As filed with the Securities and Exchange Commission on September 3, 2026.

Registration No. 333-    

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

Oura Inc.

(Exact name of registrant as specified in its charter)

415 Kearny Street

San Francisco, California 94108

(415) 429-1773

(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)

Avonte Campinha-Bacote, Esq.

Chief Legal Officer

415 Kearny Street

San Francisco, California 94108

(415) 429-1773

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THIS REGISTRATION STATEMENT IS DECLARED EFFECTIVE.

If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☐

If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

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

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 7(a)(2)(B) of the Securities Act. ☐

The Registrant hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the Registration Statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell nor does it seek an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

Subject to Completion. Dated     , 2026.

    Shares

Oura Inc.

Common Stock

This is the initial public offering of shares of common stock of Oura Inc. We are offering     shares of our common stock, and the selling stockholders identified in this prospectus are offering     shares of our common stock. We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders.

Prior to this offering, there has been no public market for our common stock. It is currently estimated that the initial public offering price per share of common stock will be between $    and $   . We have applied to list our common stock on the Nasdaq Global Select Market (“Nasdaq”) under the symbol “OURA.”

We are an “emerging growth company,” as defined in Section 2(a) of the Securities Act of 1933, as amended, and, as such, will be subject to reduced public company reporting requirements. See “Prospectus Summary—Implications of Being an Emerging Growth Company.”

Investing in our common stock involves risks. See “Risk Factors” beginning on page 21 to read about factors you should consider before buying shares of our common stock.

Neither the Securities and Exchange Commission nor any state securities commission or any other regulatory body has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

At our request, the underwriters have reserved up to   % of the shares of common stock to be offered by this prospectus for sale, at the initial public offering price, to certain of our employees and certain individuals and entities identified by our management. See “Underwriting—Directed Share Program” for additional information.

To the extent that the underwriters sell more than    shares of common stock, the underwriters have the option to purchase up to an additional     shares from the selling stockholders, at the initial public offering price, less underwriting discounts and commissions.

The underwriters expect to deliver the shares against payment in New York, New York on    , 2026.

Robinhood

Prospectus dated      , 2026.

TABLE OF CONTENTS

Through and including      , 2026 (the 25th day after the date of this prospectus), all dealers effecting transactions in these securities, whether or not participating in this offering, may be required to deliver a prospectus. This is in addition to a dealer’s obligation to deliver a prospectus when acting as an underwriter and with respect to an unsold allotment or subscription.

You should rely only on the information contained in this prospectus and any free writing prospectus prepared by or on behalf of us that we have referred to you. We have not, and the selling stockholders and the underwriters have not, authorized anyone to provide you with additional or different information. If anyone provides you with additional, different or inconsistent information, you should not rely on it. Offers to sell, and solicitations of offers to buy, shares of our common stock are being made only in jurisdictions where offers and sales are permitted. The information contained in this prospectus is accurate only as of the date of this prospectus, regardless of the time of delivery of this prospectus or of any sale of our common stock. Our business, financial condition, operating results, and prospects may have changed since such date.

No action is being taken in any jurisdiction outside the United States to permit a public offering of our common stock. Persons who come into possession of this prospectus in jurisdictions outside the United States are required to inform themselves about and to observe any restriction as to this offering and the distribution of this prospectus applicable to those jurisdictions. See “Underwriting.”

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GLOSSARY

Activity Score. Activity Score refers to the feature in Oura App that measures a user’s daily activity, step count, training frequency, and training volume, among other metrics.

Algorithms. Oura Algorithms are Oura’s proprietary signal-processing and machine-learning methods that transform Oura Ring and Oura App data into interpretable health, sleep, activity, and other insights.

Blood Pressure Signals. Blood Pressure Signals refers to the feature in Oura App that monitors trends in a user’s nighttime photoplethysmography (“PPG”) data over 30 days to track blood pressure related patterns. The Blood Pressure Signals feature is a component of the broader Health Radar feature.

BMI. BMI refers to body mass index, a measure of body fat based on height relative to weight.

Cardio Capacity. Cardio Capacity refers to the feature in Oura App that measures a member’s age-adjusted VO² maximum reading, which is the maximum amount of oxygen a member’s body is able to utilize during exercise.

Cardiovascular Age. Cardiovascular Age refers to the feature in Oura App that estimates the health of a member’s heart and arteries compared to the member’s actual age via Oura Ring’s PPG sensor.

Chronic Stress. Chronic Stress refers to the feature in Oura App that synthesizes daytime stress signals and nighttime recovery metrics to evaluate the balance between strain and restoration, helping members contextualize stress within everyday life and buildup of stress over time, which can be associated with burnout and other adverse health outcomes.

Chronotype. Chronotype refers to a feature in Oura App that provides insights on a user’s individual circadian preferences.

Circles. Circles refers to the feature in Oura App that allows members to share select insights with trusted individuals, encouraging connection, check-ins, and shared progress over time.

DAU-to-MAU Ratio. DAU-to-MAU Ratio refers to the ratio of daily active users (“DAUs”) to monthly active users (“MAUs”) for a given measurement period. A DAU refers to a member who engages with the Oura App at least once a day. We measure DAUs for a given period by calculating the average DAUs across each day during that period. An MAU refers to a member who engages with the Oura App at least once during a rolling 30-day window. We measure MAUs for a given period by calculating the average MAUs across each day during that period.

Education. Education refers to the feature in Oura App that delivers in-app educational content that explains health metrics, features, and trends to help members better understand and interpret their data.

Experiments. Experiments refers to the feature in Oura App that enables members to test how specific behaviors—such as changes to sleep schedules or activity routines—affect their data over time.

Fertile Window. Fertile Window refers to the feature in Oura App that provides members with information about which days of the month they are most likely to conceive.

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Glucose. Glucose refers to the feature in Oura App that enables members to view glucose data through a direct integration with the Stelo glucose biosensor by Dexcom, presented alongside sleep, activity, stress, and meal timing.

Health Foundation Models. Oura’s proprietary health foundation models are pre-trained neural networks developed using more than a decade of longitudinal, real-world biometric data. These AI and machine-learning models decode our granular data and generate predictive algorithms that power our health capabilities.

Health Panels. Health Panels refers to the feature in Oura App that allows users to schedule comprehensive lab tests that measure 50 health biomarkers and to get results—all within Oura App.

Health Pillars. Health Pillars refer to the primary categories across which Oura provides features and insights, namely sleep & recovery, activity & movement, stress & resilience, heart health, nutrition & metabolic health, and women’s health.

Health Radar. Health Radar refers to the feature in Oura App that brings together key cardiovascular, respiratory, and strain signals in one central dashboard. The Health Radar feature broadly is made up of features focused on both long-term patterns, including Nighttime Breathing and Blood Pressure Signals, and short-term strain, including Symptom Radar.

Heart Rate Variability. Heart Rate Variability (“HRV”) refers to the feature in Oura App that measures the constant variation in milliseconds between a user’s heartbeats.

Integrations. Integrations refers to the feature in Oura App that connects the Oura platform with select third-party services, such as Strava, to sync workout activities, expanding the breadth of insights available.

Meals. Meals refers to the feature in Oura App that supports meal logging, including photo capture and automatic identification, with key insights about the nutritional content of a member’s meal from Oura Advisor.

Meditation Guides. Meditation Guides refers to the feature in Oura App that provides guided mindfulness and breathing techniques to support relaxation and stress management—factors linked to overall mood and health.

Neural Networks. Neural Networks refer to machine learning models made of layers of interconnected units that learn patterns from data by adjusting weights during training.

Nighttime BP. Nighttime BP refers to the feature in Oura App that helps users measure the degree to which their blood pressure dips or rises overnight.

Nighttime Breathing. Nighttime Breathing refers to the feature in Oura App that helps users measure and track their breathing trends and disturbances during sleep, based on signals from Oura Ring. The Nighttime Breathing feature is a component of the broader Health Radar feature focused on long-term patterns.

Oura Advisor. Oura Advisor provides an AI-powered personal health companion in the form of an interface in Oura App that allows members to explore their data through natural-language interaction and provides personalized guidance on sleep, activity, readiness, resilience and more.

Oura Women’s Health Expert. Oura Women’s Health Expert is the owned and operated custom large language model provided within the Oura Advisor to provide women’s health support and information.

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Oura App. Oura App is the primary interface through which members access and engage with their health data.

Oura Labs. Oura Labs refers to the feature in Oura App that offers early access to select experimental features, enabling members to explore new insights and product capabilities as they are developed and refined.

Oura Membership. Oura Membership refers to the recurring subscription service that provides members with access to additional features and functionality through Oura App, including personalized health insights, scores, trends, and recommendations across sleep, activity, readiness, stress, heart health, metabolic health, and women’s health.

Oura Ring. Oura Ring is a smart ring designed for continuous all-day wear, combining advanced health sensing with AI-powered insights and actions across sleep, activity, metabolic health, and more.

Paid Members. A Paid Member is a member that has the right to receive Oura Membership service following activation and a valid method of payment being provided and is not part of a new member free trial. Paid Members include members in a grace period of up to 28 days after failing to pay their membership fee. Voluntary cancellations generally become effective at the end of the prepaid membership period. Involuntary cancellations become effective at the end of the 28 day grace period referenced above. The Company from time to time offers a limited period of free membership as a concession to certain members; in these situations, these members are counted as Paid Members.

Photoplethysmography. Optical technique used to non-invasively detect blood volume changes.

Readiness Score. Readiness Score refers to the feature in Oura App that measures a member’s body recovery and capacity for daily activity.

Rings Sold. The number of rings that are shipped and recognized as revenue in a given period. Recorded net of returns, warranty replacements, and web sales exchanges.

Sleep Debt. Sleep Debt refers to the feature in Oura App that shows users how much sleep they have missed over the past two weeks, based on their personal sleep need estimation.

Sleep Score. Sleep Score refers to the feature in Oura App that measures sleep quality based on total sleep, efficiency, disturbances, and Sleep Stages.

Sleep Stages. Sleep Stages refers to the levels of sleep Oura Ring measures, namely the (i) Awake, (ii) REM, (iii) Light, and (iv) Deep sleep stages (collectively, “Sleep Stages”).

Smart Sensing. Smart Sensing refers to Oura’s patented sensor technology that dynamically adapts to each member’s physiology – including factors such as skin tone, BMI, age, and movement – to optimize signal quality and measurement accuracy.

Symptom Radar. Symptom Radar refers to the feature in Oura App that identifies early deviations from personal baseline patterns that may be associated with emerging physiological strain. The Symptom Radar feature focuses on short-term physiological strain and is a component of the broader Health Radar feature.

Trends and Reports. Trends and Reports refers to the feature in Oura App that allows members to analyze patterns over time through structured summaries across weekly, monthly, and longer-term periods.

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Weighted-Average 12-Month Paid Member Retention. Weighted-Average 12-Month Paid Member Retention refers to the weighted-average retention based on cohort size for each monthly cohort, calculated for the applicable measurement period. We group our Paid Members into monthly cohorts based on their membership subscription start date. Retention is measured at a 12-month interval, representing the percentage of Paid Members remaining in any given monthly cohort 12 months after their paid membership start date, inclusive of winbacks within the same 12-month period. Winbacks are defined as reactivated Paid Members who cancelled their membership for at least 28 days.

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ABOUT THIS PROSPECTUS

On March 31, 2026, we completed a series of reorganization transactions to effect our redomiciliation from Finland to the United States (the “Reorganization”). The Reorganization resulted in (i) Oura Inc., a Delaware corporation formed on January 28, 2026, becoming the parent entity of our consolidated group, (ii) Oura Inc.’s predecessor, Oura Health Oy, becoming a wholly owned subsidiary of Oura Inc., and (iii) all of the pre-existing securityholders of Oura Health Oy becoming securityholders of Oura Inc., with such securityholders retaining identical economic interests and shareholder rights as they had prior to the Reorganization. As used in this prospectus, unless the context otherwise requires, references to “we,” “us,” “our,” the “Company,” “ŌURA,” “Oura,” and similar terms refer, (a) for periods prior to March 31, 2026, to Oura Health Oy and its subsidiaries, and (b) for periods on and after March 31, 2026, to Oura Inc. and its subsidiaries. Certain capitalized terms used in this prospectus are defined in the section titled “Glossary.”

Our fiscal year ends on September 30. All references to fiscal 2025 and fiscal 2024 in this prospectus refer to our fiscal years ended September 30, 2025 and 2024, respectively. The consolidated financial statements and other financial information of Oura included in this prospectus reflect the historical consolidated financial statements of Oura Health Oy, as retroactively adjusted to give effect to the Reorganization as though it had occurred on October 1, 2023, and Oura Inc. had existed as the parent entity of our consolidated group as of such date. See Note 1 to the consolidated financial statements included elsewhere in this prospectus.

Certain monetary amounts, percentages, and other figures included elsewhere in this prospectus have been subject to rounding adjustments. Accordingly, figures shown as totals in certain tables or charts may not be the arithmetic aggregation of the figures that precede them, and figures expressed as percentages in the text may not total 100% or, as applicable, when aggregated may not be the arithmetic aggregation of the figures that precede them.

This prospectus includes our trademarks, trade names, and service marks, including but not limited to ŌURA^®, Oura^®, Ō^®, Oura Ring^™, and Oura Membership^™, which are protected under applicable intellectual property laws. This prospectus also contains trademarks, trade names, and service marks of other companies, which are the property of their respective owners. Solely for convenience, trademarks, trade names, and service marks referred to in this prospectus may appear without the ^®, ^™, or ^SM symbols, but such references are not intended to indicate, in any way, that we will not assert, to the fullest extent permitted under applicable law, our rights or the rights of the applicable licensor of these trademarks, trade names, and service marks. We do not intend our use or display of other parties’ trademarks, trade names, or service marks to imply, and such use or display should not be construed to imply, a relationship with, or endorsement or sponsorship of us by, these other parties.

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MARKET, INDUSTRY, AND OTHER DATA

This prospectus includes estimates regarding market and industry data. Unless otherwise indicated, information concerning our industry and the markets in which we operate, including our general expectations, market position, market opportunity, and market size, are based on our management’s knowledge and experience in the markets in which we operate, together with currently available information obtained from various sources, including publicly available information, industry reports and publications, surveys, our members and providers, and other contacts in the markets in which we operate. Certain information is based on management estimates, which have been derived from third-party sources, as well as data from our internal research, and are based on certain assumptions that we believe to be reasonable.

In presenting this information, we have made certain assumptions that we believe to be reasonable based on such data and other similar sources and on our knowledge of, and our experience to date in, the markets in which we operate. While we believe the estimated market and industry data included in this prospectus are generally reliable, such information, which is derived in part from management’s estimates and beliefs, is inherently uncertain and imprecise, and you are cautioned not to give undue weight to such estimates. Market and industry data are subject to change and may be limited by the availability of raw data, the voluntary nature of the data gathering process, and other limitations inherent in any statistical survey of such data. In addition, projections, assumptions, and estimates of the future performance of the markets in which we operate are necessarily subject to uncertainty and risk due to a variety of factors, including those described in the sections titled “Risk Factors” and “Cautionary Note Regarding Forward-Looking Statements.” These and other factors could cause results to differ materially from those expressed in the estimates made by third parties and by us. Accordingly, you are cautioned not to place undue reliance on such market and industry data or any other such estimates. The content of, or accessibility through, the sources and websites identified herein, except to the extent specifically set forth in this prospectus, does not constitute a portion of this prospectus and is not incorporated herein, and any websites are an inactive textual reference only.

Certain statistical information in this prospectus is based on the following survey and research study reports conducted by us:

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This prospectus includes certain statements and quotations attributed to individual members of the Company’s platform. These member testimonials reflect the personal experiences and opinions of the individuals quoted and do not constitute, and should not be construed as, (i) claims by us regarding the efficacy of Oura Ring, Oura App, Oura Membership, or any of our other products or features for the diagnosis, treatment, cure, mitigation, or prevention of any disease or medical condition; (ii) endorsements by us of any specific health outcome described by such members; or (iii) representations that any particular member will achieve similar results. Individual experiences may vary. Our products are designed to provide health and wellness insights and are not intended to be used as medical devices except to the extent specifically disclosed in this prospectus. Member testimonials have not been independently verified by us or any of the underwriters.

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RISK FACTORS

Investing in our common stock involves a high degree of risk. You should carefully consider and read the following risk factors, together with all of the other information contained in this prospectus, including the section titled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and our consolidated financial statements and related notes thereto, before deciding to invest in our common stock. The risks described below are not the only ones we face. Our business, financial condition, and results of operations could be adversely affected by any of these risks or uncertainties, as well as by risks or uncertainties not currently known to us, or that we do not currently believe are material. In such a case, the trading price of our common stock could decline, and you could lose some or all of your investment. Certain statements contained in the risk factors described below are forward-looking statements. See “Cautionary Note Regarding Forward-Looking Statements” for more information.

Risks Related to Our Business and Industry

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.

We have experienced significant and rapid growth, with total revenue increasing from $406.8 million in fiscal 2024 to $907.9 million in fiscal 2025, representing approximately 123% year-over-year growth, and from $697.6 million in the nine months ended June 30, 2025 to $1,214.5 million in the nine months ended June 30, 2026, representing approximately 74% year-over-year growth. Hardware revenue grew from $331.2 million to $749.4 million and membership revenue grew from $75.5 million to $158.5 million in fiscal 2024 and fiscal 2025, respectively. Hardware revenue was $974.0 million and membership revenue was $240.5 million for the nine months ended June 30, 2026, compared to $588.7 million and $108.8 million, respectively, for the nine months ended June 30, 2025. However, our recent rate of growth may not be sustainable or indicative of our future rate of growth, and in future periods, our revenue could grow more slowly than we expect or decline.

We believe that continued growth in revenue, as well as our ability to improve or maintain margins and profitability, will depend upon, among other factors, our ability to address the challenges, risks, and difficulties described in this “Risk Factors” section. We cannot provide assurance that we will be able to successfully manage any such challenges or risks to our future growth. Any of these factors could cause our revenue growth to slow or decline and may adversely affect our margins and profitability. Because we have a limited history operating at our current scale in an evolving market and across expanding channels, our ability to forecast quarterly or annual results is reduced, and our predictions about future revenue and expenses may be less accurate than if we had a longer operating history. Even if our revenue continues to increase, our growth rate may slow for a number of other reasons, including if there is a slowdown in the growth of demand for our products, an increase in competition, a decrease in the growth or reduction in the size of our overall market, or if we cannot capitalize on growth opportunities. Failure to continue to grow our revenue or improve or maintain margins would adversely affect our business, financial condition, and results of operations. You should not rely on our historical rate of growth as an indication of our future performance.

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.

Our growth depends in part on our ability to continue to attract new members to our products and services and to retain and expand our relationships with existing members over time. We acquire members across multiple channels, including our direct-to-consumer website, our retail partners, our

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distribution partners, and our partner programs. We have made, and expect to continue to make, investments in product development, marketing, and channel expansion to acquire new members, and these investments may not result in new members, or in increased sales of our products and services. As our brand becomes more widely known, we may not attract new members at the same rates as we have in the past. If consumers are not convinced that our products and services are superior to alternatives, or if we are unable to scale our channels and partner relationships effectively, our ability to acquire new members and grow our business may be harmed.

Our success also depends in large part on our ability to retain existing members and to maintain or increase sales to those members over time. A meaningful portion of our revenue is generated from recurring membership subscriptions, which are automatically renewed until cancelled by the member or terminated by us, and members may cancel at any time without penalty. In addition, a portion of our membership base is supported through partner programs in which a partner pays for memberships on behalf of eligible end users. If those partners do not renew or expand their programs, or if end users no longer qualify for the program, those individuals are required to convert to an individually paid membership in order to retain access to our membership offering, and many may not do so. Furthermore, some customers choose to purchase our products but do not purchase a membership subscription. If we are unable to continue to attract new members, or our existing members decrease their spending on our products and services or fail to renew their memberships or make repeat purchases, our business, financial condition, results of operations, and growth prospects will be adversely affected.

