Form 8-K

8-K — Teladoc Health, Inc.

Accession: 0001477449-26-000050

Filed: 2026-10-28

Period: 2026-10-28

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-20261028.htm (Primary)

EX-99.1 (tdoc-20260930xexx991.htm)

GRAPHIC (image_0.jpg)

XML — IDEA: XBRL DOCUMENT (R1.htm)

8-K

8-K (Primary)

Filename: tdoc-20261028.htm · Sequence: 1

tdoc-20261028

FALSE000147744900014774492026-10-282026-10-28

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) October 28, 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 October 28, 2026, Teladoc Health, Inc. (the “Company”) issued a press release relating to its financial results for the third 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 October 28, 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: October 28, 2026

Teladoc Health, Inc.

By:

/s/ Adam C. Vandervoort

Name:

Adam C. Vandervoort

Title:

Chief Legal Officer and Secretary

EX-99.1

Filename: tdoc-20260930xexx991.htm · Sequence: 2

Document

Exhibit 99.1

Teladoc Health Reports Third Quarter 2026 Results

NEW YORK, October 28, 2026— Teladoc Health, Inc. (NYSE: TDOC), the global leader in virtual care, today reported financial results for the three months ended September 30, 2026 (“Third Quarter 2026”). Unless otherwise noted, percentage and other changes are relative to the three months ended September 30, 2025 (“Third Quarter 2025”).

Highlights

•Third Quarter 2026 revenue of $605.1 million, down 3% year-over-year

•Third Quarter 2026 net loss of $26.9 million, or $0.15 per share

•Third Quarter 2026 adjusted EBITDA of $79.4 million, up 14% year-over-year

•Integrated Care segment revenue of $398.5 million, up 2% year-over-year, and adjusted EBITDA margin of 18.8%

•BetterHelp segment revenue of $206.6 million, down 13% year-over-year, and adjusted EBITDA margin of 2.2%

“We delivered third quarter results near the upper end of our guidance range for consolidated revenue and above our range for consolidated adjusted EBITDA, reflecting solid execution across our two segments,” said Chuck Divita, Chief Executive Officer of Teladoc Health.

“Within the Integrated Care segment, we continue to advance our innovation agenda, including the implementation of Teladoc One with our early launch partners, while also expanding our capabilities through initiatives such as hybrid care and AI-enabled solutions. In the BetterHelp segment, insurance revenue exceeded our expectations, and we are making encouraging progress expanding provider capacity and scaling access to covered services. While there is more work ahead, we remain focused on disciplined execution against our strategic priorities. The actions we are taking are showing traction, and we believe will position us well for the opportunities ahead.”

Key Financial Data

(In thousands, except per share data, unaudited)

Three Months Ended Nine Months Ended

September 30, September 30,

2026 2025 Change 2026 2025 Change

Revenue $ 605,102 $ 626,439 (3) % $ 1,825,874 $ 1,887,708 (3) %

Net loss $ (26,934) $ (49,507) 46 % $ (129,679) $ (175,179) 26 %

Net loss per share $ (0.15) $ (0.28) 46 % $ (0.72) $ (1.00) 28 %

Adjusted EBITDA (1) $ 79,358 $ 69,909 14 % $ 203,240 $ 197,313 3 %

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

Third Quarter 2026

Revenue decreased 3% to $605.1 million from $626.4 million in Third Quarter 2025. Access fees revenue decreased 10% to $466.7 million while other revenue increased 31% to $138.4 million. U.S. revenue decreased 4% to $489.2 million while International revenue decreased 1% to $115.9 million.

Integrated Care segment revenue increased 2% to $398.5 million in Third Quarter 2026 while BetterHelp segment revenue decreased 13% to $206.6 million, reflecting continued actions to prioritize Insurance Covered Services and the continuing decline in users paying directly out of pocket.

Net loss totaled $26.9 million, or $0.15 per share, for Third Quarter 2026, compared to $49.5 million, or $0.28 per share, for Third Quarter 2025. Results for Third Quarter 2026 included amortization of intangibles of $88.3 million, or $0.49 per share pre-tax, stock-based compensation expense of $11.6 million, or $0.06 per share pre-tax, and restructuring costs related to severance costs and costs associated with office space reductions of $4.4 million, or $0.02 per share pre-tax.

