Oura S-1 filing, read
Oura Inc. filed its S-1/A with the SEC on 21 September 2026. This is what it says, read from the printed pages by code with no AI, in a fixed order: four questions about the business, and the price last. Every figure carries the page it was printed on.
Price range$40 to $44a share, in this filing cover
Revenue$1.2B9M 2026 +74% on the year before p.F-45
Revenue$908MFY2025 +123% on the year before p.F-4
Net result$0.0MFY2025 p.F-7
Operating cash$122MFY2025 p.F-7
Cash$764MFY2025 p.F-3
Debt$3.2MFY2025 p.F-3
What the business does
Oura is an always-on health intelligence platform designed to transform how people understand and manage their health in everyday life. Oura was built to give the body a voice, translating physiological signals across sleep, activity, readiness, stress, heart health, metabolic health, and women’s health into more than 50 metrics and predictive insights. p.1
The five questions
Each reading with the chart behind it. Hover or tap a bar for its figure.
1 of 5Growing
Is revenue really growing?
Revenue grew 123% in FY25. Year to date it is up 74% (9M ’26 on 9M ’25). Only 2 audited years exist; stay humble about calling a trend. Across the audited years it went from $407M in FY24 to $908M in FY25. The filing reports no segment split, so growth cannot be checked business by business.
$1.2BRevenue, 9M ’26 p.F-4
Revenue by year, then year to date p.F-4
$ millions as printed; hover a bar for its figure
Revenue by quarter, three months to each date p.109 p.110
latest quarterthe same quarter a year earlier
2 of 5Self-funded
Does it fund its own growth?
Free cash flow was positive in every period shown. The business paid for its own growth. In FY25 operations produced $122M, capital spending was $22M, and $654M came in from shareholders and lenders.
$100MFree cash flow, FY25 p.F-7
Cash in from operations, cash out on capital spending p.F-7
Operating cash flowCapital spendingFree cash flow
Free cash flow = operating cash flow minus capital spending
3 of 5Equity below zero
Is the debt sane?
Equity is below zero, so the usual debt ratios mean nothing here. The flags show pre-IPO funding that turns into shares at the offering, which is usually why. At FY25 the balance sheet held $764M of cash against $3.2M of debt and $1.6B of convertible preferred stock outside equity.
−$618MEquity, FY25 p.F-3
Cash, debt and equity on the balance sheet p.F-3
CashDebtEquity
At each year end
4 of 5Cash in line
Does the profit show up as cash?
In FY25, reported result $12K against $122M of operating cash. The largest non-cash item in FY25 was “accrued liabilities”, $161M.
$12K / $122MResult / op. cash, FY25 p.F-7
The result against the cash operations produced p.F-7
Net result, profitNet result, lossOperating cash flow
5 of 5Range set
Only then: is the price sane?
A range of $40 to $44 a share is set. The final price comes in the last prospectus. At the middle of the range, the 320.9M shares outstanding after the offering put the market value at $13.5B and the enterprise value, after debt and cash, at $12.2B, 8.6 times revenue for the last 12 months through 9M ’26.
$40 to 44Price range cover
Who controls it
One class of shares, one vote a share
Oura has a single class of common stock, so a holder's share of the vote is its share of the company.