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.

Our products and services are offered in the highly competitive health and wellness wearables market. We face significant competition in many aspects of our business, including from large, broad-based consumer electronics and technology companies that offer general-purpose smartwatches and fitness trackers; performance-oriented or category-specific wearables; and software-based health and wellness companies that provide device-agnostic insights. Moreover, we expect the competition in our market to intensify in the future as new and existing competitors introduce new or enhanced products and services that compete with ours.

Our competitors may develop, or have already developed, products, features, content, services, or technologies that are similar to ours or that achieve greater acceptance, may undertake more successful product development efforts, create more compelling employment opportunities or marketing campaigns, or may adopt more aggressive pricing policies, including by discounting hardware in order to gain market share or providing a membership model with no subscription fee. Our competitors may develop or acquire, or have already developed or acquired, intellectual property rights that significantly limit or prevent our ability to compete effectively. In addition, our competitors may have significantly greater resources than us, with more diversified product portfolios, established supply chains and distribution channels, and strong global brand recognition, allowing them to identify and capitalize more efficiently upon opportunities in new markets and consumer preferences and trends, quickly transition and adapt their products and services, devote greater resources to marketing and advertising, or be better positioned to withstand substantial price competition. If we are not able to compete effectively against our competitors, they may acquire and engage members or generate revenue at the expense of our efforts, which could have an adverse effect on our business, financial condition, and results of operations.

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We have only recently achieved profitability and may not maintain profitability in the future.

We have a history of operating losses and have only recently achieved profitability. While we generated net income of $60.8 million for the nine months ended June 30, 2026, $0.01 million for fiscal 2025, and $3.6 million for fiscal 2024, there can be no assurance that we will maintain profitability in any future period. We expect our operating expenses to increase in the future as we increase our sales and marketing efforts, continue to invest in research and development of new hardware features, software, and membership offerings, hire additional personnel, expand our operating infrastructure, and expand into new geographies. Further, as a public company, we will incur additional legal, accounting, and other expenses that we did not incur as a private company. These efforts and additional expenses may be more costly than we expect, and we cannot guarantee that we will be able to increase our net revenues to offset our increased operating expenses. Our revenue growth may slow for a number of other reasons, including if we experience reduced demand for our products, increased competition, a decrease in the growth or reduction in the size of our overall market or if we cannot capitalize on growth opportunities. We expect to incur significant expenses as we expand internationally, invest in product development, and scale our operations, and we cannot make assurances that we will remain profitable. If our revenue does not grow at a greater rate than our operating expenses, we will not be able to maintain our current level of profitability.

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.

Our success in growing our revenue depends, in part, on our ability to continue developing and commercializing new, innovative, and updated products and features, identify, originate, and respond to trends, and anticipate changing consumer preferences in a timely manner. Our products and services are subject to changing consumer preferences and rapidly evolving technology that cannot be predicted with certainty. We have to date introduced multiple successive generations of Oura Ring, including the releases of Oura Ring 4 on October 15, 2024 and Oura Ring 5 on June 4, 2026, and we expect to continue to develop and introduce additional generations of Oura Ring and additional features and functionality for our membership offering. If we are unable to introduce new or enhanced offerings in a timely manner, obtain any necessary U.S. Food and Drug Administration (“FDA”) or other required marketing authorizations for our new or enhanced offerings, or our new or enhanced offerings are not accepted by our members, our competitors may introduce similar offerings faster than us, which could negatively affect our rate of growth. Moreover, our new offerings may not receive consumer acceptance as preferences could shift rapidly to different types of consumer wearables or digital health offerings, or away from these types of offerings altogether, and our future success depends in part on our ability to anticipate and respond to these changes. Failure to anticipate and respond in a timely manner to changing consumer preferences could lead to, among other things, lower membership subscription rates, lower hardware sales, increased member churn, pricing pressure, lower gross margins, discounting of existing generations of Oura Ring, and excess inventory levels. Even if we are successful in anticipating consumer preferences, our ability to adequately react to and address them will partially depend upon our continued ability to develop and introduce innovative, high-quality offerings. Development of new or enhanced products and services may require significant time and financial investment, which could result in increased costs and a reduction in our profit margins, without guarantees of success. For example, we have historically incurred higher levels of sales and marketing expenses accompanying each new product introduction. Moreover, the market for health and wellness wearables is evolving rapidly, and competitors are introducing new products and features regularly. If we do not continue to successfully develop and introduce new product generations and features, if our products become obsolete, if our products or features do not receive any required marketing authorizations, or if our new products fail to achieve market acceptance, our business, financial condition, and results of operations may be adversely affected.

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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.

Oura Ring is a complex product that combines hardware, embedded firmware, and software, and that integrates components, materials, sensors, and batteries sourced from a range of third-party suppliers. Oura Ring could contain design or manufacturing defects in its materials, hardware, firmware, or software, including defective components or “bugs” that interfere with Oura Ring’s intended operation, reduce its useful life, or cause injury to a user. Although we extensively and rigorously test new generations of Oura Ring before their release, and review the quality management systems of our suppliers, there can be no assurance we will be able to detect, prevent, or fix all defects.

There can be no assurance that we will be able to timely detect and fix all issues and defects in the hardware, software, and services we offer. Failure to do so could result in widespread technical and performance issues affecting our products and services and could lead to litigation, claims or investigations against us. Design and manufacturing defects, real or perceived, and litigation, claims or investigations related thereto, may subject us to judgments or settlements that result in damages materially in excess of the limits of our insurance coverage. In addition, we may be exposed to recalls, product replacements, or modifications, write-offs of inventory, property and equipment, or intangible assets, and significant warranty and other expenses such as litigation costs and regulatory fines. If we cannot successfully defend any large claim or potential liability, maintain our general liability insurance on acceptable terms, or maintain adequate coverage against potential claims, our financial results could be adversely impacted. Further, quality problems could adversely affect the experience for users of our products and services, and result in harm to our reputation, loss of competitive advantage, poor market acceptance, reduced demand for our products and services, delay in new product and service introductions, and lost revenue.

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.

We generally provide a 30-day right of return for purchases through our direct-to-consumer channel and a one-year limited warranty on Oura Rings, except in jurisdictions where a longer warranty period is required by law. The occurrence of real or perceived quality problems or material defects in current or future generations of Oura Ring has in the past and could in the future expose us to warranty claims or increases in returns. For example, certain cohorts of Oura Ring 4 have exhibited battery performance issues, which has resulted in increased warranty claims and warranty-related costs as we have replaced affected Oura Rings free of charge under our warranty and, in some cases, outside of the warranty period. In connection with the launch of Oura Ring 5 on June 4, 2026, we continue to monitor product performance closely, and there can be no assurance that current or future product generations will not experience similar or other quality issues that could result in elevated warranty costs. We may experience similar or other defects in current or future generations of Oura Ring, and we may be required to record additional warranty reserves, recall affected units, or otherwise incur material warranty, replacement, or remediation costs in the future. If, in the future, we develop products regulated by the FDA or other government regulators as medical devices or if such regulators otherwise determine that our Oura Rings are medical devices, then we will also be subject to laws applicable to medical device recalls. In addition, we may not replace damaged or faulty products in the future at the same level or on the same terms as we have historically replaced Oura Ring 4, which may result in negative publicity or harm our brand. Because access to our membership offering depends on

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the continued performance of Oura Ring, defects in or safety issues with Oura Ring could also impair the experience of our members, reduce member engagement, and adversely affect our membership renewal and retention rates. In addition, any negative publicity, regulatory inquiry, or lawsuits relating to the perceived quality and safety of our products could harm our brand, decrease demand for our products and services, and adversely affect our business, financial condition, and results of operations.

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.

Our members use their Oura Ring to track over 50 health and wellness metrics. We anticipate introducing new metrics and features in the future and may update or remove existing metrics or features. If the software used on our platform malfunctions and fails to accurately track, display, record, or retain member metrics, it could negatively impact our members’ experience, and we could face claims alleging that our products and services do not operate as advertised. If the product does not accurately track certain measurements for certain populations of users, then the data provided to such users may not be as accurate as the data provided to other users. Such inaccuracies and claims could result in negative publicity, product liability, product safety claims, and/or class action litigation. We have in the past and may in the future be subject to private litigation, including consumer class action litigation, alleging that our products and services do not operate as advertised. Researchers and other third parties have and may, in the future, publish articles on the accuracy of our devices as compared to other wearables and the accuracy of our products as compared to medical devices or medical products used for sleep studies and other studies upon which healthcare providers rely to make medical decisions for a particular patient. Such studies may indicate that our products are not as accurate with respect to certain measurements or with respect to certain populations of users. If our products and services fail to provide accurate metrics and data to our members, or if there are reports or claims of inaccurate metrics and data or claims of inaccuracy regarding the overall health benefits of our products and services in the future, we may become subject to litigation and regulatory proceedings, our members’ experience may be negatively impacted and our brand and reputation, financial condition, and results of operations could be harmed.

We do not have internal manufacturing capabilities and rely on a limited number of contract manufacturers and suppliers, certain of whom are single-source providers, for the production of Oura Ring. Any disruption, capacity constraint, quality issue, or price increase could result in product shortages, delays, increased costs, or quality issues that could adversely affect our business, financial condition, and results of operations.

We do not maintain our own manufacturing capabilities and rely on a limited number of third-party contract manufacturers to assemble and produce Oura Ring. We also rely on third-party suppliers for components used in Oura Ring, including semiconductors, sensors, batteries, flexible printed circuit boards, titanium and other ring cover materials, and packaging materials, some of which we procure from single-source or limited-source suppliers. We may experience operational difficulties with our contract manufacturers and suppliers, including reductions in the availability of production capacity, failures to comply with product specifications, insufficient quality control, failures to meet production deadlines, increases in manufacturing or component costs, and longer lead time required to procure components or finished goods. We may not appropriately verify and monitor the quality of our contract manufacturers and suppliers and ensure that they have adequate systems in place to produce goods that meet our quality expectations. Our contract manufacturers and suppliers may experience disruptions in their manufacturing operations due to equipment breakdowns, regulatory inspections and inquiries, labor strikes or shortages, natural disasters, public health events, geopolitical events, component or material shortages, cost increases, or other similar problems, and we have experienced, and expect to continue to experience from time to time, shortages of, and delays in procuring, certain

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components. A shortage in the supply of components may also result in an increase in the cost of procuring those components, and supply chain disruptions or component cost increases could affect our ability to maintain timely and cost-effective production of Oura Ring. In addition, we may not be able to renew our contracts with our contract manufacturers and suppliers on acceptable terms, or identify contract manufacturers or suppliers who are capable of producing new generations of Oura Ring or the components required for them, which could adversely affect our business, financial condition, and results of operations.

We derive substantially all of our revenue from sales of Oura Ring and subscriptions to Oura Membership. Any decline in demand for Oura Ring, failure of future product generations to achieve market acceptance, or erosion of our subscription base could have a disproportionate and adverse effect on our business, financial condition, and results of operations.

To date, substantially all of our revenue has been derived from sales of Oura Ring and from sales of our recurring Oura Membership offering, which is sold in conjunction with, and depends on the use of, Oura Ring. We expect to continue to derive substantially all of our revenue from sales of Oura Ring and our membership offering for the foreseeable future, and we have no other material sources of revenue. For fiscal 2025, approximately 83% of our total revenue was generated from hardware revenue and approximately 17% was generated from membership revenue. For the nine months ended June 30, 2026, approximately 80% of our total revenue was generated from hardware revenue and approximately 20% was generated from membership revenue.

Because our hardware and membership offerings are closely related—members generally must purchase an Oura Ring in order to subscribe to our membership, and our membership offering is designed to enhance and extend the value of Oura Ring—adverse developments affecting either offering could have a disproportionate impact on our overall business. Among other things, a decline in unit sales of Oura Ring would directly reduce our hardware revenue and would also be expected to reduce new member additions to, and renewals of, our membership offering. Additionally, if members do not perceive sufficient value in our membership offering, perceive our competitors’ offerings as more valuable, trendy, comfortable, and/or useful, fail to renew their subscriptions, or reduce the rate at which they purchase additional or new generations of Oura Ring, our membership revenue and our future hardware revenue could be adversely affected, and we may be unable to grow membership revenue as a percentage of total revenue. Because we derive substantially all of our revenue from Oura Ring and our membership offering, any material decline in sales of, or member engagement with, either offering would have a pronounced impact on our future revenue and results of operations, and could have an adverse effect on our business, financial condition, and results of operations.

Current tensions in international trade and existing and potential tariffs imposed by the U.S. government or other governments, particularly those affecting imports from Asia where we source certain components and where some of our manufacturing occurs, could increase the cost of our products and components and adversely affect our business, financial condition, and results of operations.

There is significant uncertainty about the future of trade relationships around the world, including potential changes to trade treaties, laws, regulations, policies, customs duties, taxes, and tariffs. In particular, the U.S. government has imposed tariffs on products imported from certain countries in which we do business or in which the components and finished units of Oura Ring are produced, such as Estonia, Finland, Mexico, South Korea, China, and the Netherlands. The United States has also imposed tariffs on certain sectors and materials. Some countries have responded with new or increased tariffs or other trade barriers of their own. Tariff rates and the scope of products subject to tariffs have changed based on action by the U.S. government. Certain of these tariffs have been subsequently paused or modified, including as a result of negotiations with the United States, and the situation remains fluid.

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The United States or countries into which we import products have adjusted or imposed new quotas, duties, tariffs or reciprocal tariffs or other restrictions, and may in the future impose additional such restrictions. These imposed and announced tariffs have impacted, or have the potential to impact, our imports from other countries. For example, Oura Ring incorporates titanium, aluminum, and other metals, certain of which are or may become subject to reciprocal tariffs from other countries based on their metal content. The ultimate impact of tariffs will depend on various factors, including the length of time such tariffs remain in place, the ultimate levels of such tariffs and how other countries respond to U.S. tariffs. A broader global trade war could disrupt our supply chain and international expansion plans. The ongoing uncertainty around U.S. trade policy makes it difficult to predict the extent or timing of any tariff impacts on our business, and we continue to monitor these developments.

If tariffs, trade restrictions or other trade barriers are expanded or interpreted by a court or governmental agency to apply to more of our products or services, then our exposure to future tariffs, taxes, and duties on such imported products and components could be significant and could have a material effect on our business, financial condition, and results of operations, including gross margin. There can be no assurance that we will not experience a disruption in our business related to these or other changes in trade practices, and any changes to our operations, the pricing of our products and services, or our sourcing strategy in order to mitigate any such tariff costs could be complicated, time-consuming, costly and may be perceived negatively. Furthermore, our business may be adversely affected by tariffs or trade measures taken by other countries, which could harm our business, financial condition, and results of operations. Trade barriers, or the perception that any of them could be imposed, have already and may in the future have a negative impact on global economic conditions and the stability of global financial markets, and may significantly reduce global trade and, in particular, trade between affected countries and the United States. Negative perceptions of the United States abroad, as a result of tariff measures or otherwise, could lead to partial or total boycotts of products or services associated with the United States, including our own, and reciprocal boycotts in response. Any of these factors could have an adverse effect on our business, financial condition, and results of operations.

If we are unable to accurately forecast consumer preferences and demand in a timely manner, or if we are unable to effectively manage our inventory, our business, financial condition, and results of operations may be adversely affected.

To ensure adequate inventory supply, we must forecast inventory needs, expenses, and place orders sufficiently in advance with our suppliers and contract manufacturers, based on our estimates of future demand for Oura Ring. Failure to accurately forecast our needs may result in manufacturing delays or increased costs. Our ability to accurately forecast demand could be affected by many factors, including changes in consumer demand for our products and services, changes in demand for the products and services of our competitors in the consumer wearable and digital health markets, unanticipated changes in general market conditions, long manufacturing lead times and component constraints, and the weakening of economic conditions or consumer confidence in future economic conditions. This risk may be exacerbated by the fact that we may not carry a significant amount of inventory, either directly or with our third-party contract manufacturers or logistics providers, and may not be able to satisfy short-term demand increases. If we fail to accurately forecast consumer demand, we may experience excess inventory levels or a shortage of Oura Rings available for sale.

Inventory levels in excess of consumer demand may result in inventory write-downs or write-offs and the sale of excess inventory at discounted prices, which would cause our gross margins to suffer and could impair the strength and premium nature of our brand. Further, lower than forecasted demand could also result in excess manufacturing capacity or reduced manufacturing efficiencies, which could result in lower margins. Conversely, if we underestimate consumer demand, our suppliers and contract manufacturers may not be able to deliver Oura Rings to meet our requirements or we may be subject

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to higher costs in order to secure the necessary production capacity. An inability to meet consumer demand and delays in the delivery of our Oura Rings to our customers could result in reputational harm and damaged customer and partner relationships and have an adverse effect on our business, financial condition, and results of operations.

A significant portion of our revenue is derived from a limited number of retail partners. An emerging and growing portion of our revenue is derived from corporate and enterprise customers. The loss of, or a material reduction in orders from, any of these partners could adversely affect our business, financial condition, and results of operations.

A growing portion of our revenue is derived from sales of Oura Ring through a limited number of large national and international retail partners, including Amazon, Best Buy, and Target, that resell Oura Ring to consumers, in addition to sales generated through corporate and enterprise customers, including the U.S. Department of Defense (the “DoD”), and our direct-to-consumer channel. We expect our reliance on retail partners to increase as we continue to expand our retail footprint, both in the United States and internationally.

The consumer wearable, electronics, and specialty retail markets in the United States and certain other countries in which we operate are dominated by a few large retailers with many stores, and these retailers have in the past increased their market share, and may continue to do so in the future, by expanding through acquisitions and construction of additional stores. These retailers may undergo consolidation, ownership changes, strategic shifts, or restructurings that could reduce their purchases of our products and result in changes to their vendor programs. Our credit risk is concentrated with a relatively small number of retail partners, and, if any of these partners were to experience a shortage of liquidity, it would increase the risk that their outstanding payables to us may not be paid. In addition, increasing market share concentration among one or a few retail partners in a particular country or region increases the risk that if any one of them substantially reduces their purchases of Oura Ring, terminates its relationship with us, changes its business strategy, or otherwise alters the terms on which it does business with us, we may be unable to find a sufficient number of other retail outlets for Oura Ring to sustain the same level of sales. While we have agreements with our largest retail partners, these agreements generally do not require them to purchase any minimum or other meaningful amount of Oura Ring from us. Any deterioration in our relationships with key retail or distribution partners or a reduction in sales by such partners would adversely affect our business, financial condition, and results of operations.

Our business has historically been, and may in the future continue to be, affected by seasonality. Seasonal fluctuations may cause our quarterly results of operations to be volatile and may make period-to-period comparisons less meaningful.

Our business has historically been influenced by seasonal trends common to the consumer wearable market, and we generate a disproportionate amount of sales activity related to Oura Ring during the period from November through February due in large part to seasonal holiday demand, New Year’s resolutions, and related consumer spending patterns. Accordingly, adverse events that occur during these months could have a disproportionate effect on our results of operations for the entire fiscal year. Moreover, as a result of higher sales during the period from November through February, our working capital needs are greater during the first and second quarters of our fiscal year. By contrast, revenue from our recurring membership offering, which is generated under subscriptions that auto-renew until cancelled, is generally less seasonal than our hardware revenue, although the contribution of new memberships sold in connection with holiday-period hardware sales may amplify quarter-over-quarter changes in our overall revenue mix and margins. As a result of quarterly fluctuations caused by these and other factors, comparisons of our results of operations across different fiscal quarters may not be accurate indicators of our future performance. Furthermore, our

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rapid growth in recent years may obscure the extent to which seasonality trends have affected our business and may continue to affect our business. Accordingly, yearly or quarterly comparisons of our results of operations may not be useful and our results in any particular period will not necessarily be indicative of the results to be expected for any future period. Seasonality in our business can also be affected by introductions of new generations of Oura Ring or new features and capabilities of our membership offering, including the costs associated with such introductions.

