1
Risk Factors (p.21 onward), Business (Legal Proceedings, p.173 onward) — from the S-1
Seven of the things the company writes down as worries.
1. The claim of 96% accuracy is alleged to be false advertising
This piece reads this as the heaviest passage in the document. On page 2 the company writes that sleep accuracy is approximately 96%. On page 57 of the same document it writes this.
The company goes on to say that allegations of this nature could undermine member and consumer trust in the accuracy of our metrics. Accuracy, as Question 1 set out, is what 87% of buyers cite as a key reason for buying. It is the product.
For context, the filing notes that the FTC’s claim substantiation doctrine requires advertisers to have a reasonable basis for objective product claims at the time they are made, and that health and performance claims are generally held to a higher substantiation standard.
2. Samsung is seeking to block imports
On December 12, 2025 two Samsung entities filed with the ITC. They allege infringement of four patents, including patents relating to software and printed circuit board design. The relief sought could include restrictions on the importation of certain Oura Ring products.
Oura owns no factories; all manufacturing is done by third parties. And its supply chain is geographically concentrated in Northern Europe and Asia, the filing says. What an import restriction would mean is not hard to picture.
Separately, Omni MedSci filed in the Eastern District of Texas on December 20, 2025, seeking approximately $120 million in damages. The company says it believes each of these claims is without merit and intends to defend against them vigorously.
3. The Department of Defense expects new contracts to comply by the end of October
The U.S. Department of Defense is on the customer list. That makes the company contractually required to protect controlled unclassified information and to comply with NIST SP 800-171.
On top of that sits CMMC, a newer certification regime. The DoD expects that nearly all new contracts will be required to comply with the CMMC by October 31, 2026, the prospectus says. And the company’s own position is that it is in the process of evaluating its readiness and preparing for the requirements.
4. The partners carrying half of revenue owe it no orders
As Question 4 set out, over the latest nine months, approximately 49% of hardware revenue moves through the retail channel. The counterparties are a small number of large retailers including Amazon, Best Buy and Target, and the agreements generally do not require any minimum purchase. The company adds that it expects this reliance to increase.
5. No factories, and some parts have a single source
We do not own or operate manufacturing facilities. Most components are dual-sourced, but for some the company relies on a single source. Tariffs and trade tensions are listed as a separate risk.
6. Where the medical-device line falls differs by country
Certain products and features are sold on the premise that they are general wellness products outside the FDA’s medical device regime. The Fertile Window feature, though, is already regulated as a medical device in certain jurisdictions.
In Europe the Fertile Window feature is already registered as a self-certified Class I medical device software under the EU MDR. Even so, the line is hard to read. There is a carve-out for software intended for lifestyle and well-being purposes, but where the line falls is determined case by case by the national competent authority in each member state. A different determination would bring conformity assessment and post-market surveillance obligations with it.
7. The company writes that some holders are not bound by the lock-up
The last one is a disclosure about the mechanics of going public.
The company notes that it has a large number of stockholders who acquired their interests over an extended period of time and under a number of different agreements. Then it writes that it believes holders of beneficial interests who are not record holders and are not bound by market standoff or lock-up agreements could enter into transactions with respect to those interests.
And it adds that any such transaction, or the market’s perception that one may occur, could cause its stock price to decline. The length of the lock-up itself is left blank in this first S-1.
Accuracy, patents, a deadline, the shelf, the parts, the rules — and the selling.
Question 10
What becomes of the money it raises?
Primary source · from the S-1
Use of Proceeds (p.80 onward) and Capitalization (p.82 onward), Underwriting (p.228 onward) — from the S-1
Note: This analysis draws only on the facts in the S-1. The final IPO price, the listing date, post-listing share performance and trading demand are not in the filing and fall outside its scope.
On what the money is for, the company writes that it has not decided.
This S-1 is a first filing. The number of shares, the price range and the proceeds are all blank. The use of proceeds section is written all the same, and this is the sentence in it.
“No specific plan for any significant portion”
The words are: as of the date of this prospectus, we have no specific plan for any significant portion of the net proceeds. It goes on to say the money will go to general corporate purposes, including technology development, working capital, operating expenses and capital expenditures, and closes with: we will have broad discretion over the uses of the net proceeds.
Exactly one use is identified by amount — the withholding and remittance the company owes on restricted stock units that vest at the offering. That amount, too, is blank. One further use is named: a portion of the proceeds may go to acquiring or investing in complementary products, technologies or businesses, though the filing adds that there are no agreements or commitments for any material acquisitions or investments at this time.
One thing is missing here. The borrowings from Question 6: of the $375.0 million drawn to fund buybacks, $25.0 million was repaid on August 13, 2026, leaving $350.0 million outstanding under the facility. Repaying it is not among the stated uses. The listing itself, on the other hand, widens the facility: the June amendment makes an additional $245.0 million of commitments available on completion of the offering and satisfaction of certain conditions.
