Form 8-K

8-K — Teladoc Health, Inc.

Accession: 0001477449-26-000036

Filed: 2026-07-29

Period: 2026-07-29

CIK: 0001477449

SIC: 8011 (SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tdoc-20260729.htm (Primary)

EX-99.1 (tdoc-20260630xexx991.htm)

GRAPHIC (image_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tdoc-20260729.htm · Sequence: 1

tdoc-20260729

FALSE000147744900014774492026-07-292026-07-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported) July 29, 2026

___________________________________

Teladoc Health, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

(State or other jurisdiction of

incorporation)

001-37477

(Commission File Number)

04-3705970

(I.R.S. Employer Identification No.)

155 E 44th Street Suite 1700

New York, NY 10017

(Address of principal executive offices and zip code)

(203) 635-2002

(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001 per share

TDOC

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

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. ☐

Item 2.02. Results of Operations and Financial Condition.

On July 29, 2026, Teladoc Health, Inc. (the “Company”) issued a press release relating to its financial results for the second quarter of 2026. A copy of the press release, which is incorporated by reference herein, is attached hereto as Exhibit 99.1.

The foregoing information (including the exhibit set forth in Item 9.01 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1*

Teladoc Health, Inc. press release, dated July 29, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: July 29, 2026

Teladoc Health, Inc.

By:

/s/ Adam C. Vandervoort

Name:

Adam C. Vandervoort

Title:

Chief Legal Officer and Secretary

EX-99.1

Filename: tdoc-20260630xexx991.htm · Sequence: 2

Document

Exhibit 99.1

Teladoc Health Reports Second Quarter 2026 Results

NEW YORK, July 29, 2026— Teladoc Health, Inc. (NYSE: TDOC), the global leader in virtual care, today reported financial results for the three months ended June 30, 2026 (“Second Quarter 2026”). Unless otherwise noted, percentage and other changes are relative to the three months ended June 30, 2025 (“Second Quarter 2025”).

Highlights

•Second Quarter 2026 revenue of $606.9 million, down 4% year-over-year

•Second Quarter 2026 net loss of $38.9 million, or $0.21 per share

•Second Quarter 2026 adjusted EBITDA of $65.7 million, down 5% year-over-year

•Integrated Care segment revenue of $394.3 million, up 1% year-over-year, and adjusted EBITDA margin of 16.5%

•BetterHelp segment revenue of $212.6 million, down 12% year-over-year, and adjusted EBITDA margin of 0.2%

“We continue to make progress on the priorities we believe are most important to the long-term success of Teladoc Health. Our second-quarter results were within our guidance ranges on a consolidated basis and reflected distinct dynamics across our two segments,” said Chuck Divita, Chief Executive Officer of Teladoc Health. “We delivered solid Integrated Care segment performance, with revenue growth and adjusted EBITDA margin above the midpoint of our guidance ranges and continued to advance new innovations designed to strengthen the value we provide to clients and members, including the launch of Teladoc One, our new connected care model for the U.S. market.”

“In the BetterHelp segment, insurance revenue came in near the high end of our expectations. However, pressure on cash pay revenue accelerated further in late May and into June, beyond the assumptions underlying our prior outlook. We saw stronger than anticipated demand for insurance covered services that outpaced available provider capacity, limiting our ability to convert a greater share of that demand into sessions and revenue to offset the cash pay decline. Given strong consumer preference for insurance, we accelerated the nationwide insurance rollout ahead of plan, and we are taking focused actions to further support the scaling of insurance.

We continue to expect 2026 insurance revenue within our previously communicated range, but we have lowered our BetterHelp segment revenue outlook to reflect updated assumptions for cash pay including prioritization of the growing insurance market. We are addressing BetterHelp’s near-term challenges with urgency and discipline and believe these actions will strengthen our ability to meet growing insurance demand and position the segment for more durable performance over time.”

Key Financial Data

(In thousands, except per share data, unaudited)

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 Change 2026 2025 Change

Revenue $ 606,927 $ 631,900 (4) % $ 1,220,772 $ 1,261,269 (3) %

Net loss $ (38,908) $ (32,660) (19) % $ (102,745) $ (125,672) 18 %

Net loss per share $ (0.21) $ (0.19) (11) % $ (0.57) $ (0.72) 21 %

Adjusted EBITDA (1) $ 65,713 $ 69,311 (5) % $ 123,882 $ 127,404 (3) %

See note (1) in the Notes section that follows.