Results for Third Quarter 2025 included amortization of intangibles of $85.8 million, or $0.48 per share pre-tax, stock-based compensation expense of $17.0 million or $0.10 per share pre-tax, and a non-cash goodwill impairment charge of $12.6 million, or $0.07 per share pre-tax. Net loss for Third Quarter 2025 also included restructuring costs related to severance costs and costs associated with office space reductions of $2.0 million, or $0.01 per share pre-tax. The non-cash goodwill impairment charge recorded in Third Quarter 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 Telecare Australia Pty Ltd ("Telecare").

Adjusted EBITDA(1) increased 14% to $79.4 million, compared to $69.9 million for Third Quarter 2025. The Integrated Care segment adjusted EBITDA increased $8.8 million and the BetterHelp segment adjusted EBITDA increased $0.6 million in Third Quarter 2026.

Nine Months Ended September 30, 2026

Revenue decreased 3% to $1,825.9 million from $1,887.7 million in the first nine months of 2025. Access fees revenue decreased 9% to $1,425.6 million while other revenue increased 26% to $400.3 million. U.S. revenue decreased 6% to $1,468.1 million while International revenue increased 7% to $357.8 million.

Integrated Care segment revenue increased 2% to $1,188.2 million in the first nine months of 2026 while BetterHelp segment revenue decreased 11% to $637.7 million.

Net loss totaled $129.7 million, or $0.72 per share, for the first nine months of 2026, compared to $175.2 million, or $1.00 per share, for the first nine months of 2025. Results for the first nine months of 2026 included amortization of intangibles of $266.6 million, or $1.48 per share pre-tax, and stock-based compensation expense of $35.5 million, or $0.20 per share pre-tax. Net loss for the first nine months of 2026 also included restructuring costs of $17.3 million, or $0.10 per share pre-tax, primarily related to severance costs.

Results for the first nine months of 2025 included amortization of intangibles of $258.7 million, or $1.47 per share pre-tax, non-cash goodwill impairment charges of $71.8 million, or $0.41 per share pre-tax, and stock-based compensation expense of $64.5 million, or $0.37 per share pre-tax. Net loss for the first nine months of 2025 also included restructuring costs related to severance costs and costs associated with office space reductions of $12.0 million, or $0.07 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 charges recorded in the first nine months of 2025 were the results of the fair value of the Integrated Care segment being less than its carrying value at the time of the acquisitions of Catapult Health, LLC and Telecare.

Adjusted EBITDA(1) increased 3% to $203.2 million, compared to $197.3 million for the first nine months of 2025. The Integrated Care segment adjusted EBITDA increase of $22.5 million was offset by a $16.6 million decrease in BetterHelp segment adjusted EBITDA in the first nine months of 2026.

Capex and Cash Flow

Cash flow from operations was $106.5 million in Third Quarter 2026, compared to $99.3 million in Third Quarter 2025, and was $180.6 million in the first nine months of 2026, compared to $206.6 million in the first nine months of 2025. Capital expenditures and capitalized software development costs (together, “Capex”) were $30.5 million in Third Quarter 2026, compared to $31.3 million in Third Quarter 2025, and were $95.3 million in the first nine months of 2026, compared to $93.1 million in the first nine months of 2025.

Free cash flow was $75.9 million in Third Quarter 2026, compared to $67.9 million in Third Quarter 2025, and was $85.4 million in the first nine months of 2026, compared to $113.5 million in the first nine 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 $2,395 - $2,441 million

Adjusted EBITDA $277 - $303 million

Net loss per share ($0.95) - ($0.75)

Free Cash Flow $135 - $165 million

U.S. Integrated Care Members (2) 99.5 - 100.5 million

Integrated Care

Revenue growth percentage (year-over-year) 1.1% - 2.1%

Adjusted EBITDA margin 16.0% - 16.6%

BetterHelp

Revenue growth percentage (year-over-year) (16.1%) - (12.9%)

Adjusted EBITDA margin 2.7% - 4.3%

For the fourth quarter of 2026, we expect:

4Q 2026 Outlook Range

Revenue $569 - $615 million

Adjusted EBITDA $74 - $100 million

Net loss per share ($0.23) - ($0.03)

U.S. Integrated Care Members (2) 99.5 - 100.5 million

Integrated Care

Revenue growth percentage (year-over-year) 0.0% - 3.8%

Adjusted EBITDA margin 14.5% - 16.8%

BetterHelp

Revenue growth percentage (year-over-year) (31.5%) - (18.5%)

Adjusted EBITDA margin 9.2% - 15.1%

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

Earnings Conference Call

The Third Quarter 2026 earnings conference call and webcast will be held Wednesday, October 28, 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 meeting ID # 404 870 451. For international participants, please visit the following link for global dial-in numbers, using the same meeting ID # 404 870 451: 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 in 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 performance of our new products, including Teladoc One; (xii) the rate and magnitude of declines in BetterHelp cash-pay users and revenue; (xiii) the extent to which insurance availability changes users’ payment choices; (xiv) available provider capacity including on a state and payer specific basis; (xv) the timing, cost and effectiveness of provider recruitment, credentialing, enrollment, activation, compensation and retention; (xvi) the performance of insurance-specific eligibility, matching, booking, scheduling, utilization, session-duration, claims and collection workflows; (xvii) the effectiveness and revenue consequences of changes in advertising and marketing spending; (xviii) the effects of BetterHelp’s reduced near term emphasis and investment outside the United States; (xix) the cost, timing and effectiveness of platform and provider-capacity investments; (xx) the margin effects of the insurance mix; and (xxi) 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

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Revenue $ 605,102 $ 626,439 $ 1,825,874 $ 1,887,708

Costs and expenses:

Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) 190,258 187,179 578,621 574,545

Advertising and marketing 123,978 167,985 418,902 503,717

Sales 49,578 48,209 150,245 146,853

Technology and development 65,546 67,572 196,272 206,314

General and administrative 107,400 102,581 313,522 323,469

Goodwill impairment — 12,625 — 71,763

Acquisition, integration, and transformation costs 1,565 1,931 4,319 6,777

Restructuring costs 4,404 1,950 17,283 11,989

Amortization of intangible assets 88,286 85,757 266,554 258,725

Depreciation of property and equipment 2,186 2,612 7,115 10,514

Total costs and expenses 633,201 678,401 1,952,833 2,114,666

Loss from operations (28,099) (51,962) (126,959) (226,958)

Interest income (7,040) (7,081) (20,011) (29,819)

Interest expense 4,935 4,526 15,412 14,764

Other expense (income), net 285 815 2,672 (9,991)

Loss before provision for income taxes (26,279) (50,222) (125,032) (201,912)

Provision for income taxes 655 (715) 4,647 (26,733)

Net loss $ (26,934) $ (49,507) $ (129,679) $ (175,179)

Net loss per share, basic and diluted $ (0.15) $ (0.28) $ (0.72) $ (1.00)

Weighted-average shares used to compute basic and diluted net loss per share 181,876,281 176,934,781 180,684,939 175,678,949

Stock-based Compensation Summary

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

Three Months Ended

September 30, Nine Months Ended

September 30,

2026 2025 2026 2025

Cost of revenue (exclusive of depreciation and amortization, which are shown separately) $ 104 $ 509 $ 575 $ 1,588

Advertising and marketing 471 1,083 1,757 3,888

Sales 1,545 3,156 5,082 11,009

Technology and development 2,066 4,129 6,528 14,161

General and administrative 7,430 8,119 21,586 33,857

Total stock-based compensation expense (3) $ 11,616 $ 16,996 $ 35,528 $ 64,503

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

Revenues

Three Months Ended Nine Months Ended

September 30, September 30,

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

Revenue by Type

Access Fees $ 466,721 $ 520,907 (10) % $ 1,425,591 $ 1,570,346 (9) %

Other 138,381 105,532 31 % 400,283 317,362 26 %

Total Revenue $ 605,102 $ 626,439 (3) % $ 1,825,874 $ 1,887,708 (3) %

Revenue by Geography

U.S. $ 489,214 $ 509,774 (4) % $ 1,468,079 $ 1,554,433 (6) %

International 115,888 116,665 (1) % 357,795 333,275 7 %

Total Revenue $ 605,102 $ 626,439 (3) % $ 1,825,874 $ 1,887,708 (3) %

Summary Operating Metrics

Consolidated

Three Months Ended Nine Months Ended

September 30, September 30,

(In millions) 2026 2025 Change 2026 2025 Change

Total Visits 4.0 4.1 (2) % 12.5 12.7 (2) %

Integrated Care

As of September 30,

(In millions)