Our success depends on our ability to maintain, protect, and enhance our brand and reputation, and if events occur that damage our brand or reputation, our business, financial condition, and results of operations may be adversely affected.

Our success depends on our ability to maintain, protect, and enhance the value and goodwill of the Oura brand. The Oura name and related branding is integral to our business as well as to the implementation of our strategies for expanding our business, including in international markets. Maintaining, protecting, promoting, and positioning our brand will depend largely on the success of our marketing efforts, our ability to provide consistent, high-quality products and services, and our ability to successfully secure, maintain, and defend our rights to use the “ŌURA” mark and other trademarks important to our brand. Our brand could be harmed if we fail to achieve these objectives or if our public image or brand were to be tarnished by negative publicity, whether as a result of product defects or recalls, data privacy incidents, negative social media coverage, or other events. We also believe that our reputation and brand may be harmed if we fail to maintain a consistently high level of customer service. In addition, we believe the popularity of the “ŌURA” brand makes it a target for counterfeiting and imitation. For example, third parties have sold and may continue to sell counterfeit products that attempt to replicate our products. Any occurrence of counterfeiting, imitation, or confusion with our brand could adversely affect our reputation, place negative pricing pressure on our products, reduce sales of our products, and impair the value and goodwill of our brand. In addition, third parties, including competitors, may engage in negative selling efforts aimed at our products or seek to undermine the perceived accuracy or quality of our products through coordinated campaigns, misleading product comparisons, or the malicious dissemination of false information on social media, online forums, or other platforms. Such efforts may be difficult to detect or counter and could erode consumer trust and harm our brand and reputation. Maintaining, protecting, and enhancing our brand may require us to make substantial investments, and these investments may not be successful. If we fail to successfully maintain, promote, and position our brand and protect our reputation or if we incur significant expenses in this effort, our business, financial condition, and results of operations may be adversely affected.

Consumer confidence, spending, and shopping behavior may be negatively impacted by macroeconomic uncertainty, inflation, tariffs, rising interest rates, recessionary conditions, geopolitical tensions, and military conflicts, which may adversely affect our business, financial condition, and results of operations.

Macroeconomic conditions may adversely affect our business. Oura Ring, which is a premium consumer device priced at $349 to $499, and our membership offering may be considered discretionary purchases by consumers, and unfavorable economic conditions may lead consumers to delay or reduce their purchases of our products and services. As a result, demand for our products and services from time to time has been, and may continue to be, adversely affected, and consumer demand for our products and services may not grow as we expect. Significant risks and uncertainty in the global economy have emerged as a result of government policy decisions and geopolitical tensions, such as Russia’s invasion of Ukraine and conflict in the Middle East, which have resulted in significant macroeconomic consequences. These have included increased fuel and energy prices and depressed financial markets from time to time, and as a result consumer behavior, confidence and spending patterns have been affected and may continue to be negatively impacted in the future. Other

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factors affecting consumers’ spending levels include, among others: high interest rates, the size and timing of federal stimulus programs, wages, levels of employment, inflation, recession and fears of recession or depression or entry into a recession or depression, housing costs, energy costs, income tax rates, tariffs, such as those implemented by the United States in recent years, financial market fluctuations, consumer perceptions of personal well-being and security, availability of consumer credit and consumer debt levels, and consumer confidence in future economic conditions.

These factors and their impact on consumer spending behavior have from time to time impacted, and we expect some of these to continue to impact in the future, the demand for our products and services, as well as our business, financial condition, and results of operations.

Our sales and profitability may decline as a result of increasing product costs or decreasing selling prices.

Our business is subject to pressure on costs and pricing caused by many factors, including competition, constrained sourcing capacity and related inflationary pressure, pressure from members, customers, and retail partners to reduce the prices we charge for our products and services, and changes in consumer demand. These factors may cause us to experience increased costs while also causing us to reduce prices. If we were to increase prices in response to increased costs, we may experience reduced sales of our products and services. Oura Ring also competes with lower-cost smart rings and other wearable health devices, some of which do not require a subscription fee, which creates pricing pressures on our products and services. Any of the foregoing could cause our operating margin to decline if we are unable to offset these factors with reductions in operating costs, and could adversely affect our business, financial condition, and results of operations.

If we are unable to anticipate appropriate pricing levels for our products and subscriptions, our business could be adversely affected.

If we are unable to anticipate appropriate pricing levels for our products and subscriptions, whether due to competitive pressure or otherwise, our gross margins could be significantly reduced. Our pricing strategy, including, in the United States, our $349 to $499 hardware price and $5.99 monthly subscription fee, requires ongoing calibration to reflect competitive dynamics, consumer willingness to pay, and the value of our premium positioning. If our pricing is perceived as too high relative to alternatives, or if we are unable to sustain our current pricing levels, our ability to attract and retain members could be adversely affected. Further, our decisions around the development of new generations of Oura Ring and new features and capabilities of our membership offering are grounded in assumptions about eventual pricing levels. If there is price compression in the market after these decisions are made, it could have an adverse effect on our business.

The fluctuating cost or limited availability of raw materials and components could increase our cost of goods sold and adversely affect our business, financial condition, and results of operations.

We have in the past experienced, and may in the future experience, fluctuations in the cost and availability of raw materials and components used to manufacture Oura Ring for reasons beyond our control. Oura Ring incorporates a range of raw materials and components, including titanium and other metals used for the ring construction, ceramic materials used in certain finishes, lithium-ion batteries, semiconductors, optical and other sensors, flexible printed circuit boards, adhesives, and packaging materials, certain of which we procure from single-source or limited-source suppliers. Our costs for these raw materials and components are affected by, among other things, weather, consumer demand, speculation on the commodities market, the relative valuations and fluctuations of the currencies of

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producer versus customer countries, and other factors that are generally unpredictable and beyond our control. Increases in the cost of, or shortages or delays in the supply of, these raw materials could adversely affect our cost of goods sold, gross margins, and our ability to maintain timely production of Oura Ring, any of which could adversely affect our business, financial condition, and results of operations.

Shipping and fulfillment are critical to our business, and changes in, or disruptions to, our shipping and logistics arrangements could adversely affect our business, financial condition, and results of operations.

We currently rely on third-party shipping, fulfillment, and logistics providers to deliver Oura Ring to our members, customers, and retail partners, including members who purchase Oura Ring directly from us through our direct-to-consumer channel and retail partners that resell Oura Ring to end consumers. Although a substantial majority of our revenue is generated in the United States, with less than 20% of our revenue generated internationally in the nine months ended June 30, 2026, we intend to continue to expand internationally and the shipping, fulfillment, and logistics complexity associated with serving multiple geographies and channels may be significant. If we are not able to negotiate acceptable pricing and other terms with our providers, or if our providers experience performance problems or other difficulties in processing our orders or delivering our products to our members, it could negatively impact our results of operations and the experience of our members. For example, changes to the terms of our shipping arrangements or the imposition of surcharges or surge pricing may adversely impact our margins and profitability. In addition, our ability to receive inbound inventory efficiently and ship Oura Ring to our members, customers, and retail partners may be negatively affected by factors beyond our and these providers’ control, including pandemics or other public health events, weather, fire, flood, power loss, earthquakes, acts of war or terrorism, recalls, factory shutdowns, or other events specifically impacting other shipping partners, such as labor disputes, financial difficulties, system failures, and other disruptions to the operations of the shipping and logistics companies on which we rely. We have in the past experienced, and may in the future experience, shipping delays for reasons outside of our control. We are also subject to risks of damage or loss during delivery by our shipping and logistics vendors. If Oura Rings ordered by our members, customers, or retail partners are not delivered in a timely fashion, including to international destinations, or are damaged or lost during the delivery process, our members, customers, and retail partners could become dissatisfied and cease buying products from us, which would adversely affect our business, financial condition, and results of operations.

If our products cease to qualify for purchase or reimbursement under tax-advantaged consumer health accounts, demand could decline and our results could be harmed.

A meaningful portion of our customers use tax-advantaged accounts, including flexible spending accounts (“FSAs”) and health savings accounts (“HSAs”), to purchase or be reimbursed for our products and services. Eligibility for FSA/HSA reimbursement depends on federal tax laws and related IRS guidance defining “qualified medical expenses,” as well as plan-level rules and third-party administrator practices. Changes in statutes, regulations, administrative guidance, or interpretations or adverse determinations by plan sponsors, payors, or administrators could limit or eliminate FSA/HSA eligibility for some or all of our offerings. Any such change could reduce consumer purchasing power and materially adversely affect our revenue and margins.

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We plan to expand into additional international markets, which will expose us to new and significant risks, including regulatory, political, operational, financial, and economic risks, any of which could adversely affect our business, financial condition, and results of operations.

Our business strategy includes international expansion, primarily through our direct-to-consumer channel and through retail distribution partners. Doing business internationally involves a number of risks, including:

Any of these factors could significantly harm our future international expansion and operations and, consequently, adversely affect our business, financial condition, and results of operations.

We may require additional capital to support the growth of our business, and such capital might not be available on reasonable terms, if at all, and may result in stockholder dilution.

We intend to continue making investments to support our business growth as we expand internationally, invest in research and development, and pursue strategic acquisitions, and we may require additional funds to support this growth. Our future capital requirements will depend on many factors, including our rate of revenue growth, the timing and extent of international expansion efforts and other growth initiatives, the introduction of new generations of Oura Ring and new features and capabilities of our membership offering, the expansion of our marketing activities and our retail partner relationships, and overall economic conditions. To the extent that current and anticipated future sources of liquidity are insufficient to fund our future business activities and requirements, we may need to engage in equity or debt financings to secure additional funds. If we raise additional funds through issuances of equity or convertible debt securities, our existing stockholders could suffer significant dilution, and any new equity securities we issue could have rights, preferences, and privileges superior to those of holders of our common stock. Any debt financing secured by us in the future could involve restrictive covenants relating to our capital raising activities and other financial and operational matters, which may make it more difficult for us to obtain additional capital and to pursue

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business opportunities. In addition, we may not be able to obtain additional financing on terms favorable to us, if at all. If we are unable to obtain adequate financing or financing on terms satisfactory to us, when we require it, our ability to continue to support our business growth and to respond to business challenges could be significantly limited, and our business and prospects could fail or be adversely affected.

We have a limited operating history with which to evaluate and predict the profitability of our subscription model.

We shipped our first Oura Ring in 2015 and launched our recurring membership subscription model in connection with the introduction of the third generation of Oura Ring in October 2021. As a result, while we have a longer history of selling Oura Ring, we have a limited history operating our recurring membership subscription model and limited financial data with which to evaluate the long-term profitability of that model. Therefore, our historical results with respect to our membership offering should not be considered indicative of our future performance. In particular, we have experienced periods of significant growth in membership revenue since we introduced our subscription model that we do not expect to continue as our membership business matures, and our future profitability with respect to the membership offering will depend on many factors, including the rate at which purchasers of Oura Ring elect to subscribe to our membership offering and renew their subscriptions, our ability to continue to introduce new features and capabilities that members find valuable, and the costs associated with delivering and supporting our membership offering. Estimates of future membership revenue are subject to many risks and uncertainties, and our future revenue may differ materially from our projections. We have encountered, and will continue to encounter, risks and difficulties frequently experienced by growing companies operating subscription-based business models, including market acceptance of our membership offering, attracting and retaining members, and increasing competition and expenses as we expand our membership offering and introduce additional features and capabilities. We cannot be sure that we will be successful in addressing these and other challenges we may face in the future, and our business may be adversely affected if we do not manage these risks successfully.

Our subscription model is subject to consumer protection laws governing automatic renewal and subscription billing practices, which could expose us to regulatory enforcement actions and class action litigation.

Oura Membership is offered on an automatically renewing subscription basis, and members may cancel at any time without penalty. As a result, we are subject to federal and state consumer protection laws, as well as laws in jurisdictions outside the United States, that regulate automatic renewal and negative option subscription practices, including state automatic renewal laws such as California’s Automatic Renewal Law (Cal. Bus. & Prof. Code §§ 17600–17606), and similar statutes in other states, and the FTC’s Restore Online Shoppers’ Confidence Act (“ROSCA,” 15 U.S.C. § 8403). These laws generally require clear and conspicuous disclosure of subscription terms, the consumer’s affirmative or express informed consent before being charged, and simple, easy-to-use cancellation mechanisms. These laws and regulations vary by jurisdiction and continue to evolve. Failure to comply with applicable requirements could result in regulatory enforcement actions, fines, or penalties, and could require changes to our subscription enrollment or cancellation practices that may increase member attrition or reduce membership revenue.

In addition, subscription billing models have been the subject of class action litigation alleging that enrollment, cancellation, and disclosure practices are unfair, deceptive, or otherwise unlawful. Regulators and plaintiffs have also placed heightened scrutiny on “dark patterns” and on cancellation flows perceived to be unduly burdensome, and any difficulties members experience in canceling or modifying their Oura Memberships, even if unintended, could attract regulatory attention, fuel negative

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publicity, and give rise to claims that impair member trust in our brand. Defending against such litigation could divert management attention and resources. An unfavorable outcome in any such proceeding could result in monetary damages, injunctive relief, or changes to our business practices, any of which could adversely affect our business, financial condition, and results of operations.

We invest significant resources in advertising, influencer partnerships, and other marketing campaigns, including through social media, to acquire and retain members; these efforts may not be successful or cost-effective, and negative commentary on social media could harm our brand and business.

We plan to continue to expand and optimize our marketing infrastructure in order to acquire and retain members, drive sales of our products and services, and grow our business. Identifying and engaging the right marketing channels, agencies, influencers, and other partners, and developing and testing advertising and content across direct-to-consumer, retail partner, and social media channels, requires significant time, expense, and attention. Negative commentary on social media, including in connection with our influencer and enterprise partnerships, data privacy practices, or product quality, can spread rapidly and harm our brand and business. Our business may also be harmed if our marketing efforts do not generate a corresponding increase in revenue. In particular, if we are unable to acquire new members at the rates we expect, or at an acceptable cost, we may not be able to realize the expected benefits of these investments or increase our revenue. Additionally, our business may be harmed by false or misleading information and claims provided by our partners, influencers, and others. While we maintain guidelines for our influencer and enterprise partners designed to foster compliance with laws and our internal policies, such partners may take actions in violation of applicable law or our policies. We may also be subject to enforcement actions as a result of claims that we and our partners, influencers, and others make about our product, particularly with respect to diagnostic and health claims. Any such enforcement actions could have an adverse effect on our reputation, business, results of operations, and prospects.

In particular, we may not be able to fully monitor or control the claims made by influencers, affiliate marketers, and expert endorsers who promote the Oura Ring. Those third parties may make claims regarding our products and features that we are not permitted to make, which has the potential to expose us to product liability risk and presents regulatory compliance and enforcement risks.

Our ability to increase our member and customer base and achieve broader acceptance of our products and services will depend to a significant extent on our ability to expand and adapt our marketing efforts, including through influencer partnerships and our presence on third-party social media platforms. We partner with influencers to help raise awareness of our brand and engage with our community, and our ability to maintain relationships with existing influencers and to identify new influencers is important to expanding and maintaining our member and customer base. We plan to dedicate significant resources to our marketing programs. In addition, our reputation may be negatively harmed if our influencer partnerships are negatively received by the public for any reason, and our business may be harmed if our marketing efforts and expenditures do not generate a corresponding increase in revenue.

Our marketing also makes use of endorsements, testimonials, and influencer content, which may also give rise to additional regulatory risk under the FTC’s Guides Concerning the Use of Endorsements and Testimonials in Advertising (16 C.F.R. Part 255) and state consumer protection laws. Regulatory authorities may take enforcement action if endorsements or testimonials about our products fail to comply with applicable advertising laws, regulations, and guidance, including requirements that endorsements reflect honest opinions, that material connections between endorsers and our company be clearly and conspicuously disclosed, and that atypical results be accompanied by disclosure of generally expected

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consumer outcomes. Violations by us or third parties, including influencers, affiliates, and content creators, could result in enforcement actions, fines, or litigation against us, even where we have compliance guidelines in place, and could harm our reputation and business.

In addition, we believe that developing and maintaining broad awareness of our brand in a cost-effective manner is critical to achieving broad acceptance of our products and services. Brand promotion activities may not generate consumer awareness or increased sales of our products and services, and even if they do, any increase in revenue may not offset the costs and expenses we incur in building our brand. If we fail to successfully promote, maintain and protect our brand, we may fail to attract or retain members at the levels necessary to realize a sufficient return on our brand building efforts, and our business, financial condition, and results of operations may be adversely affected.

Our ability to retain members and maintain high renewal rates depends in part on providing a high-quality, responsive customer support experience.

Once Oura Ring is purchased, our members rely on our customer support to assist with the unboxing, setup, and onboarding of Oura Ring and Oura App in a professional and efficient manner. Our members also rely on our support services to resolve any issues related to the use of our products and services, including questions regarding device pairing and connectivity, sensor performance and data accuracy, firmware and software updates, ring sizing, fit, and replacements, and billing, cancellation, and account management for our membership offering. Providing a high-quality member and customer experience is vital to our success in generating word-of-mouth referrals to drive sales of our products and services and for retaining existing members. The importance of high-quality support will increase as we expand our business and introduce new products and services. If we do not help our members quickly resolve issues and provide effective ongoing support, our reputation may suffer and our ability to retain and attract members, or to sell additional products and services to existing members, could be harmed. As our membership base grows, our customer support operations will need to scale accordingly. In addition, the cost of customer support per member may increase over time. Any failure to offer timely, accurate, and helpful support could damage member satisfaction and retention, harm our reputation, and adversely affect our business and results of operations.

We have incorporated, and expect to continue to incorporate, artificial intelligence and machine learning technologies into our products, services, and internal operations, and the use of these technologies may create legal, regulatory, ethical, security, or reputational risks that could adversely affect our business, financial condition, and results of operations.

Our future success depends, in large part, on our ability to identify and successfully implement our growth strategies. We use AI, machine learning, and automated decision-making technologies (collectively, “AI Technologies”) in Oura Ring, our membership offering, and our internal operations, and will likely continue to make investments in and expand our use of AI Technologies. For example, we offer Oura Advisor and the Oura Women’s Health Expert, our AI-powered personal health coaches, to Oura Ring 3, Oura Ring 4, and Oura Ring 5 members. As such, we are subject to a regulatory framework for AI Technologies that is rapidly evolving. The risks, benefits, and liabilities associated with AI Technologies are, to a large extent, still unknown. We continue to implement, evaluate, and adjust internal policies governing use of AI Technologies by our personnel. Notwithstanding our policies and related personnel training governing use of AI Technologies, our personnel, affiliates, and other third parties working with us or on our behalf could utilize AI Technologies in contravention of such policies, including in ways that could subject us to potential risks and liabilities. For example, use of AI Technologies could result in Confidential Information (as defined below), including Personal Information, input into such AI Technologies becoming part of a dataset that is accessible by third parties. We could be further exposed to the risks of AI Technologies if third-party service providers or any other counterparties with whom we interact, whether or not known to us,

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also use AI Technologies in their business activities. Issues relating to our use of AI Technologies may cause us to experience brand or reputational harm, competitive harm, legal liability, or new or enhanced governmental or regulatory scrutiny, and to incur additional costs to resolve such issues.