Second Quarter 2026

Revenue decreased 4% to $606.9 million from $631.9 million in Second Quarter 2025. Access fees revenue decreased 9% to $474.2 million while other revenue increased 23% to $132.7 million. U.S. revenue decreased 6% to $487.4 million while International revenue increased 7% to $119.6 million.

Integrated Care segment revenue increased 1% to $394.3 million in Second Quarter 2026 while BetterHelp segment revenue decreased 12% to $212.6 million.

Net loss totaled $38.9 million, or $0.21 per share, for Second Quarter 2026, compared to $32.7 million, or $0.19 per share, for Second Quarter 2025. Results for Second Quarter 2026 included amortization of intangibles of $88.4 million, or $0.49 per share pre-tax, and stock-based compensation expense of $9.3 million, or $0.05 per share pre-tax.

Results for Second Quarter 2025 included amortization of intangibles of $88.7 million, or $0.50 per share pre-tax, and stock-based compensation expense of $22.3 million or $0.13 per share pre-tax. Net loss for Second Quarter 2025 also included restructuring costs related to severance costs and costs associated with office space reductions of $5.7 million, or $0.03 per share pre-tax. These items were partially offset by an acquisition related tax benefit of $9.7 million, or $0.06 per share.

Adjusted EBITDA(1) decreased 5% to $65.7 million, compared to $69.3 million for Second Quarter 2025. The Integrated Care segment adjusted EBITDA increase of $7.8 million was offset by a $11.4 million decrease of the BetterHelp segment adjusted EBITDA in Second Quarter 2026.

Six Months Ended June 30, 2026

Revenue decreased 3% to $1,220.8 million from $1,261.3 million in the first six months of 2025. Access fees revenue decreased 9% to $958.9 million while other revenue increased 24% to $261.9 million. U.S. revenue decreased 6% to $978.9 million while International revenue increased 12% to $241.9 million.

Integrated Care segment revenue increased 1% to $789.8 million in the first six months of 2026 while BetterHelp segment revenue decreased 10% to $431.0 million.

Net loss totaled $102.7 million, or $0.57 per share, for the first six months of 2026, compared to $125.7 million, or $0.72 per share, for the first six months of 2025. Results for the first six months of 2026 included amortization of intangibles of $178.3 million, or $0.99 per share pre-tax, and stock-based compensation expense of $23.9 million, or $0.13 per share pre-tax. Net loss for the first six months of 2026 also included restructuring costs of $12.9 million, or $0.07 per share pre-tax, primarily related to severance costs.

Results for the first six months of 2025 included a non-cash goodwill impairment charge of $59.1 million, or $0.34 per share pre-tax, amortization of intangibles of $173.0 million, or $0.99 per share pre-tax, and stock-based compensation expense of $47.5 million, or $0.27 per share pre-tax. Net loss for the first six months of 2025 also included restructuring costs related to severance costs and costs associated with office space reductions of $10.0 million, or $0.06 per share pre-tax. These items were partially offset by a discrete tax benefit of $20.1 million, or $0.11 per share, related to the completion of a research and development tax credit study and acquisition related tax benefits of $11.1 million, or $0.06 per share.

The non-cash goodwill impairment charge recorded in the first six months of 2025 was the result of the fair value of the Integrated Care segment being less than its carrying value at the time of the acquisition of Catapult Health, LLC.

Adjusted EBITDA(1) decreased 3% to $123.9 million, compared to $127.4 million for the first six months of 2025. The Integrated Care segment adjusted EBITDA increase of $13.7 million was offset by a $17.2 million decrease of the BetterHelp segment adjusted EBITDA in the first six months of 2026.

Capex and Cash Flow

Cash flow from operations was $64.7 million in Second Quarter 2026, compared to $91.4 million in Second Quarter 2025, and was $74.2 million in the first six months of 2026, compared to $107.4 million in the first six months of 2025. Capital expenditures and capitalized software development costs (together, “Capex”)

were $28.9 million in Second Quarter 2026, compared to $30.2 million in Second Quarter 2025, and were $64.7 million in the first six months of 2026, compared to $61.8 million in the first six months of 2025. Free cash flow was $35.7 million in Second Quarter 2026, compared to $61.2 million in Second Quarter 2025, and was $9.4 million in the first six months of 2026, compared to $45.5 million in the first six months of 2025.

Financial Outlook

The outlook provided below is based on current market conditions and expectations and what we know today.