The share classes, in the filing's words
| Class | Votes a share | What the filing says |
|---|---|---|
| Common stock | 1 | Voting Rights Holders of our common stock will be entitled to one vote for each share held on all matters submitted to a vote of stockholders. p.214 |
The owners table, shares held after the offering p.206
| Holder | Group | Common stock shares | Vote |
|---|---|---|---|
| Entities affiliated with FMR LLC | 5% Stockholders | 33,609,862 | |
| Entities affiliated with Forerunner Ventures | 5% Stockholders | 0 | |
| Bedford Ridge Investment Company LLP | 5% Stockholders | 28,510,954 | |
| Entities affiliated with Lifeline Ventures | 5% Stockholders | 15,616,292 | |
| Thomas Hale | Named Executive Officers, Directors, and Director Nominees | 3,554,065 | |
| David Shuman | Named Executive Officers, Directors, and Director Nominees | 12,381,830 | |
| Sean Brecker | 622,772 | ||
| Michael A. Chapp | 7,007,291 | ||
| Timo Ahopelto | 15,616,292 | ||
| Dennis Durkin | 279,490 | ||
| Wen Hsieh | 304,242 | ||
| Eurie Kim | 0 | ||
| Leslie Kilgore | 0 | ||
| Mikko Kuusi | 0 | ||
| David Sze | 0 | ||
| Jason Warnick | 0 | ||
| All executive officers, directors, and director nominees as a group (12 individuals) | 39,848,166 | ||
| Teemu Kurppa | Other Selling Stockholders | 1,544,463 | |
| Elysian Park Ventures, LLC | Other Selling Stockholders | 544,114 | |
| Antti Laitala | Other Selling Stockholders | 1,064,277 | |
| Other selling stockholders that beneficially own between 700,001 and 1,050,000 | Other Selling Stockholders | 2,815,077 | |
| Other selling stockholders that beneficially own between 505,001 and 700,000 shares of common stock | Other Selling Stockholders | 3,022,829 | |
| Other selling stockholders that beneficially own between 300,001 and 505,000 shares of common stock | Other Selling Stockholders | 3,008,376 | |
| Other selling stockholders that beneficially own between 200,001 and 300,000 shares of common stock | Other Selling Stockholders | 2,679,605 | |
| Other selling stockholders that beneficially own between 100,001 and 200,000 shares of common stock | Other Selling Stockholders | 2,048,725 | |
| Other selling stockholders that beneficially own between 50,001 and 100,000 shares of common stock | Other Selling Stockholders | 2,234,994 | |
| Other selling stockholders that beneficially own between 25,001 and 50,000 shares of common stock | 2,521,535 | ||
| Other selling stockholders that beneficially own between 10,001 and 25,000 shares of common stock | 2,458,298 | ||
| Other selling stockholders that beneficially own between 1 and 10,000 shares of common stock | 1,278,980 |
A blank vote cell is under 1% or not printed in this version. Shares include any the holder can acquire within 60 days, as the filing counts them.
Key figures, as printed
From the statements of operations and cash flows
| $ million | FY2024 | FY2025 | 9M 2025 | 9M 2026 | Page |
|---|---|---|---|---|---|
| Revenue | 407 | 908 | p.F-4 | ||
| % change | +123% | ||||
| Revenue, year to date | 698 | 1,215 | p.F-45 | ||
| % change | +74% | ||||
| Net income (loss) | 3.6 | 0.0 | p.F-7 | ||
| % change | -100% | ||||
| Operating cash flow | 28.2 | 122 | p.F-7 | ||
| % change | +331% | ||||
| Free cash flow operating cash flow minus capital spending | 15.0 | 100.0 | p.F-7 | ||
| % change | +565% |
From the balance sheet
| $ million | FY2024 | FY2025 | Page |
|---|---|---|---|
| Cash | 105 | 764 | p.F-3 |
| % change | +626% | ||
| Debt current plus non-current lines, leases as the filing groups them | 138 | 3.2 | p.F-3 |
| % change | -98% |
The financial statements, as printed
Every line in the filing's own order and words. Switch between $ million and $ billion in the table's corner; the column headings stay in view as you scroll down.