Shares sold by the company, and shares sold by holders
Both newly issued shares and shares held by existing stockholders are being offered. The company will not receive a dollar from the latter.
The underwriters’ option to purchase additional shares is also on the selling stockholders’ holdings, not on new stock from the company. If exercised, it moves more existing holders into cash.
Eighteen underwriters, and one of them
Eighteen underwriters are printed on the cover. Goldman Sachs leads, followed by Morgan Stanley, J.P. Morgan, Allen & Company and Jefferies, with Robinhood Securities at the end of the list. Releases from the lock-up, incidentally, are decided by one firm: Goldman Sachs, as representative of the underwriters.
Elsewhere in the same document, among the director nominees, is Jason Warnick. He was chief financial officer of Robinhood Markets from 2018 to 2026 and its strategic advisor in 2026. He is expected to join Oura’s board after the offering.
There is also a directed share program reserving stock at the offering price for employees and for individuals and entities identified by management. The percentage is blank.
An interlude — what is this offering raising money for?
The ordinary listing is for accelerating a business with the money raised. In Oura’s case operations brought in $328.0 million of cash over nine months, and the use of proceeds section carries no specific plan.
The prospectus gives three purposes: to increase capitalization and financial flexibility, to create a public market for the common stock, and to enable access to the public equity markets for us and our stockholders.
Stockholders are in that third one. Over the latest nine months alone this company bought back $1,172.9 million of its own stock, funded by an investment from FMR-affiliated funds and by bank borrowings. In this offering, new shares from the company and existing holders’ shares are sold together. One reading is that the place where holders turn stock into cash is moving from a private buyback to a public market.
| Listing venue | Nasdaq Global Select Market (ticker: OURA) |
| Shares offered / price range | Not set (blank in the first S-1) |
| Who is selling | Both the company and existing stockholders |
| Option to purchase additional shares | From the selling stockholders. 30 days |
| Stated use of proceeds | General corporate purposes. No specific plan for a significant portion |
| Underwriters | Eighteen. Goldman Sachs leads; Robinhood Securities is last |
| Lock-up | Length blank. Releases decided by Goldman Sachs |
| Revolving facility balance | $350.0 million. Repayment is not among the stated uses |
Why it is raising is written down. What it will spend on is not, yet.
In closing
Beyond the ten questions
What Oura sells is not only a ring. Five million people keep one on almost around the clock, 41.8 billion hours of data accumulate, and the data produces the next feature. Seventy-two percent of members are women, more than half report a chronic condition, and 15% of the U.S. members work in healthcare. A life insurer has members buy it at a discount and gives premium savings as members advance their Vitality Status, a Medicare Advantage plan offers it to eligible members as a benefit at no additional cost, a contraception app uses it as its input device. A machine worn on the finger has been quietly becoming a component of institutions.
But the other half of the same document is about stock. Against $1,214.5 million of revenue over the latest nine months, $1,172.9 million went to buying the company’s own shares back. That is 96.6% of revenue. It also drew $375.0 million from a bank, and the $350.0 million still outstanding under that facility is not among the uses listed for the money this offering will raise. Accounting treats the buybacks as a $985.0 million deemed dividend to the preferred, and $60.8 million of profit flips, on the common stockholders’ ledger, into a loss of $924.3 million.
And not one founder is named. The only trace is a photograph with a dozen or so unnamed people and the line “The Oura Team, 2015”. What appears instead is a former chief executive suing the company, its chief financial officer and certain directors for securities fraud. At issue is a stock repurchase agreement he entered into in September 2024. The counting and the counted. This company is offering both to the market, in one volume.
LIGHT
Light
• 5.0 million Paid Members; twelve-month retention approximately 85%• Revenue of $1,214.5 million over nine months, up 74%, and net income positive• Median wear time approximately 23 hours a day; daily-to-monthly actives approximately 65%• More than 1,140 patents and applications; 50-plus PhDs and five MDs in-house• Insurers, a Medicare Advantage plan and a contraception app build it into their own products
SHADOW
Shadow
• Nine-month buybacks of $1,172.9 million — 96.6% of the $1,214.5 million of revenue in the same period• Attributable to common stockholders: negative, at $89.53 a share• A class action alleging the 96% sleep accuracy claim is false advertising• Samsung has filed at the ITC seeking relief that could restrict imports• No founder is named, and the former CEO is suing for securities fraud
The prospectus says its mission is to empower people to live healthier, longer. The market expects a company that has taken the entrance to preventative health. The accounting says the result attributable to common stockholders is $89.53 a share in the red. At the intersection of those three, Oura is selling stock. The price has yet to be set.
That judgment is now in your hands.
Source: All facts are drawn from Oura Inc.’s S-1 (accession 0001193125-26-381855, filed 2026-09-03).