For the full year of 2026, we expect:

Full Year 2026 Outlook Range

Revenue $2,362 - $2,447 million

Adjusted EBITDA $271 - $303 million

Net loss per share ($1.00) - ($0.75)

Free Cash Flow $130 - $170 million

U.S. Integrated Care Members (2) 98.5 - 100.5 million

Integrated Care

Revenue growth percentage (year-over-year) 0.8% - 2.4%

Adjusted EBITDA margin 15.6% - 16.4%

BetterHelp

Revenue growth percentage (year-over-year) (19.0%) - (12.7%)

Adjusted EBITDA margin 3.0% - 4.6%

For the third quarter of 2026, we expect:

3Q 2026 Outlook Range

Revenue $569 - $609 million

Adjusted EBITDA $62 - $74 million

Net loss per share ($0.30) - ($0.20)

U.S. Integrated Care Members (2) 99.0 - 100.5 million

Integrated Care

Revenue growth percentage (year-over-year) 0.0% - 3.0%

Adjusted EBITDA margin 15.7% - 17.2%

BetterHelp

Revenue growth percentage (year-over-year) (24.2%) - (12.3%)

Adjusted EBITDA margin 0.5% - 2.5%

See note (2) in the Notes section that follows.

Earnings Conference Call

The Second Quarter 2026 earnings conference call and webcast will be held Wednesday, July 29, 2026 at 5:00 p.m. E.T. The conference call can be accessed by dialing 833-461-5787 for U.S. participants and using the conference ID # 478 236 923. For international participants, please visit the following link for global dial-in numbers, using the same conference ID # 478 236 923: https://help.events.q4inc.com/eahc/international-dial-in-numbers. A live audio webcast will also be available online at http://ir.teladoc.com/news-and-events/events-and-presentations/. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.

About Teladoc Health

Teladoc Health is the global leader in virtual care. The company is delivering and orchestrating care across patients, care providers, platforms, and partners — transforming virtual care into a catalyst for how better health happens. Through our relationships with health plans, employers, providers, health systems and consumers, we are enabling more access, driving better outcomes, extending provider capacity and lowering costs. Learn more at www.teladochealth.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, the information under the caption “Financial Outlook” and statements we make regarding future financial or operating results, future numbers of members, BetterHelp paying users or clients, litigation outcomes, regulatory developments, market developments, new products and growth strategies, initiatives to improve our efficiency and competitiveness, and the effects of any of the foregoing on our future results of operations or financial condition.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that have in the past and/or may in the future cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) changes in laws and regulations applicable to our business model; (ii) changes in market conditions and receptivity to our services and offerings, including our ability to effectively compete; (iii) results of litigation or regulatory actions; (iv) the loss of one or more key clients or the loss of a significant number of members or BetterHelp paying users; (v) a decrease in revenue from users who pay directly out-of-pocket without offsetting growth in insurance-covered services in our BetterHelp segment; (vi) changes in valuations or useful lives of our assets; (vii) changes to our abilities to recruit and retain qualified providers into our network; (viii) the impact of and risk related to impairment losses with respect to goodwill or other assets; (ix) the success of our initiatives to improve our efficiency and competitiveness; (x) imposed and threatened tariffs by the United States and its trading partners, and any resulting disruptions or inefficiencies in our supply chain; (xi) the rate and magnitude of declines in BetterHelp cash-pay users and revenue; (xii) the extent to which insurance availability changes users’ payment choices; (xiii) available provider capacity including on a state and payer specific basis; (xiv) the timing, cost and effectiveness of provider recruitment, credentialing, enrollment, activation, compensation and retention; (xv) the performance of insurance-specific eligibility, matching, booking, scheduling, utilization, session-duration, claims and collection workflows; (xvi) the effectiveness and revenue consequences of changes in advertising and marketing spending; (xvii) the effects of BetterHelp’s reduced near term emphasis and investment outside the United States; (xviii) the cost, timing and effectiveness of platform and provider-capacity investments; (xix) the margin effects of the insurance mix; and (xx) potential impairment of BetterHelp goodwill. For a detailed discussion of the risk factors that could affect our actual results, please refer to the risk factors identified in our SEC reports, including, but not limited to, our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as filed with the SEC.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise, except as required by law.

TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data, unaudited)

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

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

Costs and expenses:

Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) 190,837 190,537 388,363 387,366

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

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

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

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

Goodwill impairment — — — 59,138

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

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

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

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

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

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

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

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

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

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

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

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

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

Weighted-average shares used to compute basic and diluted net loss per share 181,026,004 175,917,380 180,079,395 175,040,625

Stock-based Compensation Summary

Compensation expense for stock-based awards was classified as follows (in thousands, unaudited):

Three Months Ended

June 30, Six Months Ended

June 30,

2026 2025 2026 2025

Cost of revenue (exclusive of depreciation and amortization, which are shown separately) $ 124 $ 506 $ 471 $ 1,079

Advertising and marketing 426 1,302 1,286 2,805

Sales 1,460 3,594 3,537 7,853

Technology and development 1,735 4,247 4,462 10,032

General and administrative 5,556 12,695 14,156 25,738

Total stock-based compensation expense (3) $ 9,301 $ 22,344 $ 23,912 $ 47,507

See note (3) in the Notes section that follows.

Revenues

Three Months Ended Six Months Ended

June 30, June 30,

(In thousands, unaudited) 2026 2025 Change 2026 2025 Change

Revenue by Type

Access Fees $ 474,215 $ 523,703 (9) % $ 958,870 $ 1,049,439 (9) %

Other 132,712 108,197 23 % 261,902 211,830 24 %

Total Revenue $ 606,927 $ 631,900 (4) % $ 1,220,772 $ 1,261,269 (3) %

Revenue by Geography

U.S. $ 487,360 $ 519,689 (6) % $ 978,865 $ 1,044,659 (6) %

International 119,567 112,211 7 % 241,907 216,610 12 %

Total Revenue $ 606,927 $ 631,900 (4) % $ 1,220,772 $ 1,261,269 (3) %

Summary Operating Metrics

Consolidated

Three Months Ended Six Months Ended

June 30, June 30,

(In millions) 2026 2025 Change 2026 2025 Change

Total Visits 4.1 4.1 (2) % 8.4 8.6 (2) %

Integrated Care

As of June 30,

(In millions)

2026 2025 Change

U.S. Integrated Care Members (2) 100.3 102.4 (2) %

Chronic Care Program Enrollment (4) 1.272 1.117 14 %

Three Months Ended Six Months Ended

June 30, June 30,

2026 2025 Change 2026 2025 Change

Average Monthly Revenue

Per U.S. Integrated Care Member (5) $ 1.31 $ 1.27 3 % $ 1.31 $ 1.27 3 %

BetterHelp

Average for Average for

Three Months Ended Six Months Ended

June 30, June 30,

(In millions) 2026 2025 Change 2026 2025 Change

BetterHelp Paying Users (6) 0.346 0.388 (11) % 0.353 0.393 (10) %

See notes (2), (4), (5), and (6) in the Notes section that follows.

Operating Results by Segment (see note (7) in the Notes section that follows)

The following table presents operating results by reportable segment for the periods indicated:

Three Months Ended Six Months Ended

June 30, June 30,

(In thousands, unaudited) 2026 2025 Change 2026 2025 Change

Integrated Care

Revenue $ 394,305 $ 391,510 1 % $ 789,750 $ 780,978 1 %

Adjusted EBITDA $ 65,242 $ 57,450 14 % $ 121,519 $ 107,829 13%

Adjusted EBITDA margin % 16.5 % 14.7 % 15.4 % 13.8 %

BetterHelp

Consumer and Other $ 190,852 $ 238,262 (20) % $ 396,315 $ 478,163 (17) %

Insurance Covered Services 21,770 2,128 N/M 34,707 2,128 N/M

Total Revenue $ 212,622 $ 240,390 (12) % $ 431,022 $ 480,291 (10) %

Adjusted EBITDA $ 471 $ 11,861 (96) % $ 2,363 $ 19,575 (88) %

Adjusted EBITDA margin % 0.2 % 4.9 % 0.5 % 4.1 %

N/M - not meaningful

TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

Six Months Ended

June 30,

2026 2025

Cash flows from operating activities:

Net loss $ (102,745) $ (125,672)

Adjustments to reconcile net loss to net cash flows from operating activities:

Goodwill impairment — 59,138

Amortization of intangible assets 178,268 172,968

Stock-based compensation 23,912 47,507

Depreciation of property and equipment 4,929 7,902

Amortization of right-of-use assets 3,394 4,190

Provision for allowances for doubtful accounts 807 377

Deferred income taxes (1,673) (34,072)

Other, net 2,812 2,049

Changes in operating assets and liabilities:

Accounts receivable (28,647) (8,497)