Consolidated Statements of Operations p.F-4 p.F-45
| $ million | FY2024 | FY2025 | 9M 2025 | 9M 2026 |
|---|---|---|---|---|
| Revenue | ||||
| Hardware | 331 | 749 | 589 | 974 |
| % change | +126% | +65% | ||
| Membership | 75.5 | 158 | 109 | 241 |
| % change | +110% | +121% | ||
| Total revenue | 407 | 908 | 698 | 1,215 |
| % change | +123% | +74% | ||
| Cost of revenue | 143 | 437 | 342 | 552 |
| % change | +206% | +62% | ||
| Gross profit | 264 | 471 | 356 | 662 |
| % change | +78% | +86% | ||
| Operating expenses | ||||
| Sales and marketing | 108 | 202 | 140 | 258 |
| % change | +87% | +84% | ||
| Research and development | 90.6 | 142 | 101 | 207 |
| % change | +57% | +105% | ||
| General and administrative | 51.6 | 81.5 | 54.4 | 126 |
| % change | +58% | +132% | ||
| Total operating expenses | 251 | 426 | 296 | 591 |
| % change | +70% | +100% | ||
| Income from operations | 13.4 | 45.3 | 60.3 | 71.2 |
| % change | +237% | +18% | ||
| Interest expense | -15.6 | -13.4 | -10.6 | -2.2 |
| % change | +14% | +79% | ||
| Loss on extinguishment of debt | 0.0 | -8.7 | -8.7 | -0.5 |
| % change | +95% | |||
| Other income (expense), net | 8.4 | 0.3 | -4.5 | 1.6 |
| % change | -96% | +136% | ||
| Income before income taxes | 6.3 | 23.6 | 36.5 | 70.1 |
| % change | +276% | +92% | ||
| Provision for income taxes | 2.6 | 23.6 | 34.9 | 9.3 |
| % change | +801% | -73% | ||
| Net income | 3.6 | 0.0 | 1.6 | 60.8 |
| % change | -100% | +3,763% | ||
| Deemed dividend to holders of redeemable convertible preferred stock | -12.2 | -186 | -184 | -985 |
| % change | -1,425% | -434% | ||
| Net loss attributable to common stockholders | -8.6 | -186 | -183 | -924 |
| % change | -2,076% | -405% | ||
| Net loss per share attributable to common stockholders, basic and diluted per share, $ | -0.30 | -8.53 | -8.16 | -44.77 |
| % change | -2,743% | -449% | ||
| Weighted-average shares outstanding, basic and diluted shares | 28,796,772 | 21,803,884 | 22,398,764 | 20,646,388 |
| % change | -24% | -8% |
Consolidated Balance Sheets p.F-3 p.F-44
| $ million | FY2024 | FY2025 | Jun 2026 |
|---|---|---|---|
| Assets | |||
| Current assets | |||
| Cash and cash equivalents | 105 | 764 | 372 |
| % change | +626% | ||
| Restricted cash | 0.0 | 96.4 | 0.0 |
| Accounts receivable, net of allowance for credit losses | 64.5 | 79.5 | 157 |
| % change | +23% | ||
| Inventories, net | 81.9 | 155 | 109 |
| % change | +89% | ||
| Prepaid expenses and other current assets | 12.5 | 119 | 149 |
| % change | +850% | ||
| Total current assets | 264 | 1,213 | 787 |
| % change | +359% | ||
| Property and equipment, net | 13.5 | 24.1 | 78.6 |
| % change | +79% | ||
| Goodwill | 18.7 | 20.5 | 23.0 |
| % change | +10% | ||
| Patents, net | 133 | 119 | 109 |
| % change | -10% | ||
| Other intangible assets, net | 15.2 | 21.2 | 29.0 |
| % change | +40% | ||
| Deferred tax assets, net | 2.3 | 0.0 | |
| % change | -100% | ||
| Other noncurrent assets | 3.6 | 4.5 | 36.4 |
| % change | +25% | ||
| Total assets | 451 | 1,403 | 1,063 |
| % change | +211% | ||
| Liabilities, Redeemable Convertible Preferred Stock, and Stockholders’ Deficit | |||
| Current liabilities | |||
| Accounts payable | 22.5 | 31.4 | 82.9 |
| % change | +40% | ||
| Accrued and other current liabilities | 155 | 295 | 495 |