As with many innovations, AI Technologies present risks and challenges that could undermine or slow its adoption, and therefore harm our business. AI Technologies and services are highly competitive, rapidly evolving, and may at times require significant investment, including with respect to development and operational costs, to meet the changing needs and expectations of our existing and potential customers and our own operations. Moreover, our competitors may introduce AI Technologies and features into their products and services more quickly or more successfully than us, or in a manner that achieves greater market acceptance. Any failure to successfully develop, adopt, use, or maintain AI Technologies and services, or effectively manage the related operational risks, could harm our reputation and adversely affect our business, financial condition, and results of operations. Additionally, AI algorithms may be flawed or datasets may be insufficient or contain biased or inaccurate information resulting in perceived or actual negative outcomes. To help mitigate these risks, we seek to validate the AI algorithms and datasets underlying our AI Technologies through different processes, including periodically reviewing, auditing, and testing the outputs of our proprietary algorithms under various test protocols, requiring qualified personnel to review and assess datasets; evaluating model outputs against member data, peer-reviewed content and other approved data sources; and implementing guardrails and limitations on the types of outputs our products may generate. We use these and other measures to help mitigate the risk that our AI Technologies produce inaccurate, unsupported or fabricated outputs, including outputs sometimes referred to as algorithmic hallucinations. These mitigation strategies may be unsuccessful, and we may not identify or prevent every inaccurate, unsupported, fabricated, biased, or otherwise deficient output. AI Technologies may be controversial because of their impact or perceived impact on human rights, privacy, employment, the environment, or other social, economic, or political issues. If we are unable to develop effective internal policies and frameworks relating to the responsible development and use of AI Technologies, we may experience brand, reputational, and/or competitive harm and could face legal liability. If the outputs that AI Technologies assist in producing are or are alleged to be inaccurate, deficient, infringing, or biased, our business, financial condition, and results of operations may be adversely affected. Developing, testing and deploying AI Technologies may also increase the costs of Oura Ring and our membership offering due to the nature of the computing costs involved in such systems, which could adversely affect our business, financial condition, and results of operations.

Our AI Technologies currently incorporate proprietary AI models, fine-tuned versions of open-source models, and select third-party large language models from OpenAI, Anthropic, and Google. Oura partners with webAI to use webAI’s proprietary models, which webAI trains and fine-tunes as domain-specific experts for Oura health tasks, supported by webAI’s model orchestration, retrieval, knowledge-graph, and core infrastructure technologies. Our agreements with OpenAI, Anthropic, and Google are generally usage-based or subscription-based, non-exclusive, and do not include material revenue-sharing, exclusivity, or purchase commitments.

Some existing legal regimes (e.g., relating to data privacy) regulate certain aspects of AI Technologies, and many federal, state, and foreign government bodies and agencies have enacted or are currently considering enacting additional laws and regulations governing AI Technologies. In the United States, the regulatory framework for AI Technologies faces significant uncertainty. At the federal level, Congress has yet to enact meaningful AI legislation. Instead, federal policy on AI has been shaped by a series of executive orders that have shifted priorities and requirements substantially depending on the administration in power.

Despite the lack of comprehensive legislation, federal regulators are continuing to pursue AI-related enforcement actions under existing federal laws. There are also a number of state laws governing the use, development, or deployment of AI Technologies that may be applicable to our business.

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In addition, there are international regulations governing AI Technologies that may affect our business. For example, in the European Union (“EU”), the EU Artificial Intelligence Act (the “EU AI Act”), which entered into force on August 1, 2024, establishes a comprehensive, risk-based governance framework for AI in the EU market. The majority of the substantive requirements were expected to apply from August 2, 2026 and August 2, 2027, but the EU is currently considering delaying the application of such rules to December 2027 and August 2028. The EU AI Act aims to establish a comprehensive regulatory framework for AI. The EU AI Act applies to companies that develop, use, and/or provide AI in the EU and, in relation to the AI developed by the Company otherwise deployed with our products, includes requirements around transparency, conformity assessments and monitoring, risk assessments, human oversight, security, and accuracy, and fines for breach of up to 7% of worldwide annual turnover or EUR 35 million (whichever is higher).

It is possible that new laws and regulations will be adopted in the United States and elsewhere, or that existing laws and regulations may be interpreted in ways that would affect our operations, and the costs of monitoring and responding to such regulations, as well as the consequences of non-compliance, could have an adverse effect on us. AI used in or as part of medical devices and other “high-risk” systems will be subject to prescriptive risk management, data governance, transparency, human oversight, and post-market monitoring obligations, which may require product, process, and documentation changes and could delay or limit deployment timelines. Use of AI technologies may expose us to an increased risk of regulatory enforcement and litigation, which could adversely affect our business and results of operations. Additionally, our insurance coverage may not extend to all AI Technology-related risks and may not cover us for all losses for errors or omissions caused by AI Technologies. Furthermore, the integration of third-party AI Technologies with our platform relies on certain safeguards implemented by the third-party developers of the underlying AI models, including those related to the accuracy, bias, and other variables of the data, and these safeguards may be insufficient. Moreover, it is possible that third parties may pose risks to the security of our AI models. The creation and development of our proprietary models is both time and resource intensive. There is an increasing threat of model extract attacks, in which third-party threat actors may steal or reverse-engineer our proprietary models. Some of the AI Technologies we use in our operations and products have features that may involve the processing of Confidential Information, including Personal Information which may expose us to an increased risk of unauthorized access to such Confidential Information. The processing of Personal Information in connection with AI Technologies may be subject to laws, policies, legal obligations, and codes of conduct related to privacy and data protection.

AI Technology development and deployment practices could subject us to competitive harm, regulatory enforcement, increased cyber risks, reputational harm, and legal liability. Our products generate health and wellness insights derived from sensor data and proprietary algorithms, and any real or perceived inaccuracies in these insights or the underlying data could harm our reputation, reduce member engagement, and adversely affect our business, financial condition, and results of operations.

Our members use Oura Ring, our membership offering, and third-party web and mobile software applications to track, monitor, and record certain metrics and data related to their readiness scores, sleep stages, activity, recovery, heart rate variability, menstrual cycle, and other physiological signals. Examples of data tracked on our platform and insights generated by Oura Ring and our membership offering include heart rate, heart rate variability, blood oxygen, activity metrics, and other data points, as well as proprietary scores, and personalized guidance and insights derived from this and other data. If the FDA or a foreign regulatory authority determines that any products or features that we offer are subject to medical device regulation (including if the FDA determines that promotional claims about our products and features indicate a medical device intended use for such products and features), or if they otherwise become actively subject to medical device regulation, we would be subject to pervasive and costly ongoing regulatory obligations and potential enforcement for any marketed products or features that do not comply, and our business, financial condition, and results of operations could be adversely affected. Taken together, these metrics,

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scores and insights assist our members in understanding their health and wellness and the value of their Oura Membership over time. We intend to introduce new metrics, scores, and features in the future and may update or remove existing metrics, scores or features. If the sensors, firmware, or third-party software used in Oura Ring or our membership platform or software applications used in conjunction with Oura Ring malfunction and fail to accurately collect, generate, display, record, or retain the metrics, scores, and insights provided to our members, or if our proprietary algorithms or the third-party software applications used in conjunction with Oura Ring produce results that are or are alleged to be inaccurate, deficient, or biased, it could negatively impact our members’ experience, and we could face claims alleging that Oura Ring and our membership offering do not operate as advertised. Such reports and claims could result in negative publicity, product liability or product safety claims, and, in some cases, may require us to expend time and resources to refute such claims and defend against potential litigation. If Oura Ring or our membership offering, and the software applications used in conjunction with Oura Ring fail to provide accurate metrics and data to our members, or if there are reports or claims of inaccurate metrics, scores and insights or claims of inaccuracy regarding the information provided by our Oura Ring and membership offering in the future, our members’ experience may be negatively impacted, we may become the subject of negative publicity, litigation, liability or regulatory proceedings, and warranty claims, and our business, financial condition, and results of operations could be harmed.

Our future success depends in large part on the continued contributions of our key executives, technical personnel, and other employees.

We are dependent on our ability to continue to identify, attract, develop, integrate, and retain qualified and highly skilled personnel, including senior management, designers, product managers, engineers, data scientists, commercial talent, and logistics and supply chain personnel. In particular, we are highly dependent on the services of our senior management team, who are critical to the development of our business, future vision, and strategic direction. We also heavily rely on the continued service and performance of other members of our senior management team, who provide leadership, contribute to the core areas of our business and help us to efficiently execute our business. If the senior management team, including any new hires that we make, fails to work together effectively and to execute our plans and strategies on a timely basis, our business and future growth prospects could be harmed.

Additionally, the loss of any key personnel could make it more difficult to manage our research, development, production, and marketing activities, reduce our employee retention and revenue, and impair our ability to compete. Although we have entered into employment offer letters or agreements with certain of our key personnel, these agreements generally have no specific duration and constitute at-will employment. We have not obtained key man life insurance policies on any member of our senior management team. As a result, we would have no way to cover the financial loss if we were to lose the services of members of our senior management team.

Competition for highly skilled personnel is often intense, especially in the San Francisco Bay Area, where our headquarters are located, and Finland, where a significant portion of our workforce is located. We may not be successful in attracting, integrating or retaining qualified personnel to fulfill our current or future needs. We may experience difficulty in hiring and retaining highly skilled employees with appropriate qualifications. Failure to manage our employee base and hiring needs effectively, including successfully integrating our new hires and retaining and motivating our current personnel, may adversely affect our business, financial condition, and results of operations.

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If we cannot maintain our company culture as we grow, we could lose the innovation, teamwork, and passion that we believe contribute to our success, and our business may be adversely affected.

As a company with Finnish roots that has expanded its global operations and headcount significantly, preserving our core culture of innovation and data-driven wellness presents ongoing challenges. We believe that a critical component of our success has been our corporate culture. We have invested substantial time and resources in building our culture, which is rooted in excellence, innovation, and humanity, all underpinned by our unique corporate culture, values, ethos, and philosophy. As we continue to grow, including expanding our presence internationally and developing the infrastructure associated with being a public company, we will need to maintain our culture among a larger number of employees dispersed across various geographic regions. Any failure to preserve our culture could negatively affect our future success, including our ability to retain and recruit personnel and to effectively focus on and pursue our corporate objectives.

Increases in labor costs, including wages and benefits, changes to U.S. laws or policies, or labor disruptions could adversely affect our business, financial condition, and results of operations.

Labor is a significant portion of our cost structure and is subject to many external factors, including unemployment levels, inflation, prevailing wage rates, minimum wage laws, immigration laws and policies, potential collective bargaining arrangements, health insurance costs and other insurance and benefits costs, and changes in employment and labor legislation or other workplace regulations. From time to time, legislative proposals are made to increase the federal minimum wage in the United States, as well as the minimum wage in California and a number of other states and municipalities, and to reform entitlement programs, such as health insurance and paid leave programs. As minimum wage rates increase, related laws and regulations change, or inflationary or other pressures increase wage rates, we and our partners may need to increase not only the wage rates of minimum wage employees, but also the wages paid to other hourly or salaried employees. Any increase in the cost of our or our third-party partners’ labor could have an adverse effect on our business, financial condition, and results of operations.

Increases in labor costs could also force us to increase prices, which could adversely impact sales of our products and services. If competitive pressures or other factors prevent us from offsetting increased labor costs by increases in prices, our profitability may decline and could adversely affect our business, financial condition, and results of operations. In addition, the job markets in Northern California, where our principal offices are located, are very competitive. If prevailing rates are driven higher by market forces or otherwise but we fail to pay such higher wages, we could suffer increased employee turnover, adversely affecting our business.

Additionally, our employees in Finland are covered by an industry-wide collective bargaining agreement for technology workers that establishes minimum terms applicable to their employment, and periodic renegotiation of that agreement, or industry-wide labor actions or work stoppages associated with it, could increase our employee costs in Finland or disrupt our operations there. None of our employees in the United States are currently covered by a collective bargaining agreement, but any attempt by our U.S. employees to organize a labor union could result in increased legal and other associated costs and, if successful, in a collective bargaining agreement that further increases our employee costs and exposes us to additional risk of work stoppages.

A significant portion of the components and finished units of Oura Ring are produced by third-party contract manufacturers with operations in foreign locations, and we rely on third-party logistics providers. Increases in the costs of labor and other costs of doing business in these regions could also

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increase our costs to produce and distribute our products and could have a negative impact on our operations and earnings. Factors that could negatively affect our business include a potential significant revaluation of the currencies used in these countries, which may result in an increase in the cost of producing and distributing our products, labor shortage and increases in labor costs, and difficulties and additional costs in transporting our products across borders.

Additionally, as we expand into new international markets, including continued expansion in Asia, Europe, and other regions, we will be subject to a variety of foreign laws and regulations regarding employment, labor, and workplace practices, which may differ significantly from those in the United States. These may include requirements related to minimum wages, working conditions, overtime pay, collective bargaining, and other employment standards. We may also face increased competition for talent, labor shortages, and wage inflation in certain markets, which could increase our operating costs. Failure to comply with applicable labor and employment laws in international jurisdictions could result in legal claims, penalties, or reputational harm. Additionally, managing a geographically dispersed workforce requires additional resources and could increase our operational complexity.

Additionally, changes to U.S. immigration policies, particularly to H-1B and other visa programs, and restrictions on travel could restrain the flow of technical and professional talent into the United States and may inhibit our ability to hire qualified personnel.

Our Revolving Credit Facility contains restrictive covenants that may limit our operating flexibility, including with respect to incurring additional indebtedness, making acquisitions, or paying dividends. If we are unable to comply with such covenants, it could result in an acceleration of our obligations and foreclosure on the collateral securing our Revolving Credit Facility, which would adversely affect our financial condition.

We entered into a Credit Agreement on May 15, 2025 (as amended, restated, amended and restated, supplemented, or otherwise modified to date, the “Credit Agreement”) with JPMorgan Chase Bank, N.A. and J.P. Morgan SE, as administrative agent, and the other lenders party thereto, which provides for a $525.0 million senior secured revolving credit facility, maturing on June 4, 2029 (the “Revolving Credit Facility”), with an additional $245.0 million of commitments that will become available to us upon the completion of this offering and the satisfaction of certain related conditions. The Credit Agreement contains various restrictive covenants, including, among other things, restrictions on our ability to incur indebtedness, incur liens, consolidate or merge, sell or otherwise dispose of assets, make investments, loans, advances, or acquisitions, enter into transactions with affiliates, pay dividends or make other distributions on or redeem, repurchase, or retire our equity interests, enter into swap or sale and leaseback transactions, prepay or amend certain subordinated indebtedness or make payments in respect of convertible debt securities, engage in activities regulated by outbound investment rules, transfer or dispose of material intellectual property, and enter into agreements restricting our ability to pay dividends or grant liens securing obligations under the Credit Agreement. In addition, the Credit Agreement requires us to comply with, as of the end of each fiscal quarter and subject to certain cure rights, (x) a maximum total net leverage ratio not to exceed 4.00:1.00, or upon our election in connection with a material acquisition and so long as no event of default exists and is continuing, 4.50:1.00 for a period of four consecutive quarters (provided that such election may not be made on more than two occasions during the term of the Credit Agreement) and, in each case, measured on a trailing four-quarter basis and (y) a minimum interest coverage ratio not less than 3.00:1.00 and measured on a trailing four-quarter basis. These restrictions may limit our current and future operations, particularly our ability to respond to certain changes in our business or industry, or to take future actions. Our obligations under the Credit Agreement are secured by a first-priority security interest in substantially all of the tangible and intangible assets of each borrower and any future guarantors, including intellectual property of each borrower and any future guarantors and the equity interests of each direct subsidiary of a borrower or future guarantor. See “Description of Certain Indebtedness” for additional information.

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Our ability to comply with the covenants under the Credit Agreement can be impacted by events beyond our control. Our inability to make required payments under the Credit Agreement or our breach or failure to satisfy certain covenants and other requirements under the Credit Agreement would, subject to certain grace periods, constitute an event of default. Upon the occurrence of an event of default, our lenders could elect to declare all amounts outstanding under the Credit Agreement to be immediately due and payable and would have the right to proceed against the assets we provided as collateral. If the indebtedness under our Credit Agreement were to be accelerated, we may not have sufficient cash on hand or be able to sell sufficient collateral to repay it, which would have an immediate adverse effect on our business and results of operations and could result in a complete loss of your investment in our common stock.

We are subject to governmental export controls and economic sanctions laws that could impair our ability to compete in international markets and subject us to liability for noncompliance with applicable laws.

Our business activities are subject to various restrictions under U.S. and other global export controls and economic and financial sanctions laws, including the U.S. Commerce Department’s Export Administration Regulations and economic and financial sanctions regulations administered by the U.S. Treasury Department’s Office of Foreign Assets Control. These regulations may limit our ability to market, sell, distribute or otherwise transfer our products or technology to certain countries or persons. Obtaining necessary authorizations, including any required license(s), for a particular transaction may be time-consuming, is not guaranteed, and may result in the delay or loss of sales opportunities. These regulations may also change rapidly from time to time as a result of geopolitical events. A determination that we have failed to comply with these rules and regulations, whether knowingly or inadvertently, may result in substantial penalties, including fines, enforcement actions, civil and/or criminal sanctions, the disgorgement of profits, and may adversely affect our business, financial condition, and results of operations.

We may seek to grow through acquisitions, investments, or strategic alliances, and the failure to identify, complete, integrate, or realize the expected benefits of these transactions could adversely affect our business, financial condition, and results of operations.

From time to time, we may consider opportunities to acquire or make investments in new or complementary businesses, technologies, offerings or products, or enter into strategic alliances, that may enhance our capabilities, expand our outsourced manufacturing and supplier network, complement Oura Ring or our membership offering or expand the breadth of the markets in which we operate. Acquisitions, investments, and other strategic alliances involve numerous risks, including:

We may be unable to identify acquisitions or strategic relationships we deem suitable. Even if we do, we may be unable to successfully complete any such transactions on favorable terms or at all, or to successfully integrate any acquired business, technologies, or products into our business or retain any

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key personnel, suppliers, or customers. These efforts could be expensive and time-consuming and may disrupt our ongoing business and prevent management from focusing on our operations. If we are unable to identify suitable acquisitions or strategic relationships, or if we are unable to integrate any acquired businesses, technologies, and products effectively, our business, financial condition, and results of operations could be adversely affected.

Because we sell our products in multiple currencies and have international operations, we may face exposure to foreign currency exchange rate fluctuations.

We transact business in U.S. dollars, euros, and other foreign currencies. We expect our exposure to foreign currencies to increase as we continue to expand the sale of Oura Ring and our membership offering through our direct-to-consumer and wholesale channels in markets outside the United States. In addition, certain of our foreign operating expenses are denominated in the currencies of the countries and territories in which our contract manufacturers, component suppliers, retail partners, and other third parties are located. Accordingly, changes in the value of foreign currencies relative to the U.S. dollar can affect our revenue and results of operations. As a result of such foreign currency exchange rate fluctuations, it could be more difficult to detect underlying trends in our business and results of operations, including as a result of the translation of our euro-denominated financial information into U.S. dollars for purposes of our financial statements presented herein. In addition, to the extent that fluctuations in currency exchange rates cause our results of operations to differ from our expectations or the expectations of our investors, the trading price of our common stock could be lowered. We do not currently maintain a program to hedge transactional exposures in foreign currencies. However, in the future, we may use derivative instruments, such as foreign currency forward and option contracts, to hedge certain exposures to fluctuations in foreign currency exchange rates. The use of such hedging activities may not offset any or more than a portion of the adverse financial effects of unfavorable movements in foreign exchange rates over the limited time the hedges are in place and may introduce additional risks if we are unable to structure effective hedges with such instruments.