2026 2025 Change

U.S. Integrated Care Members (2) 100.1 102.5 (2) %

Chronic Care Program Enrollment (4) 1.344 1.165 15 %

Three Months Ended Nine Months Ended

September 30, September 30,

2026 2025 Change 2026 2025 Change

Average Monthly Revenue

Per U.S. Integrated Care Member (5) $ 1.33 $ 1.27 5 % $ 1.31 $ 1.27 3 %

BetterHelp

Average for Average for

Three Months Ended Nine Months Ended

September 30, September 30,

(In millions) 2026 2025 Change 2026 2025 Change

BetterHelp Paying Users (6) 0.336 0.382 (12) % 0.348 0.389 (11) %

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 Nine Months Ended

September 30, September 30,

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

Integrated Care

Revenue $ 398,461 $ 389,538 2 % $ 1,188,211 $ 1,170,516 2 %

Adjusted EBITDA $ 74,881 $ 66,068 13 % $ 196,400 $ 173,897 13%

Adjusted EBITDA margin % 18.8 % 17.0 % 16.5 % 14.9 %

BetterHelp

Consumer and Other $ 174,533 $ 233,226 (25) % $ 570,848 $ 711,389 (20) %

Insurance Covered Services 32,108 3,675 n/m 66,815 5,803 n/m

Total Revenue $ 206,641 $ 236,901 (13) % $ 637,663 $ 717,192 (11) %

Adjusted EBITDA $ 4,477 $ 3,841 17 % $ 6,840 $ 23,416 (71) %

Adjusted EBITDA margin % 2.2 % 1.6 % 1.1 % 3.3 %

n/m - not meaningful

TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

Nine Months Ended

September 30,

2026 2025

Cash flows from operating activities:

Net loss $ (129,679) $ (175,179)

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

Goodwill impairment — 71,763

Amortization of intangible assets 266,554 258,725

Stock-based compensation 35,528 64,503

Depreciation of property and equipment 7,115 10,514

Amortization of right-of-use assets 5,006 7,973

Provision for allowances for doubtful accounts 1,176 (481)

Deferred income taxes (1,535) (31,449)

Other, net 4,279 3,272

Changes in operating assets and liabilities:

Accounts receivable (38,958) 7,664

Prepaid expenses and other current assets (7,289) (1,326)

Inventory 6,113 (1,039)

Other assets 4,022 6,391

Accounts payable (694) 16,256

Accrued expenses and other current liabilities 51,066 (2,247)

Accrued compensation (15,806) (4,795)

Deferred revenue 429 (9,777)

Operating lease liabilities (6,677) (10,249)

Other liabilities (14) (3,904)

Net cash provided by operating activities 180,636 206,615

Cash flows from investing activities:

Capital expenditures (3,802) (6,274)

Capitalized software development costs (91,460) (86,862)

Proceeds from the sale of investment — 740

Acquisitions accounted for as business combinations, net of cash acquired — (81,904)

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

Payments for investments (1,000) (27,875)

Other, net 3 60

Net cash used in investing activities (108,934) (231,684)

Cash flows from financing activities:

Proceeds from the exercise of stock options 37 81

Proceeds from employee stock purchase plan 1,654 1,901

Repayment of convertible senior notes — (550,629)

Payment of credit facility issuance costs — (4,109)

Other, net (2,848) —

Net cash used in financing activities (1,157) (552,756)

Net increase (decrease) in cash and cash equivalents 70,545 (577,825)