| % change | +91% | ||
| Deferred revenue, current | 55.1 | 86.2 | 137 |
| % change | +56% | ||
| Debt, current | 2.0 | 0.8 | 0.7 |
| % change | -58% | ||
| Total current liabilities | 234 | 414 | 716 |
| % change | +77% | ||
| Debt, noncurrent | 136 | 2.4 | 379 |
| % change | -98% | ||
| Deferred tax liabilities, net | 0.0 | 0.5 | 1.6 |
| Other noncurrent liabilities | 1.7 | 10.2 | 84.4 |
| % change | +485% | ||
| Total liabilities | 372 | 427 | 1,181 |
| % change | +15% | ||
| Commitments and contingencies (Note 11) | |||
| Redeemable convertible preferred stock | |||
| Redeemable convertible preferred stock, par value $0.00001; 205,093,489 and 318,496,642 shares authorized as of June 30, 2026 and September 30, 2025, respectively; 136,767,173 and 163,606,892 shares issued and outstanding as of June 30, 2026 and September 30, 2025, respectively; aggregate liquidation preference of $1,502.3 million and $1,544.2 million as of June 30, 2026 and September 30, 2025, respectively | 493 | 1,595 | 1,500 |
| % change | +224% | ||
| Stockholders’ deficit | |||
| Common stock, par value $0.00001; 275,100,000 and 81,266,406 shares authorized as of June 30, 2026 and September 30, 2025, respectively; 19,385,920 and 20,670,698 shares issued and outstanding as of June 30, 2026 and September 30, 2025, respectively | 0.0 | 0.0 | 0.0 |
| Treasury stock, at cost, no shares and 966,000 shares as of September 30, 2025, and 2024, respectively | -33.4 | 0.0 | |
| % change | +100% | ||
| Additional paid-in capital | 16.0 | 0.1 | 0.0 |
| % change | -99% | ||
| Accumulated other comprehensive income (loss) | -5.8 | 4.6 | 8.4 |
| % change | +178% | ||
| Accumulated deficit | -391 | -623 | -1,626 |
| % change | -59% | ||
| Total stockholders’ deficit | -414 | -618 | -1,618 |
| % change | -49% | ||
| Total liabilities, redeemable convertible preferred stock, and stockholders’ deficit | 451 | 1,403 | 1,063 |
| % change | +211% |
Consolidated Statements of Cash Flows p.F-7 p.F-48
| $ million | FY2024 | FY2025 | 9M 2025 | 9M 2026 |
|---|---|---|---|---|
| Cash flows from operating activities | ||||
| Net income | 3.6 | 0.0 | 1.6 | 60.8 |
| % change | -100% | +3,763% | ||
| Adjustments to reconcile net income to net cash provided by (used in) operating activities | ||||
| Depreciation and amortization | 17.4 | 23.3 | 17.3 | 25.5 |
| % change | +34% | +47% | ||
| Share-based compensation expense | 6.1 | 6.2 | 5.9 | 10.0 |
| % change | +2% | +69% | ||
| Amortization of debt issuance costs | 3.1 | 1.8 | 1.8 | 0.5 |
| % change | -41% | -74% | ||
| Deferred tax expense | -5.4 | 4.0 | 6.0 | 0.0 |
| % change | +175% | -100% | ||
| Loss on extinguishment of debt | 0.0 | 8.7 | 8.7 | 0.5 |
| % change | -95% | |||
| Unrealized fair value gain of forward equity instrument | 0.0 | -4.3 | 0.0 | -5.1 |
| Other | -5.3 | 1.5 | 0.6 | -3.0 |
| % change | +129% | -558% | ||
| Changes in working capital | ||||
| Accounts receivable | -55.3 | -13.3 | 11.7 | -78.9 |
| % change | +76% | -775% | ||
| Inventories | -56.6 | -65.4 | -36.6 | 43.2 |
| % change | -16% | +218% | ||
| Prepaid expenses and other assets | -5.2 | -45.0 | -31.5 | -29.2 |
| % change | -761% | +7% | ||
| Accounts payable | 12.7 | 7.1 | 2.6 | 45.7 |
| % change | -44% | +1,675% | ||
| Accrued liabilities | 62.4 | 161 | 140 | 177 |