We track certain key operating and business metrics, including Paid Members and Rings Sold. These metrics involve estimates and judgments and may not be calculated in a manner consistent with industry practice or the expectations of investors and analysts. Any real or perceived inaccuracies in our metrics or the underlying data may cause a loss of investor confidence in such metrics and the market price of our common stock may decline.

We track certain key operating metrics, including metrics relating to active members, membership renewals and retention, hardware unit sales, and other performance indicators, using internal data analytics tools, which have certain limitations. In addition, we rely on data received from third parties, including third-party platforms used in connection with our direct-to-consumer and wholesale channels, to track certain performance indicators, and we may be limited in our ability to verify such data. In addition, our methodologies for tracking metrics may change over time, which could result in changes to the metrics we report. If we undercount or overcount performance due to the internal data analytics tools we use or issues with the data received from third parties, or if our internal data analytics tools contain algorithmic or other technical errors, the data we report may not be accurate or comparable with prior periods. In addition, limitations, changes or errors with respect to how we measure data may affect our understanding of certain details of our business, which could affect our longer-term strategies. If our performance metrics are not, or are not perceived to be, accurate representations of our business, if we discover material inaccuracies in our metrics or the data on which such metrics are based, or if we can no longer calculate any of our key performance metrics with a sufficient degree of accuracy, investors could lose confidence in the accuracy and completeness of such metrics, which could cause the price of our common stock to decline.

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Risks Related to Information Technology, Intellectual Property, Data Security, and Privacy

We and our third-party providers are exposed to cybersecurity risks and incidents, which may result in disruption of our information technology systems, damage member and business partner relationships, and adversely affect our business, financial condition, results of operations, and reputation.

We, our customers, and certain of our third-party providers collect, use, maintain, store, transmit, dispose of, and otherwise process large volumes of Personal Information, including sensitive Personal Information such as health and biometric data, about individuals, employees, business partners and others, as well as proprietary or confidential business-related or other information, such as trade secrets (collectively, “Confidential Information”). The collection, generation, storage, and analysis of such health and biometric data through Oura Ring and our membership offering is a core function of our business. Due to the volume and sensitivity of the Personal Information and biometric data we collect and manage, including data relating to our members’ sleep, activity, readiness, stress, heart health, metabolic health, and women’s health, and the nature of our products and services, the security features of our enterprise platform and information systems are critical. We depend on our information technology systems, as well as those of third parties, for both internal and external operations that are critical to our business, such as to develop new products and services, operate our websites and the Oura platform, host and manage our services, store data, process transactions, respond to customer inquiries, and manage inventory and our supply chain.

We face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity, and availability of our information technology systems and Confidential Information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as cyberattacks, social engineering/phishing, malware (including ransomware and other extortion-based attacks), malfeasance by insiders, human or technological error, impersonation, employee theft or misuse, fraud, denial, or degradation of service attacks, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) information technology systems, products, or services. Any material disruption or slowdown of our systems or those of the third parties on which we depend, including a disruption, slowdown, or unauthorized access to information technology systems caused by cybersecurity incidents, ransomware, our failure to successfully manage significant increases in customer volume, our failure to successfully upgrade our systems, system failures, or other causes, could cause outages or delays in or disruptions to our services, which could harm our brand and business relationships and adversely affect our results of operations and financial results. In addition, such disruption could cause information, including Confidential Information and/or data related to orders of our products and services, to be lost or delayed, which could—especially if the disruption or slowdown occurred during the holiday season—result in delays in the delivery of Oura Ring to our members, customers, and retail partners, which could in turn result in lost sales, reduced demand for our products and services, and harm to our brand and reputation. If changes in technology cause our information technology systems, or those of the third parties on which we depend, to become obsolete, or if our or their information technology systems are inadequate to handle our growth, we could lose customers and our business, financial condition, and results of operations could be adversely affected. Moreover, we have acquired and may continue to acquire companies with cybersecurity vulnerabilities and/or unsophisticated security measures, which exposes us to significant cybersecurity, operational, and financial risks. Remote and hybrid working arrangements at our company (and at many third-party providers) also increase cybersecurity risks due to the challenges associated with managing remote information technology assets and security vulnerabilities that are present in many non-corporate and home networks. Additionally, the integration of AI Technologies in our or any service providers’ operations, products, or services has posed and is expected to continue to pose new or unknown cybersecurity

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risks and challenges. Because our products and services are integrated with our customers’ systems and processes, any circumvention or failure of our cybersecurity defenses or measures could compromise the confidentiality, integrity, and availability of our customers’ own information technology systems and/or Confidential Information as well.

Cyberattacks have accelerated and are expected to continue to accelerate on a global basis in frequency and magnitude as threat actors are becoming increasingly sophisticated in using techniques and tools that circumvent security controls, evade detection, and remove forensic evidence, including through the use of AI Technologies. AI-enabled tools provide threat actors with greater scale, efficiency and effectiveness than is possible through human action alone. Such tools are used to produce highly customized phishing campaigns through generative AI, polymorphic malware that adapts real-time to a victim environment during deployment, and automated vulnerability identification and reconnaissance, among other things. Recent media reports suggest that powerful AI models can be used to scan for, identify, and exploit security vulnerabilities in complex codebases, including so-called “zero-day” vulnerabilities that are unknown until exploited. Moreover, the integration and use of AI Technologies in our operations, products, or services, or those of our third-party providers or software applications that work in conjunction with Oura Ring, create unique attack vectors, such as the infiltration, corruption (e.g., “poisoning”), or manipulation of training data and AI model inputs, that can lead to downstream impacts, such as inaccurate model outputs and skewed decision-making. As a result, we may be unable to detect, investigate, remediate, and/or recover from future cyberattacks or other security incidents, and we may be unable to avoid an adverse impact to our information technology systems, Confidential Information, or business.

We have adopted security policies and measures, including encryption technology, designed to protect the Confidential Information, including Personal Information, that we store or otherwise process. However, there can be no assurance that our cybersecurity risk management program and processes, including our policies, controls or procedures, will be fully implemented, complied with or effective in protecting our information technology systems and such Confidential Information. Given the nature of complex information technology systems, software, and services like ours, and the scanning tools that we deploy across our networks and products, we regularly identify and track security vulnerabilities. We are unable to comprehensively apply patches or confirm that measures are in place to mitigate all such vulnerabilities, or that all patches will be applied before vulnerabilities are exploited by a threat actor. Vulnerabilities may persist even after we have issued security patches because our customers may fail to apply patches and/or update their systems to newer software versions. If attackers are able to exploit critical vulnerabilities before patches are installed or mitigating measures are implemented, significant compromises could impact our and our customers’ information technology systems and/or Confidential Information.

We are regularly subject to cyberattacks, including phishing attempts. While to date no cybersecurity incidents have had a material impact on our operations or financial results, we cannot guarantee that we or our third-party service providers or software applications that work in conjunction with Oura Ring will not experience a material cybersecurity incident in the future. Any adverse impact to the availability, integrity, or confidentiality of our information technology systems or Confidential Information, including the loss, unauthorized access, misuse, or compromise of such information, may result in costly investigations and enforcement actions, fines and penalties, remediation efforts, reputational damage, notification to affected members or regulators, and other adverse consequences. Cybersecurity incidents, including cyberattacks, could also adversely affect our results of operations, consume internal resources, and result in litigation (such as class actions) or potential liability, significant incident response, system restoration or remediation and future compliance costs, and otherwise harm our business. Any failure or perceived failure by us to prevent information security breaches or any compromise of security that results in the unauthorized release, access, acquisition, use, disclosure, or transfer of Personal Information or other customer data, could cause our members

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to lose trust in us and could expose us to legal claims. Data breaches have in the past materially contributed to the collapse of businesses that process sensitive Personal Information as we do, and the right of any bankruptcy estate resulting from such a collapse to sell, license, or otherwise monetize Personal Information, a key asset of our business, is likely to be significantly limited by applicable law, and may attract significant press and the attention of regulators. Further, due to applicable laws, regulations and contractual obligations, we may be held responsible for cyberattacks, data breaches, data losses, and other security incidents attributed to our third-party service providers, as they relate to the Personal Information we share with them or which they otherwise process on our behalf.

A growing number of legislative and regulatory bodies have adopted consumer notification requirements in the event of unauthorized access to or unauthorized acquisition, use, disclosure, or other processing of certain types of Personal Information. Such breach notification laws continue to evolve and may be inconsistent from one jurisdiction to another, which might become a particular concern as we accelerate our international expansion. Complying with these obligations could cause us to incur substantial costs and could increase negative publicity surrounding any incident that compromises member data or other Personal Information. Any failure to comply with applicable regulations could also result in regulatory enforcement actions against us. We may be subject to specific data security frameworks, regulations, and/or laws that require us to maintain a certain level of security, as well as other operational requirements. For example, the Federal Trade Commission (“FTC”) expects a company’s data security measures to be reasonable and appropriate in light of the sensitivity and volume of consumer information it holds, the size and complexity of its business, and the cost of available tools to improve security and reduce vulnerabilities. Any or all of the foregoing could adversely affect our business, financial condition, and results of operations. Finally, we cannot guarantee that any costs and liabilities incurred in relation to a cyberattack or other security incident will be covered by our existing insurance policies or that applicable insurance will be available to us in the future on economically reasonable terms or at all.

Additionally, as we accept debit and credit cards for payment, we are subject to the Payment Card Industry Data Security Standard (“PCI-DSS”), issued by the Payment Card Industry Security Standards Council. PCI-DSS contains compliance guidelines with regard to our security surrounding the physical and electronic storage, processing and transmission of cardholder data. Compliance with PCI-DSS and the implementation of related procedures, technology, and information security measures requires significant resources and ongoing attention. The implementation of new or upgraded information technology systems, including those necessary to achieve compliance with PCI-DSS, and the maintenance of existing systems could result in additional costs and potential problems and interruptions, including disruption or reduced efficiency of our operations. Any material interruptions or failures in our payment related systems could have an adverse effect on our business, financial condition, and results of operations. If there are amendments to PCI-DSS, the cost of compliance could increase and we may suffer loss of critical data and interruptions or delays in our operations as a result. If we or our service providers are unable to comply with the security standards established by banks and the payment card industry, we may be subject to fines, restrictions, and expulsion from card acceptance programs, which could adversely affect our business, financial condition, and results of operations.

Moreover, as a contractor with the DoD we are contractually required to protect “controlled unclassified information” and comply with the DoD’s cybersecurity requirements, including the security controls specified in the National Institute of Standards and Technology Special Publication 800-171 (“NIST SP 800-171”). The DoD is also in the process of implementing obligations relating to the Cyber Security Material Model Certificate (“CMMC”) into its contracts. CMMC incorporates the requirements of NIST SP 800-171 and will require all contractors to, depending on the level of security required, perform a self-assessment or receive specific third-party certifications. The DoD expects that nearly all new contracts will be required to comply with the CMMC by October 31, 2026, and initial requests for information and proposals have already begun. We are in the process of evaluating our readiness and preparing for the

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CMMC requirements. We will also be required to go through a CMMC recertification or new self-assessment process periodically, depending on the level of security required. In addition, any obligations that may be imposed on us under the CMMC may be different from or in addition to those otherwise required by applicable laws and regulations, which may cause additional expense for compliance. Any failure to comply with the DoD’s cybersecurity requirements could restrict our ability to bid for, be awarded and perform under DoD contracts, which could adversely affect our business, financial condition, results of operations, and prospects. Achieving and maintaining compliance can be complex and costly, including implementing technical and organizational controls, remediating gaps identified in assessments, managing incident reporting and forensic-preservation obligations, and overseeing supplier and cloud-service provider compliance. Failure to comply with these requirements may also subject us to bid protest challenges for the award of new contracts or False Claims Act allegations claiming damages to the government based on such non-compliance.

We are subject to complex and evolving U.S. and international laws and regulations regarding privacy, data protection, and security; changes in or noncompliance with these laws could result in claims, penalties, increased costs, or reduced member growth or engagement, or otherwise harm our business.

In operating our business and providing products and services to customers, we create, collect, receive, maintain, store, use, disclose, transmit, and otherwise process significant amounts of information, including information relating to our employees, contractors, business partners, actual and prospective customers and our customers’ end users and employees, that constitutes “personal data,” “personal information,” “personally identifiable information,” “consumer health data,” “sensitive health information,” “protected health information” (“PHI”), and similar terms under applicable data privacy laws (collectively, “Personal Information”), including in some contexts health, reproductive, and biometric data generated through use of Oura Ring and our membership offering and the software applications of third parties that work in conjunction with Oura Ring. We also depend on a number of third-party vendors in relation to the operation of our business, a number of which process Personal Information on our behalf. We face risks inherent in both processing large volumes of Personal Information and in protecting the security of such Personal Information. We, our customers, and our vendors are subject to a variety of federal, state, and foreign data privacy laws, rules, regulations, industry standards and other requirements, including those that apply generally to the processing of Personal Information, and those that are specific to certain industries, sectors, contexts, or locations. These requirements, and their application, interpretation, and amendment are constantly evolving. It is also possible that new laws, regulations, and other requirements, or amendments to or changes in interpretations of existing laws, regulations, and other requirements, may require us to incur significant costs, implement new processes, or change our processing of Personal Information and business operations, which could hinder our ability to grow our business by extracting value from our data assets. Our actual or perceived failure to comply with any federal, state or foreign laws and regulations, industry standards or other requirements that govern or apply to our creation, collection, maintenance, use, disclosure, transmission, retention, and other processing and security of data could result in enforcement actions that require us to change our business practices in a manner that may negatively impact our revenue, as well as expose us to litigation, fines, civil or criminal penalties, and adverse publicity that could cause our members to lose trust in us, negatively impacting our reputation and business in a manner that harms our financial position.

In the United States, the FTC and many state attorneys general are interpreting federal and state consumer protection laws to enforce a variety of data privacy issues, including standards for appropriately protecting Personal Information and statements made in privacy policies regarding the collection, use, processing, and security of Personal Information. Such standards require us to publish statements that accurately describe how we process Personal Information and choices individuals may have about the way we process their Personal Information. If such information that we publish is considered misleading, untrue or inaccurate, we may be subject to government claims of unfair or

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deceptive trade practices, which could lead to significant liabilities and consequences. Moreover, according to the FTC, violating consumers’ privacy rights or failing to take appropriate steps to keep consumers’ Personal Information secure may constitute unfair acts or practices in or affecting commerce in violation of Section 5(a) of the Federal Trade Commission Act. State consumer protection laws provide similar causes of action for unfair or deceptive practices. Further, privacy advocates and industry groups have regularly proposed and sometimes approved, and may propose and approve in the future, self-regulatory standards with which we must comply or that contractually apply to us.

In addition, many state legislatures have adopted or modified data privacy and security laws and legislation that may apply to our business. For example, we are subject to the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, the “CCPA”), which requires businesses that process Personal Information of California residents to, among other things: provide certain disclosures to California residents regarding the business’s collection, use, and disclosure of their Personal Information; receive and respond to requests from California residents to access, correct, and delete their Personal Information; allow California residents to opt out of certain Personal Information sharing and receive information about how their Personal Information is used; and enter into specific contractual provisions with service providers that process California resident Personal Information on the business’s behalf. The CCPA provides for civil penalties for violations, as well as statutory damages and a private right of action for data breaches, which has increased and is expected to continue to increase data breach litigation, including class actions. The enactment of the CCPA has prompted other states to enact similar laws, which has created a patchwork of overlapping but different state data privacy laws. For example, Virginia, Colorado, Oregon, Texas, Montana, Iowa, Utah, Connecticut and other states also maintain comprehensive data privacy laws, and several other states have passed comprehensive data privacy laws that will take effect over the next few years. Similar laws have been proposed in other states and at the federal level, reflecting a trend toward more stringent data privacy legislation in the United States. We will be required to comply with these new privacy laws if our operations fall within their scope, which may increase our compliance costs and potential liability and may require us to make changes to our business practices.

While the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and regulations implemented thereunder (collectively, “HIPAA”) does not generally apply to most of our business operations, we operate as a “business associate” (as defined by HIPAA) in the context of our business arrangements with certain healthcare providers and partners, and our current and future offerings may subject us to additional health privacy regimes. HIPAA imposes privacy, security and breach notification obligations on certain healthcare providers, health plans, and healthcare clearinghouses, known as “covered entities,” as well as their business associates that perform certain services that involve creating, receiving, or maintaining PHI as defined by HIPAA for or on behalf of such covered entities and their covered subcontractors. HIPAA requires business associates to develop and maintain policies with respect to the protection, use, and disclosure of PHI, including the adoption of administrative, physical, and technical safeguards to protect such information, and certain notification requirements in the event of a breach of unsecured PHI. Business associates that are found to be in violation of HIPAA, including as the result of a breach of unsecured PHI, a complaint about HIPAA privacy or security practices, or audits by the U.S. Department of Health and Human Services (“HHS”), may be subject to significant civil, criminal and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance. HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts may award damages, costs, and attorneys’ fees related to violations of HIPAA in such cases. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.

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Health data and biometric data are widely regarded as among the most sensitive categories of Personal Information and are subject to heightened and rapidly evolving regulatory requirements and scrutiny in the United States and abroad, including specific notice, informed consent, retention, and disclosure obligations under state privacy laws such as the Illinois Biometric Information Privacy Act (“BIPA”), the Washington My Health My Data Act (“MHMD”), comparable statutes in a growing number of U.S. states, and special-category data provisions of the EU GDPR and United Kingdom (“UK”) GDPR. For example, MHMD restricts how entities collect, use, and process “consumer health data,” defined broadly as information that is linked or reasonably linkable to a consumer and that identifies the consumer’s health status. The law creates a private right of action to allow individuals to sue for violations of the law, imposes stringent consent requirements, and grants consumers certain rights with respect to their consumer health data, including to request deletion of their information. Connecticut, Nevada, and other states have also passed similar laws regarding consumer health data, and others are considering and may adopt similar laws. Any actual or perceived failure to obtain valid consent or to otherwise comply with these health or biometric-specific requirements could expose us to substantial statutory damages, class action litigation (including under BIPA’s and MHMD’s private rights of action), regulatory enforcement actions, and reputational harm, any of which could adversely affect our business, financial condition, and results of operations.

In addition to fines and penalties that may be imposed for failure to comply with state and federal laws, regulations and requirements, some states also provide for private rights of action to customers for misuse of or unauthorized access to Personal Information. Our compliance with these rapidly evolving, increasingly burdensome and sometimes conflicting laws, regulations and requirements may cause us to incur substantial costs or require us to change our business practices, which may impact our financial condition. If we fail to comply with these laws, regulations or requirements, we may be exposed to litigation expenses and possible significant liability, fees or fines. Further, any such claim, proceeding, or action (whether or not merited) could harm our reputation, brand, and business, force us to incur significant expenses in defense of such proceedings, distract our management, increase our costs of doing business, result in a loss of members and suppliers or an inability to process credit or debit card payments, and may result in the imposition of monetary penalties. We may also be contractually required to indemnify and hold harmless third parties from the costs or consequences of non-compliance with any laws, regulations or other legal obligations relating to data privacy or consumer protection or any inadvertent or unauthorized use or disclosure of data, including Confidential Information and Personal Information, that we store or process as part of operating our business.