Effect of foreign currency exchange rate changes (1,720) 5,747

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

Cash and cash equivalents at end of the period $ 849,909 $ 726,249

TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

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

September 30,

2026 December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents $ 849,909 $ 781,084

Accounts receivable, net of allowance for doubtful accounts of $3,345 and $4,033 at September 30, 2026 and December 31, 2025, respectively

230,949 192,826

Inventories 30,747 38,203

Prepaid expenses and other current assets 114,405 107,016

Total current assets 1,226,010 1,119,129

Property and equipment, net 24,406 26,972

Goodwill 283,190 283,190

Intangible assets, net 1,117,143 1,297,087

Operating lease—right-of-use assets 21,849 26,119

Other assets 102,477 105,803

Total assets $ 2,775,075 $ 2,858,300

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 46,339 $ 47,967

Accrued expenses and other current liabilities 232,413 198,208

Accrued compensation 77,147 96,258

Deferred revenue, current 62,012 62,305

Convertible senior notes, net—current 997,593 —

Total current liabilities 1,415,504 404,738

Operating lease liabilities, net of current portion 28,125 34,204

Deferred revenue, net of current portion 9,122 9,139

Deferred taxes, net 26,993 28,945

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

Other liabilities 608 643

Total liabilities 1,480,352 1,472,594

Commitments and contingencies

Stockholders’ equity:

Common stock, $0.001 par value; 300,000,000 shares authorized; 182,254,430 shares and 178,315,400 shares issued and outstanding as of September 30, 2026 and December 31, 2025 respectively

182 178

Additional paid-in capital 17,888,783 17,850,478

Accumulated deficit (16,559,901) (16,430,222)

Accumulated other comprehensive loss (34,341) (34,728)

Total stockholders’ equity 1,294,723 1,385,706

Total liabilities and stockholders’ equity $ 2,775,075 $ 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; legal settlement costs and recoveries, net; 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;

•adjusted EBITDA does not reflect legal settlement costs and recoveries, net, which include costs incurred to settle specific cases and amounts recovered through insurance reimbursements; 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

September 30, Nine Months Ended

September 30, Fourth Quarter Full Year

2026 2025 2026 2025 2026 2026

Net loss $ (26,934) $ (49,507) $ (129,679) $ (175,179) $(42) - (5) $(172) - (136)

Add:

Provision for income taxes 655 (715) 4,647 (26,733)

Other expense (income), net 285 815 2,672 (9,991)

Interest expense 4,935 4,526 15,412 14,764

Interest income (7,040) (7,081) (20,011) (29,819)

Depreciation of property and equipment 2,186 2,612 7,115 10,514

Amortization of intangible assets 88,286 85,757 266,554 258,725

Restructuring costs 4,404 1,950 17,283 11,989

Acquisition, integration, and transformation costs 1,565 1,931 4,319 6,777

Goodwill impairment — 12,625 — 71,763

Stock-based compensation 11,616 16,996 35,528 64,503

Legal settlement costs and recoveries, net (600) — (600) —

Total Adjustments 106,292 119,416 332,919 372,492 79 - 142 413 - 475

Consolidated Adjusted EBITDA $ 79,358 $ 69,909 $ 203,240 $ 197,313 $74 - 100 $277 - 303

Segment Adjusted EBITDA

Integrated Care $ 74,881 $ 66,068 $ 196,400 $ 173,897

BetterHelp 4,477 3,841 6,840 23,416

Consolidated Adjusted EBITDA $ 79,358 $ 69,909 $ 203,240 $ 197,313

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 Nine Months Ended Outlook (9)

September 30, September 30, Full Year

2026 2025 2026 2025 2026 (in millions)

Net cash provided by operating activities $ 106,458 $ 99,264 $ 180,636 $ 206,615 $263 - 288

Capital expenditures (1,214) (2,280) (3,802) (6,274)

Capitalized software development costs (29,308) (29,038) (91,460) (86,862)

Capex (30,522) (31,318) (95,262) (93,136) (128) - (123)

Free Cash Flow $ 75,936 $ 67,946 $ 85,374 $ 113,479 $135 - 165

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

GRAPHIC

Filename: image_0.jpg · Sequence: 6

Binary file (6417 bytes)

Download image_0.jpg

XML — IDEA: XBRL DOCUMENT

XML

Filename: R1.htm · Sequence: 8

v3.26.3

Cover

Oct. 28, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Oct. 28, 2026

Entity Registrant Name

Teladoc Health, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-37477

Entity Tax Identification Number

04-3705970

Entity Address, Address Line One

155 E 44th Street

Entity Address, Address Line Two

Suite 1700

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10017

City Area Code

203

Local Phone Number

635-2002

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, par value $0.001 per share

Trading Symbol

TDOC

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Amendment Flag

false

Entity Central Index Key

0001477449

- Definition

Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.