| % change | +159% | +26% | ||
| Deferred revenue | 46.5 | 29.1 | 1.8 | 52.4 |
| % change | -37% | +2,813% | ||
| Customer deposits | 4.2 | 6.6 | 5.7 | 29.2 |
| % change | +55% | +412% | ||
| Net cash provided by operating activities | 28.2 | 122 | 135 | 328 |
| % change | +331% | +142% | ||
| Cash flows from investing activities | ||||
| Purchases of property, equipment and intangible assets | -13.2 | -21.7 | -12.8 | -66.2 |
| % change | -65% | -417% | ||
| Notes receivable from related parties | 0.0 | -3.5 | ||
| Acquisitions, net of cash acquired | 0.8 | -7.5 | -7.5 | -7.2 |
| % change | -1,026% | +3% | ||
| Net cash used in investing activities | -12.4 | -29.2 | -20.3 | -77.0 |
| % change | -136% | -279% | ||
| Cash flows from financing activities | ||||
| Proceeds from exercise of stock options | 0.8 | 3.3 | 2.5 | 2.1 |
| % change | +292% | -15% | ||
| Proceeds from issuance of redeemable convertible preferred stock, net of issuance costs | 5.5 | 1,106 | 199 | 62.3 |
| % change | +19,878% | -69% | ||
| Proceeds from debt, net of issuance costs | 198 | 374 | ||
| % change | +88% | |||
| Proceeds from debt | 0.0 | 198 | ||
| Payments on debt | -0.6 | -346 | -146 | -1.0 |
| % change | -54,766% | +99% | ||
| Principal payments on finance lease obligations | 0.0 | -5.1 | ||
| Payments for the redemption of liability-classified share-based awards | -10.0 | 0.0 | ||
| % change | +100% | |||
| Repurchase of common and redeemable convertible preferred stock | -37.4 | -308 | -299 | -1,173 |
| % change | -723% | -292% | ||
| Payments of equity financing costs | 0.0 | -0.9 | ||
| Net cash provided by (used in) financing activities | -41.7 | 654 | -44.5 | -742 |
| % change | +1,670% | -1,567% | ||
| Effect of exchange rate changes on cash, cash equivalents, and restricted cash | 4.4 | 8.9 | 10.7 | 1.9 |
| % change | +103% | -82% | ||
| Net change in cash, cash equivalents, and restricted cash | -21.4 | 755 | 81.2 | -489 |
| % change | +3,627% | -702% | ||
| Cash, cash equivalents, and restricted cash, beginning of period | 127 | 105 | 105 | 861 |
| % change | -17% | +718% | ||
| Cash, cash equivalents, and restricted cash, end of period | 105 | 861 | 186 | 372 |
| % change | +718% | +99% | ||
| Supplemental disclosure of cash flow information | ||||
| Cash paid for interest | 12.6 | 9.6 | 7.2 | 0.0 |
| % change | -24% | -100% | ||
| Cash paid for income taxes, net of refunds | 7.1 | 5.2 | 5.2 | 10.5 |
| % change | -27% | +101% | ||
| Supplemental disclosure of non-cash investing and financing activities | ||||
| Property and equipment acquired through accounts payable and accrued expenses liabilities | 0.0 | 9.8 | ||
| Operating lease right-of-use asset acquired through lease liabilities | 0.0 | 24.3 | ||
| Physical settlement of forward equity instrument | 0.0 | -61.7 | ||
| Simple agreement for future equity financing liability | 0.0 | 50.0 | ||
| Recognition of forward equity instrument asset | 0.0 | 50.3 | ||
| Issuance of redeemable convertible preferred stock for acquisition | 9.4 | 0.0 | ||
| % change | -100% | |||
| Liability for share repurchases | 33.2 | 0.0 | ||
| % change | -100% |
Stock pay and commitments
Stock-based pay p.F-7 p.F-48
9M 2026 1% of revenue
The people
Executive officers and directors as the filing lists them.