In addition to risks posed by newer and evolving privacy laws, we could be, and have been from time to time, subject to claims alleging violations of long-established federal and state privacy and consumer protection laws. For example, the Telephone Consumer Protection Act (the “TCPA”) is a federal law that imposes significant restrictions on the ability to make telephone calls or send text messages to mobile telephone numbers without the prior consent of the person being contacted. The TCPA provides for substantial statutory damages for violations, which has generated and will likely continue to generate extensive class-action litigation. We send short message service, or SMS, text messages to customers. The actual or perceived improper sending of text messages may subject us to potential risks, including liabilities or claims relating to consumer protection laws, such as the TCPA. Federal or state regulatory authorities or private litigants may claim that the notices and disclosures we provide, form of consents we obtain, or our SMS texting practices otherwise are not adequate or violate applicable law. We also send marketing messages via email and are subject to the CAN-SPAM Act, which imposes certain obligations regarding the content of emails and providing opt-outs (with the corresponding requirement to honor such opt-outs promptly). While we strive to ensure that all of our marketing communications comply with the requirements set forth in the CAN-SPAM Act, any actual or perceived violations by us could result in the FTC seeking civil penalties against us. In addition, class-action plaintiffs in the United States are employing novel legal theories to allege that federal and state eavesdropping and/or wiretapping laws and state

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constitutions prohibit the use of analytics technologies widely employed by website and mobile app operators to understand how their users interact with their services. Despite our compliance efforts, our use of text messaging communications or analytics technologies could expose us to costly litigation, government enforcement actions, damages and penalties, which could adversely affect our business, financial condition, and results of operations.

In 2024, the National Security Division of the U.S. Department of Justice issued a new rule—referred to as the “Data Security Program” (“DSP”)—to implement Executive Order 14117 aimed at preventing access to “bulk U.S. sensitive personal data” and “government-related data” by “countries of concern” (including China, Russia, Iran, North Korea, Cuba, and Venezuela) and “covered persons” (as all such terms are defined in the DSP). Effective as of April 8, 2025, and fully enforceable as of July 9, 2025, the DSP imposes stringent obligations on companies within its scope and prohibits or restricts “covered data transactions” that grant countries of concern or covered persons access to bulk U.S. sensitive personal data or any amount of government-related data. The DSP is new and complex and has yet to be enforced, and as such, there is a risk that our interpretation of its applicability, scope, and requirements is incorrect, incomplete, or misapplied. Based on our assessment of the DSP, we do not believe we engage in covered data transactions at this time, though we may discover that we do or we may begin doing so in the future. Compliance with the DSP may require us to invest heavily in data security and compliance measures, such as implementing and complying with the Cybersecurity and Infrastructure Security Agency’s guidelines and other burdensome recordkeeping, reporting, and auditing requirements. It may also require us to implement new processes, stop or restrict certain data transfers, alter the geographic scope of our operations, cease doing business with certain third parties or using certain tools or vendors, and/or change how data flows throughout our business, any of which could disrupt, delay, or otherwise impact our business operations or hinder our ability to grow our business. Finally, non-compliance with the DSP could result in significant civil or criminal penalties, which could adversely affect our business, financial condition, and results of operations.

Further, laws in all 50 U.S. states, as well as other jurisdictions in which we operate, require us to notify governmental authorities and/or affected individuals of data breaches involving certain Personal Information or other unauthorized or inadvertent access to or disclosure of such information, and these notification obligations may be particularly stringent where biometric or health data is involved. These laws are not consistent with each other, and compliance in the event of a widespread data breach would likely be difficult and costly. Any disclosures we make to comply with, or the failure to comply with, such requirements could lead to adverse consequences. Any actual or perceived security incident or breach, or breach of our contractual obligations, could also harm our reputation and brand, expose us to potential civil or criminal liability, claims, litigation (including class actions), monetary fines, and/or require us to expend significant resources on data security and in responding to any such actual or perceived breach.

Outside of the United States, certain foreign jurisdictions, including the European Economic Area (“EEA”), and the United Kingdom, have laws and regulations that are more restrictive in certain respects than those in the United States. For example, the EEA and the United Kingdom have adopted the EU GDPR or the UK GDPR, respectively, which may apply to our collection, control, use, sharing, disclosure and other processing of Personal Information. We are also subject to evolving European laws and regulations relating to data sharing, including the Data Act, which, amongst other things, imposes data accessibility and sharing obligations on manufacturers of connected objects and providers of related services. Any violation of data privacy or security laws, including the EU GDPR or UK GDPR, by our third-party processors, or their acts or omissions that cause us to violate our legal obligations, could have an adverse effect on our business and result in substantial fines and penalties. We may also face civil claims including representative actions and other class action type litigation (where individuals have suffered harm), potentially amounting to significant compensation or damages liabilities, as well as associated costs, diversion of internal resources and reputational harm.

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We also may be subject to specific requirements with respect to cross-border transfers of Personal Information out of the EEA and United Kingdom. Recent legal developments in the EEA and United Kingdom have created complexity and uncertainty regarding transfers of Personal Information out of Europe. As supervisory authorities issue further guidance on Personal Information export mechanisms, and/or start taking enforcement action, we could suffer additional costs, complaints and regulatory investigations or fines, or if we are otherwise unable to transfer Personal Information between and among countries and regions in which we operate, it could affect the manner in which we provide our products and services, the geographical location or segregation of our relevant systems and operations, and could adversely affect our business, financial condition, and results of operations.

We are also subject to evolving privacy laws regarding the use of cookies and e-marketing. Cookies are small data files that are sent by websites and stored locally on an Internet user’s computer or mobile device. These laws have led to intense scrutiny regarding Internet-based advertising, including the use of data to draw inferences about a consumer’s interests and deliver relevant advertising to that consumer, by legislative, regulatory, and self-regulatory bodies, privacy advocates, academics, and commercial interests in the United States and abroad that focus on consumer data protection and privacy. In particular, much of this scrutiny has focused on the use of cookies and other tracking technologies that collect or aggregate information, including Personal Information, about consumers’ online browsing and mobile application usage activity. In the EEA and UK, regulators are increasingly focused on compliance with requirements in the online behavioral advertising ecosystem. As regulators, activists, consumer protection organizations and third parties increasingly enforce the strict approach in recent guidance, this could lead to substantial costs, require significant systems changes, limit the effectiveness of our marketing activities, divert the attention of our technology personnel, adversely affect our margins, increase costs and subject us to additional liabilities. Regulation of cookies and similar technologies, and any decline of cookies or similar online tracking technologies as a means to identify and potentially target advertising towards individuals, may lead to broader restrictions and impairments on our marketing and personalization activities and may negatively impact our efforts to understand our members and prospective consumers.

Certain requirements from our third-party technology and platform providers could also force us to modify our offerings or strategy due to privacy concerns, which could disrupt our business operations or negatively affect our financial performance. For example, Apple iOS requires applications in the Apple App Store to opt in to the tracking of users across applications and websites owned by third parties for advertising performance measurement purposes. Additionally, Google has at various times indicated its intention to block third-party cookies in the future. As a result, we have had to, and may again in the future have to, develop alternative systems and methods to determine our customer’s behavior, customize their online experience, and efficiently market to them. If the use of cookies or other tracking technologies is further restricted, regulated or blocked, if changes in technology cause existing tracking technologies to become less reliable or acceptable as a means of tracking consumer behavior, or if our alternative approaches are unreliable, the amount or accuracy of member information we collect could decrease, which could have an adverse effect on our targeted advertising and related activities.

Any actual or perceived non-compliance with these rapidly changing laws, regulations or industry standards, our contractual obligations, or other requirements relating to data privacy, data protection, and consumer protection by us or the third-party companies we work with could result in litigation and proceedings against us by individuals, consumer rights groups, governmental entities, consumers or others, fines and civil or criminal penalties for us or company officials, obligations to cease offerings or to substantially modify our business in a manner that makes it less effective in certain jurisdictions; significant negative publicity, and harm to our brand and reputation, and reduced overall demand for our products and services, any of which could have an adverse effect on our business, financial condition, and results of operations.

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We collect and process significant volumes of sensitive personal health and biometric data through Oura Ring, Oura App, and Oura Membership. Any actual or perceived existing or future use of this data could expose us to reputational, regulatory, legal, and contractual risks that could adversely affect our business, financial condition, and results of operations.

In the ordinary course of our business, we collect, generate, store, and process significant volumes of sensitive personal health and biometric data through Oura Ring, Oura App, and Oura Membership, including heart rate, heart rate variability, respiration rate, body temperature, sleep stages, menstrual cycles, and activity. We currently use this data to power our health intelligence platform, train our proprietary AI and machine-learning models, and deliver personalized health insights to our members. We operate a privacy-first model, as communicated to our members and prospective customers, and promise to never share personal health data with third parties without consent. We do not have plans to sell, license, or otherwise directly monetize our members’ personal health data.

Any sharing of member data would be subject to a complex and evolving regulatory landscape, depending on a variety of factors, including the location of the member and the context in which Oura processes that member data. Applicable regulations include but are not limited to HIPAA, the FTC Act, the FTC’s health breach notification rule, the U.S. omnibus state privacy laws like the CCPA, U.S. state biometric information privacy laws such as the BIPA and MHMD, and the EU GDPR and UK GDPR, among others. Many of these laws impose heightened requirements on the processing of health and biometric data, including specific notice, informed consent, retention, and disclosure obligations, obligations to secure the data collected and to prevent unauthorized access to such data, and provide for significant civil and criminal penalties, regulatory enforcement actions, and private rights of action for violations. If we were to pursue strategies to monetize our data assets in the future, or unlawfully obtain health data or operate inconsistently within our current privacy policy and the promises that we have made to members or former members, we could face risks including: requirements to delete products (including models and algorithms) developed in whole or in part using unlawfully obtained data, the need to obtain valid consent from members, the need to provide clear and conspicuous notices and obtain affirmative, express consents from members for the retention and use of their data for certain purposes, the need to disclose omissions of material facts that would affect whether a consumer would purchase the Oura Ring, Oura App, and Oura Membership, the need to notify members, former members, the FTC, and the media in the event of a breach or when data is disclosed or acquired without a member’s authorization, becoming subject to data broker regulations, potential conflicts with contractual obligations or representations we have made to members regarding the use of their Personal Information, and the perception by members, regulators, or the media that any such activities are inconsistent with our privacy-first model, which could erode member trust, reduce engagement and retention, and harm our reputation and brand.

The regulatory landscape governing personal health and biometric data continues to evolve rapidly, and new laws and regulations may impose additional restrictions on our ability to extract value from our data assets. Any actual or perceived failure to comply with applicable data privacy and security laws, regulations, and contractual obligations or any misrepresentations, material omissions, and misuse of data in connection with the use or monetization of member data could result in governmental investigations and enforcement actions, litigation, fines, civil and criminal penalties, and adverse publicity that could cause our members to lose trust in us, any of which could adversely affect our business, financial condition, and results of operations. Additionally, any actual or perceived security event impacting Personal Information processed by Oura, if it were to occur, could likewise result in the same or similar adverse effects.

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Our failure or inability to protect or enforce our intellectual property rights, or claims by others that we infringe their rights, could diminish our brand and competitive position and adversely affect our business, financial condition, and results of operations.

We currently rely on a combination of patent, copyright, trademark, trade secret, and unfair competition laws, as well as confidentiality and non-disclosure agreements and procedures and licensing arrangements, to establish, enforce, and protect our intellectual property rights. We have devoted and intend to continue to devote substantial resources to the development, enforcement, and protection of our intellectual property, including our proprietary technologies and related processes. Despite such efforts, these laws, agreements and procedures may not effectively prevent disclosure of our Confidential Information and may not provide an adequate remedy in the event of unauthorized disclosure of our Confidential Information. Third parties may also independently develop similar or competing technology that avoids our patents, and we cannot be certain that the steps taken by us to protect our intellectual property rights will be adequate to prevent infringement of such rights by others, including imitation and “knockoffs” of Oura Ring and misappropriation of our brand. The imitation of our products and infringement, misappropriation, or other violation of our intellectual property rights by others could diminish our brand or cause confusion among our existing or potential customers. The process of obtaining patent or trademark protection can be expensive, onerous, and time-consuming, and we may not be able to file, apply for, or prosecute all necessary or desirable patent applications or trademark applications at a reasonable cost or in a timely manner. We have obtained and applied for U.S. and foreign trademark registrations for the “ŌURA” brand and a variety of our product names, and we will continue to evaluate the registration of additional trademarks as appropriate. Additionally, we have an expansive patent portfolio and have pending patent applications related to technologies currently used in our products. However, we cannot guarantee that any of our pending trademark or patent applications will be approved by the applicable governmental authorities, or that our existing patent and trademark registrations will not be challenged and invalidated. Moreover, intellectual property protection may be unavailable or limited in some foreign jurisdictions where laws or law enforcement practices may not protect our intellectual property rights as fully as in the United States, and it may be more difficult for us to successfully challenge the unauthorized use of our intellectual property rights by other parties in these jurisdictions. Additionally, we may use AI Technologies to assist in the development of our proprietary technologies and intellectual property. The legal framework governing intellectual property protection for or involving AI Technologies, including the protectability of system inputs and outputs, remains uncertain and is the subject of ongoing litigation across jurisdictions. There is particular uncertainty regarding the copyright ownership of content produced in whole or in part by generative AI Technologies and the patentability of AI-generated inventions. As the law continues to develop in this area we may lose our ability to claim or enforce certain of our intellectual property rights. Costly and time-consuming litigation could be necessary to enforce and determine the scope of our intellectual property rights, and our failure or inability to obtain or maintain patent, copyright, trademark, or trade secret protection or otherwise protect our intellectual property rights could adversely affect our business.

We operate in an industry characterized by extensive patent litigation, and our patents may not be upheld if challenged. We are and may in the future be subject to patent and other intellectual property infringement claims and lawsuits in various jurisdictions. We cannot be certain that our products and activities do not violate the patents or other intellectual property rights of third parties. Companies in the technology industry, and other patent, copyright, and trademark holders seeking to profit from royalties in connection with the grant of licenses, own large numbers of patents, copyrights, trademarks, domain names, and trade secrets and frequently commence litigation based on allegations of infringement, misappropriation, or other violations of intellectual property or other rights. Companies and individuals may also be subject to criminal prosecution for trade secret theft under 18 U.S.C. section 1832. We are taking, and intend to continue to take, commercially reasonable efforts to defend and prosecute litigation matters against us. Litigation is inherently uncertain, and any judgment or injunctive relief entered against us or any settlement could adversely impact our business, financial condition, and results of operations.

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Any failure of our information technology service providers, business partners, vendors, suppliers, or other third-party service providers, or any other failure by such third parties to provide services to us may negatively impact our relationships with customers and harm our business.

We currently use, and plan in the future to continue to use, technology that we license from third parties in connection with our products and internal operations. If we are unable to continue to use or license these technologies on terms that are acceptable to us, or if these technologies become unreliable, unavailable, or fail to operate properly, we may not be able to secure adequate alternatives in a timely manner or at all, and our ability to offer our products and remain competitive in our market could be harmed. Further, we cannot be certain that our licensors do not or will not infringe on the intellectual property rights of third parties or that our licensors have or will have sufficient rights to the licensed intellectual property in all jurisdictions in which we may sell our platform. Some of our agreements with our licensors may allow such licensor to terminate the license for convenience, or otherwise provide the licensed technology for a limited term. If we are unable to continue to license technology because of intellectual property infringement claims brought by third parties against our licensors or against us, or if we are unable to continue operating under our existing license agreements or enter into new licenses on commercially reasonable terms, our ability to develop and sell our products containing or dependent on that technology would be limited, and our business, financial condition, and results of operations could be adversely affected.

Additionally, if we are unable to license technology from third parties, we may be forced to acquire or develop alternative technology, which we may be unable to do in a commercially feasible manner, or at all, and it may require us to use alternative technology of lower quality or performance standards. This could increase our costs or limit or delay our ability to develop or offer new or competitive offerings. Third-party software upon which we rely may be updated infrequently, unsupported, or subject to vulnerabilities that may not be resolved in a timely manner, any of which may expose our solutions to vulnerabilities. Any impairment of these technologies or of our relationship with these third parties could adversely impact our business, financial condition, and results of operations.

As our membership base grows and we introduce new features and products, we must continue to expand, upgrade, and scale our information technology infrastructure. Failure to do so could result in service outages, degraded member experience, data integrity issues, or security vulnerabilities that could adversely affect our business, financial condition, and results of operations.

We will need to continue to expand and scale our information technology systems and personnel to support recent and expected future growth in our memberships. As such, we plan to continue to invest in and implement modifications and upgrades to our information technology systems and procedures, including the replacement of legacy systems with successor systems, the update of legacy systems or acquisition of new systems with heightened functionality, the hiring of employees with information technology expertise, and the implementation of new policies, procedures, training programs, and monitoring tools. These types of activities subject us to inherent costs and risks associated with the replacement and change of information technology systems, including impairment of our ability to fulfill customer orders, potential disruption of our internal control structure, capital expenditures, additional administration and operating expenses, acquisition and retention of sufficiently skilled personnel to implement and operate the new systems, demands on management time, the introduction of errors or vulnerabilities and other risks and costs of delays or difficulties in transitioning to or integrating new systems. In addition, it takes a significant amount of time to plan, develop, and test improvements to our information technology systems and infrastructure, and we may not be able to accurately forecast demand or predict the results we will realize from such changes. These implementations, modifications, and upgrades may not result in productivity improvements at a level

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that outweighs the costs of implementation, or at all. Additionally, difficulties with implementing new technology systems, delays in our timeline for planned improvements, significant system failures or our inability to successfully modify our information technology systems to respond to changes in our business needs may cause disruptions in our business operations and adversely affect our business, financial condition, and results of operations.

Some of our products and services contain open source software, which may pose particular risks to our proprietary software, technologies, products, and services in a manner that could harm our business.

We use open source software in the firmware embedded in Oura Ring and in the software and platform infrastructure underlying our membership offering, and we anticipate using open source software in the future. Some open source software licenses require those who distribute open source software as part of their own software product to publicly disclose all or part of the source code to such software product or to make available any derivative works of the open source software on unfavorable terms or at no cost. Some companies that use open source software have faced claims challenging their use of open source software or compliance with open source license terms. However, given there is an increasing number of open source software license types, the terms of many open source licenses to which we are or may become subject have not been interpreted by U.S. or foreign courts, and there is a risk that such open source software licenses could be construed in a manner that imposes unanticipated conditions or restrictions on our ability to provide or distribute our products or services. Additionally, we could face claims from third parties demanding the release or license of our proprietary source code, or otherwise seeking to enforce the terms of the applicable open source license. These claims could result in litigation and could require us to make our software source code freely available, purchase a costly license, or cease offering the implicated products or services unless and until we can re-engineer them to avoid infringement. This re-engineering process could require us to expend significant additional research and development resources, and we cannot guarantee that we will be successful. Additionally, any actual or claimed requirement to disclose our proprietary source code or pay damages for breach of contract may allow our competitors to create similar products with lower development effort and time and, ultimately, could result in a loss of sales for us, which would adversely affect our business, financial condition, and results of operations.

Additionally, the use of certain open source software can present greater risks than the use of third-party commercial software, as open source software is generally provided without support and without warranties, indemnification or other contractual protections regarding the origin of the software, possible infringement claims, or the quality of the code. Further, we cannot ensure that the authors of such open source software will implement or push updates to address security risks or will not abandon further development and maintenance. Many of the risks associated with the use of open source software, such as the lack of warranties or assurances of title or performance, cannot be eliminated and could, if not properly addressed, negatively affect our business. We have processes in place to help alleviate these risks, including a review process for screening requests from our developers for the use of open source software, but we cannot be sure that all open source software is identified or submitted for approval prior to use in our products and services or that our open source software-related processes are otherwise always observed. Any of these risks could be difficult to eliminate or manage, and, if not addressed, could have an adverse effect on our business, financial condition, and results of operations.

Our products and services depend on third-party data centers that we do not control, and changes to or disruptions in these data centers could adversely affect our business, financial condition, and results of operations.