Prepaid expenses and other current assets (17,071) (16,434)

Inventory 8,628 861

Other assets 2,337 7,616

Accounts payable (9,656) 19,278

Accrued expenses and other current liabilities 44,676 (5,149)

Accrued compensation (31,246) (9,545)

Deferred revenue (44) (6,084)

Operating lease liabilities (4,586) (5,170)

Other liabilities 83 (3,912)

Net cash provided by operating activities 74,178 107,351

Cash flows from investing activities:

Capital expenditures (2,588) (3,994)

Capitalized software development costs (62,152) (57,824)

Proceeds from the sale of investment — 740

Acquisitions accounted for as business combinations, net of cash acquired — (65,302)

Asset acquisition resulting in net intangible assets (12,675) (29,569)

Payments for investments (700) (27,075)

Other, net 3 60

Net cash used in investing activities (78,112) (182,964)

Cash flows from financing activities:

Proceeds from the exercise of stock options 33 81

Proceeds from employee stock purchase plan 1,241 1,384

Repayment of convertible senior notes — (550,629)

Other, net (2,848) —

Net cash used in financing activities (1,574) (549,164)

Net decrease in cash and cash equivalents (5,508) (624,777)

Effect of foreign currency exchange rate changes (1,228) 6,071

Cash and cash equivalents at beginning of the period 781,084 1,298,327

Cash and cash equivalents at end of the period $ 774,348 $ 679,621

TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data, unaudited)

June 30,

2026 December 31,

2025

ASSETS

Current assets:

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

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

221,015 192,826

Inventories 28,823 38,203

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

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

Property and equipment, net 24,690 26,972

Goodwill 283,190 283,190

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

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

Other assets 103,997 105,803

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

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 37,496 $ 47,967

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

Accrued compensation 60,172 96,258

Deferred revenue, current 60,812 62,305

Convertible senior notes, net—current 996,700 —

Total current liabilities 1,381,730 404,738

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

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

Deferred taxes, net 26,881 28,945

Convertible senior notes, net—non-current — 994,925

Other liabilities 700 643

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

Commitments and contingencies

Stockholders’ equity:

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

182 178

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

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

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

Total stockholders’ equity 1,310,108 1,385,706

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

Non-GAAP Financial Measures:

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

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

Free cash flow is net cash provided by operating activities less capital expenditures and capitalized software development costs.

Our use of these non-GAAP terms may vary from that of others in our industry, and other companies may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Non-GAAP measures have important limitations as analytical tools and you should not consider them in isolation, and they should not be considered as an alternative to net loss before provision for income taxes, net loss, net loss per share, net cash from operating activities or any other measures derived in accordance with GAAP. Some of these limitations are:

•adjusted EBITDA eliminates the impact of the provision for income taxes on our results of operations, and does not reflect other expense (income), net, interest income, or interest expense;

•adjusted EBITDA does not reflect restructuring costs. Restructuring costs may include certain lease impairment costs, certain losses related to early lease terminations, and severance;

•adjusted EBITDA does not reflect significant acquisition, integration, and transformation costs. Acquisition, integration, and transformation costs include investment banking, financing, legal, accounting, consultancy, integration, fair value changes related to contingent consideration, and certain other transaction costs related to mergers and acquisitions. It also includes costs related to certain business transformation initiatives focused on integrating and optimizing various operations and systems, including upgrading our enterprise resource planning system. These transformation cost adjustments made to our results do not represent normal, recurring, operating expenses necessary to operate the business but, rather, incremental costs incurred in connection with our acquisition and integration activities;

•adjusted EBITDA does not reflect goodwill impairment charges; and

•adjusted EBITDA does not reflect the significant non-cash stock-based compensation expense which should be viewed as a component of recurring operating costs.

In addition, although amortization of intangible assets and depreciation of property and equipment are non-cash charges, the assets being amortized and depreciated will often have to be replaced in the future, and adjusted EBITDA does not reflect any expenditures for such replacements.

We compensate for these limitations by using these non-GAAP measures along with other comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance. Such GAAP measurements include net loss, net loss per share, net cash from operating activities, and other performance measures.

In evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of these non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.