| Name | Role | Age | Page |
|---|---|---|---|
| Thomas Hale | Chief Executive Officer and Director | 58 | p.179 |
| David Shuman | Executive Chairman | 57 | p.179 |
| Sean Brecker | Chief Financial Officer | 51 | p.179 |
| Michael A. Chapp | Chief Operating Officer | 48 | p.179 |
| Timo Ahopelto | Director | 51 | p.179 |
| Dennis Durkin | Director | 55 | p.179 |
| Wen Hsieh | Director | 53 | p.179 |
| Eurie Kim | Director | 46 | p.179 |
| Leslie Kilgore | Director Nominee | 61 | p.179 |
| Mikko Kuusi | Director Nominee | 36 | p.179 |
| David Sze | Director Nominee | 60 | p.179 |
| Jason Warnick | Director Nominee | 54 | p.179 |
The offer and the flags
The offer
- Listing
- Nasdaq Global Select Market cover
- Ticker
- OURA cover
- Lead underwriters
- Goldman Sachs & Co. LLC p.234
- Lock-up
- 180 days p.235
- Employees
- 1,350 p.176
- Risk headings
- 73
- Auditor
- Ernst & Young LLP p.F-2
- Use of proceedsWe estimate that the net proceeds from our sale of 13,500,000 shares of common stock in this offering will be approximately $532.6 million, based on an assumed initial public offering price of $42.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. We intend to use approximately $526.4 million of the net proceeds to satisfy our anticipated tax withholding and remittance obligations related to the RSU Net Settlement (based on an assumed initial public offering price of $42.00 per share, which is the midpoint of the price range set forth on the cover page of this prospectus, and an assumed tax withholding rate of 47.7%), and the remainder for general corporate purposes, including technology development, working capital, operating expenses, and capital expenditures. p.83
- Lock-upWe, each of our officers and directors, and substantially all of the holders of our outstanding securities, including the selling stockholders, have agreed that, without the prior written consent of Goldman Sachs & Co. p.235
- DividendsWe have never declared or paid any cash dividends on our capital stock. We currently intend to retain any future earnings and do not expect to pay any dividends in the foreseeable future. p.84
What the filing flags · 3 in all
- TrustEmerging growth company cover
- DebtEquity below zero p.F-3
- NumbersPre-IPO funding turns into shares at the offering p.16 p.19 p.20 p.69 p.72 p.85
Patterns from past IPO reads that fired on this filing. Each is a page to read, not a verdict.
What changed in the latest version
Between the filings of 3 September 2026 and 21 September 2026, sentence by sentence, the sections that changed most.
| Section | Added | Reworded | Removed | Sentences |
|---|---|---|---|---|
| Cover and front pages | 90 | 111 | 32 | |
| Financial Statements | 27 | 42 | 22 |
addedrewordedremoved
The risks it lists first
The filing lists 73 risk headings. The first 8, in its own words:
- We have experienced rapid growth in recent years. This rapid growth may not be sustainable or indicative of future performance, and we expect our growth rate to slow over time. p.23
- If we fail to attract new members, retain existing members, or maintain or increase sales to those members, our business, financial condition, results of operations, and growth prospects will be adversely affected. p.23
- We operate in a highly competitive market, including against larger companies with greater resources, brand recognition, distribution capabilities, and track record of technology innovation, and we may be unable to compete successfully, which could adversely affect our business, financial condition, and results of operations. p.24
- We have only recently achieved profitability and may not maintain profitability in the future. p.25
- If we do not continue to successfully develop and commercialize new, innovative, and updated products and features, including new product generations, our business, financial condition, and results of operations may be adversely affected. p.25
- Actual or perceived defects in, or safety issues with, our products, including issues relating to battery performance, skin irritation, inaccurate health data, or hardware failures, have in the past and could in the future lead to warranty claims, product replacements or recalls, reputational harm, regulatory proceedings, or litigation, which could adversely affect our business, financial condition, and results of operations. p.26
- We may be subject to warranty claims that could result in significant direct or indirect costs, or we could experience greater product returns than expected, either of which could have an adverse effect on our business, financial condition, and operating results. p.26
- If our products fail to provide accurate metrics and data to our members, our brand and reputation could be harmed, we may become subject to litigation and regulatory proceedings, and we may be unable to retain our members. p.27
When did Oura file its S-1?
Oura filed its first registration statement, a S-1, on 3 September 2026, and its latest version, a S-1/A, on 21 September 2026.
What does Oura's S-1 say about revenue?
Revenue grew 123% in FY25. Year to date it is up 74% (9M ’26 on 9M ’25). Only 2 audited years exist; stay humble about calling a trend. Across the audited years it went from $407M in FY24 to $908M in FY25. The filing reports no segment split, so growth cannot be checked business by business.
Who controls Oura after the IPO?
Oura has one class of common stock with one vote a share, so a holder's share of the vote is its share of the company.
The filing itself
- S-1 filed 3 September 2026: the filing on SEC EDGAR
- S-1/A filed 21 September 2026: the filing on SEC EDGAR
Read 08 November 2026, 23:06 from SEC EDGAR. Information from a public filing, not advice.