Our membership offering and Oura platform are hosted using data centers operated by third parties, and our members access our platform through third-party mobile operating systems and

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platforms, including iOS and Android, cloud infrastructure and data center providers, and telecommunications networks. We control neither the operation of the data centers nor our third-party data center service providers, and we do not control the third-party operating systems and platforms through which our members access Oura App, our membership offering, and our platform. These data centers are vulnerable to damage or interruption from a variety of sources including earthquakes, floods, fires, power loss, system failures, computer and other cybersecurity vulnerabilities, physical or electronic break-ins, human error, malfeasance or interference, including by employees, former employees, or contractors, as well terrorist acts, war and other catastrophic events. Our third-party data centers may also be subject to cybersecurity incidents, including breaches, supply chain attacks, incidents due to the actions of outside parties or human error, malfeasance, insider threats, system errors or vulnerabilities, insufficient cybersecurity controls, a combination of these, or otherwise, any of which may cause service outages and otherwise impact our ability to provide our solutions and services. While our vendor due diligence process includes a review of the security measures of our third-party data centers, we cannot ensure that these measures will be sufficient to prevent a cybersecurity incident or to protect the continued operation of our platform in the event of a cybersecurity incident. Consequently, we could be subject to service disruptions, as well as failures to provide adequate support for reasons that are outside of our direct control.

We have entered into agreements for the use of these data centers with third-party data center service providers which expire at various times. The third-party data center service providers may have no obligation to renew their agreements with us on commercially reasonable terms, or at all. If we are unable to renew these agreements on terms that are acceptable to us, we may be required to transfer our servers or data to new data center facilities or engage new service providers, and we may incur significant costs and a possible interruption in our platform in connection with doing so.

Problems with our third-party data center service providers, the telecommunications network providers with whom they contract, or with the systems by which telecommunications providers allocate capacity among their users could adversely affect the experience of our members. Our third-party data center service providers could decide to close their facilities or cease providing us services without adequate notice. In addition, any financial difficulties, such as bankruptcy, faced by our third-party data center service providers or parties they contract with may have negative effects on our business, the nature and extent of which are difficult to predict. Additionally, any failure of our data centers to meet our needs for capacity could have an adverse effect on our business. Any changes in third-party service levels at our data centers or any errors, defects, disruptions, or other performance problems with our platform could harm our brand, may damage our members’ Confidential Information, and could harm our members’ perception of the reliability of our products and services. Future interruptions to our platform might reduce our revenue, cause us to issue refunds, subject us to potential liability, or harm our ability to retain members and attract new members.

Risks Related to Other Legal, Regulatory, and Tax Matters

We currently market certain of our products and product features as general wellness products that we believe are not actively subject to the medical device regulatory requirements of the FDA and comparable regulatory authorities outside of the United States. If the FDA or a foreign regulatory authority disagrees with our position that these products and features are not subject to medical device regulation, or if they otherwise become actively subject to medical device regulation, we would be subject to pervasive and costly ongoing regulatory obligations, and our business, financial condition, and results of operations could be adversely affected.

We currently market certain of our products and features in the United States, including Oura Ring and certain features of the related Oura App, as general wellness products that are intended to help our members maintain and encourage a healthy lifestyle, and not as medical devices for the

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diagnosis, cure, mitigation, prevention, or treatment of any disease or condition. Based on this intended use, we believe that such products and features are general wellness products that are either exempt from the definition of a “device” under Section 201(h) of the Federal Food, Drug, and Cosmetic Act (the “FD&C Act”) or are subject to FDA enforcement discretion as low risk general wellness products pursuant to FDA guidance, including the recent update in January 2026 titled “General Wellness: Policy for Low Risk Devices” (the “General Wellness Guidance”).

Under Section 201(h) of the FD&C Act, a medical device includes an instrument, apparatus, implement, machine, contrivance, implant, in vitro reagent, or other similar or related article, including a component part, or accessory which is: intended for use in the diagnosis of disease or other conditions, or in the cure, mitigation, treatment, or prevention of disease, in man or other animals, or intended to affect the structure or any function of the body of man or other animals, and which does not achieve its primary intended purposes through chemical action within or on the body of man or other animals and which is not dependent upon being metabolized for the achievement of its primary intended purposes. The FDA applies its medical device authority both to hardware and software with these medical device intended uses, and on a function by function basis. However, Section 510(o)(1)(B) of the FD&C Act excludes from the definition of medical device software functions that are intended for maintaining or encouraging a healthy lifestyle and that are unrelated to the diagnosis, cure, mitigation, prevention, or treatment of a disease or condition.

FDA has also issued the General Wellness Guidance, which establishes an enforcement discretion policy for low risk general wellness products (not limited to software), pursuant to which FDA has indicated that it does not intend to examine such products to determine whether they are devices within the meaning of the FD&C Act or, if they are devices, whether they comply with the premarket review and post-market regulatory requirements for devices under the FD&C Act and implementing regulations. Under this policy, “general wellness products” are defined as those that have (1) an intended use that relates to maintaining or encouraging a general state of health or a healthy activity, or (2) an intended use that relates the role of healthy lifestyle with helping to reduce the risk or impact of certain chronic diseases or conditions and where it is well understood and accepted that healthy lifestyle choices may play an important role in health outcomes for the disease or condition. Such products must also be “low risk” to fall within the enforcement discretion policy, meaning that although they may be devices, the FDA does not intend to enforce medical device requirements.

There is no guarantee that the FDA will determine that each of these products and features that we believe to be wellness products is either subject to the statutory exemption from a device, where we believe it is applicable, or the General Wellness Guidance. Further, the FDA may change its position in the future. FDA guidance documents, including the General Wellness Guidance, represent the FDA’s current thinking but are nonbinding and do not establish legally enforceable responsibilities, and have been and may be subject to change. The General Wellness Guidance does not change or rescind any requirements of the FD&C Act or any applicable regulations, and compliance with the guidance does not ensure that the FDA will not take enforcement action with respect to our products or features. In addition, the FDA may revise, supplement, or withdraw the General Wellness Guidance at any time. Any future revision to the General Wellness Guidance could narrow the scope of products eligible for enforcement discretion, impose new conditions or requirements on general wellness products, or otherwise change the criteria that we rely on to support our position that such products and features are not actively regulated as medical devices. Moreover, future legislation could negatively impact the regulatory status of our products and subject us to FDA oversight.

If we are determined to be unlawfully marketing medical device products, our ability to sell our products would be jeopardized and we could be subject to enforcement actions such as warning letters; fines; injunctions; civil penalties; termination of distribution; recalls or seizures of products; delays in the introduction of products into the market; total or partial suspension of production; refusal

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to grant future clearances or approvals; withdrawals or suspensions of any then-current clearances or approvals, resulting in prohibitions on sales of our products; and in the most serious cases, criminal penalties, which could harm our reputation and adversely affect our business, financial condition, and results of operations.

In addition, unlike the FDA, regulatory authorities in the EU have not published any comparable formal enforcement discretion policy with respect to wellness products. While Recital 19 of the EU Medical Devices Regulation (“MDR”) provides that software features intended for lifestyle and well-being purposes are not regulated as medical devices, the determination of whether specific software features fall within the scope of the EU MDR is made on a case-by-case basis by national competent authorities in each European Economic Area (“EEA”) member state. There can be no assurance that one or more of our features currently marketed as general wellness products will not be determined by a national competent authority in an EEA country to constitute medical devices under the EU MDR, which could require us to CE mark such features as medical devices and, depending on the applicable risk classification, involve a notified body in the conformity assessment process. If any of our features were to be considered as medical devices, we would be required to comply with the full range of medical device requirements applicable to the relevant risk classification, including CE marking and conformity assessment (which, for Class IIa or higher in the EU, requires the involvement of a notified body), potential quality management system certification, clinical evaluation, as well as post-market surveillance, and vigilance reporting obligations, all of which would significantly increase our compliance costs and could delay or disrupt the continued marketing of such features in the EEA.

In addition, advertising and marketing claims made about Oura’s products, including claims related to health monitoring, sleep analysis, women’s cycles, stress, cardiovascular insights, longevity, the production of health outcomes, accuracy, science, clinical evidence, research, and other wellness metrics, have exposed us, and may in the future expose us, to private litigation, including consumer class action litigation, as well as investigations and enforcement actions from the FTC, state regulators, comparable international regulatory authorities, or self-regulatory organizations for violating laws, regulations, or guidance prohibiting unfair or deceptive practices, including Section 5 of the Federal Trade Commission Act (15 U.S.C. § 45) and similar state consumer protection statutes. To the extent that we make unsupported claims that healthcare providers will rely upon, make decisions based upon, or otherwise provide personalized guidance that care plans based upon the product data and insights that members share with such healthcare providers, such claims may also be subject to FTC or other enforcement action. The FTC’s claim substantiation doctrine requires advertisers to have a reasonable basis for objective product claims at the time they are made. Health, efficacy, and performance claims relating to wellness products—including claims regarding sleep, stress, cardiovascular, women’s health, and other metrics generated by our products and membership offering—are generally held to a higher substantiation standard. The failure to possess adequate substantiation when a claim is made may itself constitute a deceptive practice under Section 5 of the FTC Act and analogous state consumer protection statutes. Many of the state consumer protection statutes referenced above also provide private rights of action, and claims under those statutes are frequently asserted on a class-wide basis. For example, in August 2026, a class action was filed against us alleging that we falsely advertise the accuracy of our sleep-tracking technology. Litigation is inherently uncertain and we cannot predict its outcome. We may face additional claims, lawsuits, or regulatory inquiries of a similar nature in the future, including as a result of publicity relating to this action. Defending these matters has required, and may continue to require, us to incur significant legal expenses and to divert management attention and resources, and an unfavorable outcome could result in monetary damages, restitution, penalties, or injunctive relief requiring changes to the claims we make about the accuracy or performance of our products and services, including our sleep-related metrics. In addition, allegations of this nature could generate negative publicity, undermine member and consumer trust in the accuracy of our metrics, and adversely affect our brand, business, financial condition, and results of operations. These consumer protection laws and regulations subject us to a range of requirements and

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theories of liability, including false and misleading product claims, under which regulatory investigations and enforcement actions and private litigation, including class actions, may be brought and could result in monetary penalties, damages, restitution, mandatory changes to our advertising and marketing practices, consent orders, and financial and reputational harm.

We currently market, and intend to market in the future, certain of our products and product features as medical devices subject to regulation by the FDA and comparable regulatory authorities outside of the United States. As a result, these products, features, and our operations in connection with these products and features, are and will be subject to extensive government regulation and oversight both in the United States and abroad, and our failure to comply with applicable requirements could adversely harm our business.

Certain of our products and features offered in the United States and abroad are regulated as medical devices. For example, the Fertile Window feature of Oura App is regulated in certain jurisdictions as a medical device, as are certain other features offered by our collaborators that we make available on our Oura platform, such as Natural Cycles and Dexcom, or which our partners hold relevant marketing authorizations. As we continue to develop and expand the features and capabilities of the Oura Ring and Oura App, we expect that additional features and functionalities that we may introduce will be subject to regulation by the FDA and comparable regulatory authorities as medical devices.

The FDA and foreign regulatory authorities regulate, among other things, with respect to medical devices: design, development and manufacturing; testing, labeling, content and language of instructions for use and storage; clinical studies; product safety; establishment registration and device listing; marketing, sales and distribution; pre-market clearance and approval; record keeping procedures; advertising and promotion; recalls and field safety corrective actions; post-market surveillance, including reporting of deaths or serious injuries and malfunctions that, if they were to recur, could lead to death or serious injury; post-market approval studies; and product import and export. These numerous ongoing compliance requirements are costly and time consuming.

The regulations to which we are subject are complex and have tended to become more stringent over time. Regulatory changes could result in restrictions on our ability to carry on or expand our operations, higher than anticipated costs or lower than anticipated sales. The FDA and comparable regulatory authorities enforce these regulatory requirements through, among other means, periodic unannounced and announced inspections. We do not know whether we will be found compliant in connection with any future FDA or other regulatory inspections. Failure to comply with applicable regulations could jeopardize our ability to sell our products and result in enforcement actions such as: warning letters; fines; injunctions; civil penalties; termination of distribution; recalls or seizures of products; delays in the introduction of products into the market; total or partial suspension of production; refusal to grant future clearances or approvals; withdrawals or suspensions of any then-current clearances or approvals, resulting in prohibitions on sales of our products; and in the most serious cases, criminal penalties.

Among these requirements, before we can market or sell a new medical device (including a new software function regulated as a medical device) or make a significant modification to an existing medical device in the United States, we must obtain marketing authorization from the FDA, unless an exemption from pre-market review applies. The type of marketing authorization necessary is generally linked to the classification of the device. The FDA classifies medical devices into one of three classes-Class I, II, or III-based on the degree of risk associated with a device and the level of regulatory control deemed necessary to ensure its safety and effectiveness. Class I devices that pose the least risk are subject only to General Controls applicable to all devices, such as requirements for device labeling, premarket notification, and adherence to current good manufacturing practices for

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devices as set forth in the Quality Management System Regulation. Class II devices that pose a moderate risk are subject to General Controls and may also be subject to Special Controls, such as performance standards, product-specific guidance documents, special labeling requirements, patient registries, or post-market surveillance. Class III devices are those for which insufficient information exists to assure safety and effectiveness solely through General and Special Controls, including devices that support or sustain human life, are of substantial importance in preventing impairment of human health, or which present a potential unreasonable risk of illness or injury.

Most Class I devices and some Class II devices are exempted by regulation from premarket review requirements and can be marketed without prior authorization from the FDA. Class I and II devices that are not exempted are eligible for marketing through the 510(k) clearance pathway. By contrast, devices placed in Class III generally require premarket approval (“PMA”) or the grant of a de novo classification request classifying the device into Class I or II prior to commercial marketing. The PMA approval process is more stringent, time-consuming and expensive than the 510(k) clearance process; however, the 510(k) clearance process has also become increasingly stringent and expensive.

To obtain 510(k) clearance, we must submit a premarket notification to the FDA demonstrating the proposed device is substantially equivalent to a legal predicate device. A device is substantially equivalent if, with respect to the predicate device, it has the same intended use and it has either the same technological characteristics, or it has different technological characteristics, but the information provided in the 510(k) submission demonstrates that the device does not raise new questions of safety or effectiveness. The 510(k) clearance process usually takes between six to twelve months, but may take longer. Although many 510(k) premarket notifications are cleared without clinical data, in some cases, the FDA may require clinical data to support substantial equivalence. In reviewing a premarket notification, the FDA may request additional information, including clinical data, which may significantly prolong the review process and clearance is never assured. Clinical trials are subject to numerous requirements and institutional review board approval, oversight, and monitoring. Even if a trial is conducted, the results of clinical testing may not adequately demonstrate the safety and effectiveness of the device or be sufficient to obtain FDA clearance or approval for marketing.

If the FDA determines that the device is “not substantially equivalent” to a previously cleared device, the device is automatically designated as a Class III device. The device sponsor must then fulfill more rigorous PMA requirements, or can request a risk-based classification determination for the device in accordance with the de novo classification process.

After a device receives 510(k) clearance, any subsequent modification of the device that could significantly affect its safety or effectiveness, or that would constitute a major change in its intended use, requires a new 510(k) clearance or could require another form of marketing authorization, such as following submission of a de novo classification request or a PMA. A manufacturer makes its own determination regarding the significance of modifications, but the FDA may review any such decision and may disagree with the manufacturer’s determination. If the FDA disagrees with a manufacturer’s determination, the FDA may require the manufacturer to cease marketing and distribution and/or recall the modified device until 510(k) clearance, grant of a de novo classification, or PMA approval is obtained. In the future, we may make modifications to our products after they have received FDA clearance and, in appropriate circumstances, determine that new clearance is unnecessary. However, the FDA may disagree with our determination, and, if the FDA requires us to seek 510(k) clearance or submit new PMA applications for any modifications to a previously cleared product, we may be required to cease marketing or distributing or recall the modified device until we obtain the required clearance or approval. We may also market or acquire products that are marketed without a 510(k) clearance, appropriate labeling, or that otherwise are marketed in violation of FDA requirements. Under these circumstances, we may also be subject to warning letters, significant regulatory fines, or other penalties, and we may no longer be able to market particular products for which a 510(k) clearance is required.

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We currently hold no marketing authorizations for our device functionality. We market our Fertile Window medical device function in the United States under an FDA enforcement discretion policy pursuant to which the FDA has indicated it will not require marketing authorization for such products intended for use to enable conception.

In Europe, the Fertile Window feature of Oura App is currently registered as a self-certified Class I medical device software under the EU MDR. However, certain other features that we are developing may constitute medical devices under the EU MDR and, depending on the applicable risk classification, could be classified as Class IIa or higher, which would require the involvement of a notified body in the conformity assessment process for CE certification, which is a costly and time-consuming undertaking, particularly given the limited availability of notified body capacity under the EU MDR. If we are required to obtain marketing authorization or certification for future functionalities we are developing, as we expect to do, or if regulatory authorities determine that such authorizations and certifications are required for our current products and functions, then we may be required to stop selling any then-marketed products or functionalities and could be subject to enforcement action. We may not be able to obtain these certifications on a timely basis, or at all, where required. In addition, the FDA and comparable regulatory authorities may change their policies, adopt additional regulations or amend existing regulations, or take other actions, which may prevent or delay marketing authorization or certification or impact our ability to modify our current products on a timely basis. Such policy or regulatory changes could impose additional requirements upon us that could delay our ability to obtain new marketing authorizations or certifications or increase the costs of compliance.

Moreover, to obtain marketing authorization or certification, we may be required to provide clinical data in support of medical device features, which will subject us to regulations as the sponsor of medical device clinical studies. Clinical testing is difficult to design and implement, can take many years, can be expensive, and carries uncertain outcomes. The results of preclinical and clinical studies of our products conducted to date and ongoing or future studies of our current, planned, or future products may not be predictive of the results of later clinical studies, and interim results of a clinical study do not necessarily predict final results. Regulatory authorities can disagree with proposed clinical study protocols and endpoints, interpretation of data and results from our clinical studies, and favorable results do not ensure that we will achieve similar results in future clinical studies. Preclinical and clinical data are often susceptible to various interpretations and analyses, and many companies that have believed their products performed satisfactorily in preclinical studies and earlier clinical studies have nonetheless failed to replicate results in later clinical studies. Failure can occur at any stage of clinical testing. Our clinical studies may produce negative or inconclusive results, and we may decide, or regulatory authorities may require us, to conduct additional clinical and non-clinical testing in addition to those we have planned. Even if we do conduct such additional clinical and non-clinical testing, there is no guarantee that such testing will be successful or result in receipt of any required marketing authorization. We may experience delays in our ongoing clinical studies for a number of reasons, which could adversely affect the costs, timing, or successful completion of our clinical studies. Any delay in, or failure to receive or maintain, marketing authorization for any product or feature that is or becomes regulated as a medical device could prevent us from generating revenue from such product or feature and could require us to remove or modify existing features that our members value, which could adversely affect member engagement, retention, and our competitive position.

In addition, medical device manufacturers are generally required to, among other things, (i) establish a quality system to help ensure that their products consistently meet applicable requirements and specifications, referred to as the Quality Management System Regulation, which is a complex regulatory scheme that covers the procedures and documentation of the design, testing, production, process controls, quality assurance, labeling, packaging, handling, storage, distribution, installation, servicing, and shipping of medical devices, (ii) comply with medical device establishment registration and listing requirements, (iii) comply with FDA’s regulations on product labeling and promotion, including

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prohibitions on promotion for unapproved or off-label uses, (iv) establish and maintain procedures for receiving, reviewing, and evaluating complaints, (v) establish and maintain a corrective and preventative action procedure, (vi) report certain device-related adverse events and product problems to the FDA, and (vii) report to the FDA the removal or correction of a distributed product. If we experience any product problems requiring reporting to the FDA or comparable foreign regulators, or if we otherwise fail to adhere to these or other similar requirements inside or outside the United States, we could be subject to enforcement action by applicable regulatory authorities. For example, the FDA and other governmental and regulatory authorities actively enforce the laws and regulations prohibiting the promotion of off-label uses of medical devices, and a company that is found to have improperly promoted such off-label uses may be subject to significant liability.