+ References

No definition available.

+ Details

Name:

dei_AmendmentFlag

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Area code of city

+ References

No definition available.

+ Details

Name:

dei_CityAreaCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Cover page.

+ References

No definition available.

+ Details

Name:

dei_CoverAbstract

Namespace Prefix:

dei_

Data Type:

xbrli:stringItemType

Balance Type:

Period Type:

duration

- Definition

For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

+ References

No definition available.

+ Details

Name:

dei_DocumentPeriodEndDate

Namespace Prefix:

dei_

Data Type:

xbrli:dateItemType

Balance Type:

Period Type:

duration

- Definition

The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.

+ References

No definition available.

+ Details

Name:

dei_DocumentType

Namespace Prefix:

dei_

Data Type:

dei:submissionTypeItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 1 such as Attn, Building Name, Street Name

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine1

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Address Line 2 such as Street or Suite number

+ References

No definition available.

+ Details

Name:

dei_EntityAddressAddressLine2

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the City or Town

+ References

No definition available.

+ Details

Name:

dei_EntityAddressCityOrTown

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Code for the postal or zip code

+ References

No definition available.

+ Details

Name:

dei_EntityAddressPostalZipCode

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Name of the state or province.

+ References

No definition available.

+ Details

Name:

dei_EntityAddressStateOrProvince

Namespace Prefix:

dei_

Data Type:

dei:stateOrProvinceItemType

Balance Type:

Period Type:

duration

- Definition

A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityCentralIndexKey

Namespace Prefix:

dei_

Data Type:

dei:centralIndexKeyItemType

Balance Type:

Period Type:

duration

- Definition

Indicate if registrant meets the emerging growth company criteria.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityEmergingGrowthCompany

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.

+ References

No definition available.

+ Details

Name:

dei_EntityFileNumber

Namespace Prefix:

dei_

Data Type:

dei:fileNumberItemType

Balance Type:

Period Type:

duration

- Definition

Two-character EDGAR code representing the state or country of incorporation.

+ References

No definition available.

+ Details

Name:

dei_EntityIncorporationStateCountryCode

Namespace Prefix:

dei_

Data Type:

dei:edgarStateCountryItemType

Balance Type:

Period Type:

duration

- Definition

The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityRegistrantName

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b-2

+ Details

Name:

dei_EntityTaxIdentificationNumber

Namespace Prefix:

dei_

Data Type:

dei:employerIdItemType

Balance Type:

Period Type:

duration

- Definition

Local phone number for entity.

+ References

No definition available.

+ Details

Name:

dei_LocalPhoneNumber

Namespace Prefix:

dei_

Data Type:

xbrli:normalizedStringItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

+ Details

Name:

dei_PreCommencementIssuerTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

+ Details

Name:

dei_PreCommencementTenderOffer

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

+ Details

Name:

dei_Security12bTitle

Namespace Prefix:

dei_

Data Type:

dei:securityTitleItemType

Balance Type:

Period Type:

duration

- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

+ Details

Name:

dei_SecurityExchangeName

Namespace Prefix:

dei_

Data Type:

dei:edgarExchangeCodeItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

+ Details

Name:

dei_SolicitingMaterial

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration

- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

Name:

dei_TradingSymbol

Namespace Prefix:

dei_

Data Type:

dei:tradingSymbolItemType

Balance Type:

Period Type:

duration

- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

+ Details

Name:

dei_WrittenCommunications

Namespace Prefix:

dei_

Data Type:

xbrli:booleanItemType

Balance Type:

Period Type:

duration