The following is a reconciliation of net loss, the most directly comparable GAAP financial measure, to adjusted EBITDA:

Reconciliation of GAAP Net Loss to Adjusted EBITDA

(In thousands, unaudited)

Outlook in millions (8)

Three Months Ended

June 30, Six Months Ended

June 30, Second Quarter Full Year

2026 2025 2026 2025 2026 2026

Net loss $ (38,908) $ (32,660) $ (102,745) $ (125,672) $(55) - (36) $(181) - (136)

Add:

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

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

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

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

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

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

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

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

Goodwill impairment — — — 59,138

Stock-based compensation 9,301 22,344 23,912 47,507

Total Adjustments 104,621 101,971 226,627 253,076 98 - 129 407 - 484

Consolidated Adjusted EBITDA $ 65,713 $ 69,311 $ 123,882 $ 127,404 $62 - 74 $271 - 303

Segment Adjusted EBITDA

Integrated Care $ 65,242 $ 57,450 $ 121,519 $ 107,829

BetterHelp 471 11,861 2,363 19,575

Consolidated Adjusted EBITDA $ 65,713 $ 69,311 $ 123,882 $ 127,404

See note (8) in the Notes section that follows.

The following is a reconciliation of net cash provided by operating activities, the most directly comparable GAAP financial measure, to free cash flow:

Reconciliation of GAAP Net Cash Provided by Operating Activities to Free Cash Flow

(In thousands, unaudited)

Three Months Ended Six Months Ended Outlook (9)

June 30, June 30, Full Year

2026 2025 2026 2025 2026 (in millions)

Net cash provided by operating activities $ 64,662 $ 91,432 $ 74,178 $ 107,351 $260 - 290

Capital expenditures (928) (1,268) (2,588) (3,994)

Capitalized software development costs (27,990) (28,965) (62,152) (57,824)

Capex (28,918) (30,233) (64,740) (61,818) (130) - (120)

Free Cash Flow $ 35,744 $ 61,199 $ 9,438 $ 45,533 $130 - 170

See note (9) in the Notes section that follows.

Notes:

1.A reconciliation of each non-GAAP measure to the most comparable measure under GAAP has been provided in this press release in the accompanying tables. An explanation of these non-GAAP measures is also included under the heading “Non-GAAP Financial Measures.”

2.U.S. Integrated Care Members represent the number of unique individuals at the end of the applicable period who have access to our suite of integrated care services in the U.S. under paid access fee and/or visit-based arrangements.

3.Excluding the amount capitalized related to software development projects.

4.Chronic Care Program Enrollment represents the total number of enrollees across our suite of chronic care programs at the end of the applicable period.

5.Average monthly revenue per U.S. Integrated Care member is calculated by dividing the total revenue generated from the Integrated Care segment by the average number of U.S. Integrated Care Members (see note 2) during the applicable period.

6.BetterHelp Paying Users represent the average number of global monthly paying users of our BetterHelp therapy and psychiatry services during the applicable period, including both those who pay directly out-of-pocket and those who utilize their insurance coverage.

7.We have two segments: Integrated Care and BetterHelp. The Integrated Care segment includes a suite of global virtual medical services including general medical, expert medical services, specialty medical, chronic condition management, mental health, and enabling technologies and enterprise telehealth solutions for hospitals and health systems. The BetterHelp segment includes virtual therapy and other wellness services provided on a global basis which are predominantly marketed and sold on a direct-to-consumer basis, including both those who pay directly out-of-pocket and those who utilize their insurance coverage. Within the BetterHelp segment, Consumer and Other primarily includes revenue from BetterHelp Paying Users that pay for services directly out-of-pocket while Insurance Covered Services reflects revenue from BetterHelp Paying Users that utilize insurance coverage to pay for services, which includes any copayments.

8.We have not provided a full line-item reconciliation for net loss to adjusted EBITDA outlook because we do not provide outlook on the individual reconciling items between net loss and adjusted EBITDA. This is due to the uncertainty as to timing, and the potential variability, of the individual reconciling items such as impairments, stock-based compensation and the related tax impact, provision for income taxes, acquisition, integration, and transformation costs, and restructuring costs, the effect of which may be significant. Accordingly, a full line-item reconciliation of the GAAP measure to the corresponding non-GAAP financial measure outlook is not available without unreasonable effort.

9.We have not provided a line-item reconciliation for free cash flow to net cash from operating activities for this future period because we believe such a reconciliation would imply a degree of precision and certainty that could be confusing to investors and we are unable to reasonably predict certain items contained in the GAAP measure without unreasonable effort.

Investors:

Michael Minchak

617-444-9612

ir@teladochealth.com

Media:

Lou Serio

202-569-9715

pr@teladochealth.com

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