Sales of medical devices outside the United States are subject to foreign government regulations, which vary substantially from country to country. In order to market any medical devices in other countries, we would need to comply with applicable regulatory requirements and authorizations and approvals and safety and quality regulations in each country in which the product is marketed. The time required to obtain authorization, approval, or certification by a foreign country may be longer or shorter than that required for FDA marketing authorizations, and the requirements may differ significantly.

In addition, the regulatory landscape for wearable health technology products is evolving. Legislators and regulators in the United States and in foreign jurisdictions may adopt new laws, regulations, or guidance applicable to health-related wearable devices, digital health products, or products that use AI or machine learning to generate health-related insights. Any such developments could subject Oura Ring, Oura App, or features of our health intelligence platform to new or additional regulatory requirements, which could increase our compliance costs and restrict our ability to develop, market, and sell our products and services as currently contemplated. Any of the foregoing could adversely affect our business, financial condition, and results of operations.

For example, the regulatory landscape for medical devices and digital health products in the EU is evolving. On December 16, 2025, the European Commission published a proposal to revise the EU MDR, which includes amendments to classification rules that may result in changes to the risk classification applicable to certain medical device software and introduces additional compliance requirements. The proposal is subject to the ordinary legislative procedure and may be amended during the legislative process. In addition, AI features used in or as part of medical devices may be classified as “high-risk” AI systems under the EU AI Act, which could subject such features to prescriptive conformity assessment, risk management, data governance, transparency, human oversight, and post-market monitoring obligations, potentially requiring product, process, and documentation changes that could further increase our compliance costs. The aforementioned EU rules are generally applicable in the EEA, which consists of the 27 EU member states plus Norway, Liechtenstein and Iceland. Any of the foregoing could adversely affect our business, financial condition, and results of operations.

If our competitors receive FDA marketing authorization or CE certification for their products, they may gain a competitive advantage and our business could be adversely affected.

Our competitors have released products that were not cleared or approved by the FDA or certified in the EU, but in the future, one or more of our competitors may receive FDA marketing authorization or certification for their competing product(s). Following the receipt of such a marketing authorization or certification, our competitors would be permitted to market their product(s) for authorized medical or diagnostic purposes for which we are not permitted to market Oura Ring or Oura App absent the receipt of FDA marketing authorization or certification. If our competitors receive such FDA clearance or approval, or certification, they may gain a competitive advantage and our business could be adversely affected.

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We actively conduct and sponsor clinical studies, which involve a lengthy and expensive process with an uncertain outcome and results, and failure or delay can occur at any time.

We are currently conducting a clinical trial to evaluate whether wearing an Oura Ring and following the exercise guidance provided by an AI-based Advisor in Oura App works to reduce arterial stiffness, and recruiting for a proposed study to evaluate the performance of our investigational Blood Pressure Profile algorithm in identifying signs of hypertension, which if fully developed, and cleared or approved by the FDA, and marketed would be regulated as a medical device. Clinical studies involve the administration of an investigational product to human subjects under the supervision of qualified investigators and are subject to good clinical practice (“GCP”) requirements. These include the requirement that all subjects provide informed consent before participating in a study. Clinical studies must be conducted under protocols that describe the study objectives, design, methodology, statistical considerations, and other requirements. Institutional review board (“IRB”) approval must be obtained for each site before enrollment begins, and the FDA or comparable regulatory authorities may also require approval for medical device studies, depending on the nature of the study. The FDA may also require or request clinical studies following marketing authorization.

We cannot be certain that our nonclinical studies and clinical trial results will be sufficient to support regulatory authorization of any new features and capabilities of Oura Ring and Oura App. Clinical testing is expensive and can take many years to complete and its outcome is inherently uncertain. Human clinical studies are expensive and difficult to design and implement, in part because they are subject to rigorous regulatory requirements. Failure or delay can occur at any time during the clinical trial process, and clinical studies can be delayed or terminated for a variety of reasons, including delays or failures related to: the availability of financial resources to commence and complete the planned studies; the FDA or comparable foreign regulatory authorities disagreeing as to the design or implementation of our clinical studies; delays in obtaining regulatory approval to commence a clinical trial; the FDA’s or the applicable foreign regulatory agency’s disagreement with our trial protocol or the interpretation of data from nonclinical studies, preclinical studies or clinical studies; our inability to demonstrate that the clinical and other benefits of any of our investigational features and capabilities outweigh any safety or other perceived risks; the FDA’s or the applicable foreign regulatory agency’s requirement for additional nonclinical studies, preclinical studies or clinical studies; the results of clinical studies may not meet the level of statistical significance required by the FDA or comparable foreign regulatory authorities for any required marketing authorization of any features and capabilities; obtaining IRB or ethics committee approval at each clinical trial site; recruiting an adequate number of suitable subjects to participate in a clinical trial; having subjects complete a clinical trial or return for post-trial follow-up; clinical trial sites deviating from clinical trial protocol or dropping out of a clinical trial; addressing subject safety concerns that arise during the course of a clinical trial; adding a sufficient number of clinical trial sites; obtaining sufficient product supply for use in preclinical studies or clinical studies from our contract manufacturers and third-party suppliers; the FDA’s or the applicable foreign regulatory agency’s findings of deficiencies or failure to approve the manufacturing processes or facilities of third-party manufacturers upon which we rely; or the approval policies or regulations of the FDA or comparable foreign regulatory authorities may significantly change in a manner rendering our clinical data insufficient for marketing authorization.

We may also experience numerous adverse events or unforeseen events during, or as a result of, preclinical studies and clinical studies that could delay or prevent our ability to receive marketing authorization for or commercialize our investigational features and capabilities, including:

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In addition, if we are required to conduct additional clinical studies or other testing of our product candidates beyond those that we currently contemplate, if we are unable to successfully complete clinical studies of our proposed features and capabilities or other testing, if the results of these studies or tests are not positive or are only moderately positive or if there are safety concerns, our business and results of operations may be adversely affected and we may incur significant additional costs.

Our relationships with customers and third-party payors in the United States and elsewhere may be subject, directly or indirectly, to applicable anti-kickback, fraud and abuse, false claims, transparency, and other healthcare laws and regulations, which could expose us to criminal sanctions, civil penalties, contractual damages, reputational harm, administrative burdens and diminished profits and future earnings.

The healthcare industry in and outside the United States is heavily regulated and closely scrutinized by federal, state, local and foreign authorities. Although our products and offerings are not currently covered by any commercial third-party payor or government healthcare program, our business activities may nonetheless be subject to regulation and enforcement by the U.S. Department of Justice, the Department of Health and Human Services and other federal, state and foreign governmental authorities. Federal, state and foreign laws and regulations that may affect our ability to conduct business include, without limitation:

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Because of the breadth of these laws and the narrowness of the statutory exceptions and safe harbors available, it is possible that some of our business activities, including certain advisory agreements we have entered into with physicians who are paid, in part, in the form of stock or stock options, as well as certain co-marketing, revenue sharing, and referral arrangements, could be subject to challenge under one or more of such laws. Achieving and sustaining compliance with these laws may prove costly. The risk of our being found in violation of these laws and regulations is increased by the fact that many of them have not been fully interpreted by regulatory authorities or the courts, and their provisions are sometimes complex and open to a variety of interpretations. Failure to comply with these laws and other laws can result in significant penalties, including, without limitation, administrative, civil and criminal penalties, damages, fines, disgorgement, the curtailment or restructuring of operations, integrity oversight and reporting obligations, and exclusion from participation in federal, state, and foreign healthcare programs and imprisonment. Our failure to accurately anticipate the application of these laws and regulations to our business or any other failure to comply with regulatory requirements could create liability for us and negatively affect our business.

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In addition, any action against us for violation of these laws or regulations, even if we successfully defend against it, could cause us to incur significant legal expenses, divert our management’s attention from the operation of our business, and result in adverse publicity, or otherwise result in an adverse impact on our business, financial condition, results of operations, cash flows, and/or reputation.

We are, and in the future may be, subject to legal proceedings, regulatory disputes, and governmental inquiries arising from our business operations, including patent litigation (as both plaintiff and defendant), consumer product liability claims, data privacy regulatory proceedings, and other claims. Any such proceedings could require us to incur significant legal expenses, divert management’s attention, result in injunctive relief, damage awards, or settlements, and adversely affect our business, financial condition, and results of operations.

From time to time, we are, and may in the future be subject to claims, lawsuits, government investigations, and other proceedings involving products liability, competition and antitrust, intellectual property, privacy, consumer protection, securities, tax, labor and employment, commercial disputes, and other matters that could adversely affect our business operations and financial condition. As we have grown, we have seen a rise in the number and significance of these disputes and inquiries. Litigation and regulatory proceedings, and particularly the intellectual property infringement matters that we are currently facing or could face, may be protracted and expensive, and the results are difficult to predict. Certain of these matters include speculative claims for substantial or indeterminate amounts of damages and include claims for injunctive relief. Additionally, our litigation costs could be significant. Adverse outcomes with respect to litigation or any of these legal proceedings may result in significant settlement costs or judgments, penalties and fines, or require us to modify the Oura Ring, the Oura App, or our Oura Membership offering, make content unavailable, or require us to stop offering certain features, all of which could negatively affect our membership and revenue growth.

The results of litigation, investigations, claims, and regulatory proceedings cannot be predicted with certainty, and determining reserves for pending litigation and other legal and regulatory matters requires significant judgment. There can be no assurance that our expectations will prove correct, and even if these matters are resolved in our favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could harm our business, financial condition, and results of operations.

We could be subject to changes in tax laws or regulations and adverse tax rulings, which could adversely affect our financial condition, and results of operations.

Recent or future changes to U.S., Finnish, and other foreign tax laws could impact the tax treatment of our earnings. For example, the U.S. government may enact significant changes to the taxation of business entities including, among others, the imposition of minimum taxes or surtaxes on certain types of income. We generally conduct our international operations through wholly owned subsidiaries, branches, or representative offices and report our taxable income in various jurisdictions worldwide based upon our business operations in those jurisdictions. The intercompany relationships between our legal entities are subject to complex transfer pricing regulations administered by taxing authorities in various jurisdictions. Although we believe we are compliant with applicable transfer pricing and other tax laws in the United States, Finland, and other relevant countries, changes in such laws and rules may require the modification of our international structure in the future, which will incur costs, may increase our worldwide effective tax rate, and may adversely affect our financial position and results of operations. In addition, significant judgment is required in evaluating our tax positions and determining our provision for income taxes.

During the ordinary course of business, there are many transactions and calculations for which the ultimate tax determination is uncertain. For example, our effective tax rates could be adversely

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affected by earnings being lower than anticipated in countries where we have lower statutory rates and higher than anticipated in countries where we have higher statutory rates, by changes in foreign currency exchange rates, or by changes in the relevant tax, accounting, and other laws, regulations, principles, and interpretations. As we operate in numerous taxing jurisdictions, the application of tax laws can be subject to diverging and sometimes conflicting interpretations by tax authorities of these jurisdictions. It is not uncommon for taxing authorities in different countries to have conflicting views with respect to, among other things, the manner in which the arm’s-length standard is applied for transfer pricing purposes, or with respect to the valuation of intellectual property.

If U.S., Finnish, or other jurisdictions’ tax laws further change, if our current or future structures and arrangements are challenged by a taxing authority, or if we are unable to appropriately adapt the manner in which we operate our business, we may have to undertake further costly modifications to our international structure and our tax liabilities and results of operations may be adversely affected. The Organization for Economic Cooperation and Development is continuing to work on fundamental changes in the allocation of profits among tax jurisdictions in which companies do business (Pillar One), as well as the implementation of a global minimum tax (Pillar Two). Global minimum tax legislation has been proposed and/or enacted in various jurisdictions. These two pillars combined represent a significant change in the international tax regime, and there is risk of an adverse impact to our effective tax rate, but the amount of such impact remains uncertain at this time.

Our ability to use our net operating loss carryforwards to offset future taxable income may be subject to certain limitations.

Our ability to use our net operating loss carryforwards (“NOLs”) and certain other tax attributes, including research and development credit carryforwards, to offset future taxable income may be subject to certain limitations, which could subject our business to higher tax liability. In fiscal 2025, we had U.S. federal NOLs and Finnish NOLs of approximately $99.4 million and $15.6 million, respectively. Realization of these NOLs depends on future income, and there is a risk that our existing NOLs could expire unused or otherwise be unavailable to offset future income tax liabilities, which could adversely affect our results of operations.

In general, under Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), a corporation that undergoes an “ownership change” is subject to limitations on its ability to utilize its NOLs to offset future taxable income. Our redomiciliation, this offering, and any future changes in our stock ownership, many of which may be outside of our control, could constitute, or contribute to, an ownership change under Section 382 of the Code. Our NOLs may also be impaired under state laws.

There is also a risk that due to regulatory changes, such as suspensions on the use of NOLs, or other unforeseen reasons, our existing NOLs could expire or otherwise be unavailable to offset future income tax liabilities. For these reasons, we may not be able to realize a tax benefit from the use of our NOLs.

Failure to comply with anti-corruption and anti-money laundering laws, including the U.S. Foreign Corrupt Practices Act (the “FCPA”) and similar laws associated with our activities outside of the United States, could subject us to penalties and other adverse consequences.

We operate a global business and may have direct or indirect interactions with public employees of government agencies or state-owned or affiliated entities. We are subject to the FCPA, the U.S. domestic bribery statute contained in 18 U.S.C. § 201, the U.S. Travel Act, the U.K. Bribery Act, and other anti-bribery and anti-money laundering laws in countries in which we conduct activities. These laws prohibit companies, their employees, and third-party representatives from corruptly promising, authorizing, offering, or providing, directly or indirectly, improper payments or anything of

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value to foreign public officials, political parties, and private-sector recipients for the purpose of obtaining or retaining business, directing business to any person, or securing any advantage. In addition, U.S. public companies are required to maintain books and records that accurately and fairly represent their transactions and have an adequate system of internal accounting controls. In many foreign countries, including countries in which we may conduct business, it may be a local custom that businesses engage in practices that are prohibited by the FCPA or other applicable laws and regulations. Governmental enforcement authorities could seek to impose substantial civil and/or criminal fines and penalties for violations of these laws by any director, officer, employee, or third-party representative, which could have an adverse effect on our business, financial condition, results of operations, and reputation.

We have implemented an anti-corruption compliance program and policies, procedures, and training designed to foster compliance with these laws; however, our employees, contractors, agents, and companies to which we outsource certain of our business operations may take actions in violation of our policies or applicable law. Any such violation could have an adverse effect on our reputation, business, results of operations, and prospects.

Any violation of the FCPA, other applicable anti-corruption laws, or anti-money laundering laws could result in whistleblower complaints, adverse media coverage, investigations, loss of export privileges, substantial criminal or civil sanctions and suspension or debarment from U.S. government contracts, any of which could have an adverse effect on our reputation, business, financial condition, and results of operations. In addition, responding to any enforcement action may result in a significant diversion of management’s attention and resources and significant defense costs and other professional fees.

Risks Related to This Offering and Ownership of Our Common Stock

Sales, directly or indirectly, of a substantial amount of our common stock in the public markets by our existing stockholders may cause the price of our common stock to decline.

Sales of a substantial number of shares of our common stock into the public market, particularly sales by our directors, executive officers, and principal stockholders, or the perception that these sales might occur, could cause the market price of our common stock to decline and could impair our ability to raise capital through the sale of additional equity securities. Many of our existing stockholders have substantial unrecognized gains on the value of the equity they hold, and may take, or attempt to take, steps to sell, directly or indirectly, their shares or to otherwise secure, or limit the risk to, the value of their unrecognized gains on those shares. Upon the completion of this offering, we will have outstanding an aggregate of       shares of common stock, based on the number of shares of common stock outstanding as of June 30, 2026, after giving effect to the Preferred Stock Conversion, the SAFE Conversion, and the RSU Net Settlement.

All of the shares of common stock sold in this offering will be freely tradable without restrictions or further registration under the Securities Act except that any shares held by our affiliates, as defined in Rule 144 under the Securities Act, would only be able to be sold in compliance with Rule 144 and any applicable market standoff or lock-up agreements.

In connection with this offering, subject to certain customary exceptions, we, all of our directors and executive officers, and substantially all of the holders of our common stock, or securities exercisable for or convertible into our common stock outstanding immediately prior to this offering, have entered into market standoff agreements with us or lock-up agreements with the underwriters that prohibit them from selling, contracting to sell, granting any option for the sale of, transferring, or otherwise disposing of any shares of common stock, stock options, or any security or instrument

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related to common stock or stock options for a period of       days from the date of this prospectus, subject to certain customary exceptions and early release provisions.

We have a large number of stockholders and such stockholders have acquired their interests over an extended period of time and pursuant to a number of different agreements containing a variety of terms governing restrictions on the sale, short sale, transfer, hedging, pledging, or other disposition of their interests in our equity. Holders of our outstanding shares of common stock and securities convertible into or exercisable or exchangeable for shares of our common stock are subject to restrictions on their ability to sell or transfer their equity either prior to the pricing of this offering or from the pricing of this offering through the date that is     days after the date of this prospectus. We and the underwriters may release certain stockholders from the market standoff agreements or lock-up agreements prior to the end of the lock-up period. Record holders of our securities are typically the parties to the lock-up agreements with the underwriters and to the market standoff agreements with us referred to above, while holders of beneficial interests in our shares who are not also record holders in respect of such shares are not typically subject to any such agreements or other similar restrictions. Accordingly, we believe that holders of beneficial interests who are not record holders and are not bound by market standoff or lock-up agreements could enter into transactions with respect to those beneficial interests that could negatively impact our stock price. In addition, an equity holder who is neither subject to a market standoff agreement with us nor a lock-up agreement with the underwriters may be able to sell, short sell, transfer, hedge, pledge, or otherwise dispose of or attempt to sell, short sell, transfer, hedge, pledge, or otherwise dispose of, their equity interests at any time after the closing of this offering. Any such transaction described above involving shares of our common stock, or any perception by the market that such transaction may occur, could cause our stock price to decline.

When the applicable lock-up and market standoff periods described above expire, we and our stockholders subject to a lock-up agreement or market standoff agreement will be able to sell our shares in the public market. Sales of a substantial number of such shares upon expiration of the lock-up and market standoff agreements, or the perception that such sales may occur, or early release of these agreements, could cause our market price to fall or make it more difficult for you to sell your common stock at a time and price that you deem appropriate.

In addition, as of June 30, 2026, we had stock options and RSUs outstanding under our Existing Plans that, if fully exercised or settled, would result in the issuance of approximately       shares of common stock, after giving effect to the RSU Net Settlement. All of the shares of common stock issuable upon the exercise of stock options and restricted stock units, and the shares reserved for future issuance under our Existing Plans, will be registered for public resale under the Securities Act. Accordingly, these shares will be able to be freely sold in the public market upon issuance subject to existing lock-up or market standoff agreements and applicable vesting requirements.

Immediately following this offering, the holders of       shares of our common stock will have rights, subject to certain conditions, to require us to file registration statements for the public resale of such shares or to include such shares in registration statements that we may file for ourselves or other stockholders. Any registration statement we file to register additional shares, whether as a result of registration rights or otherwise, could cause the trading price of our common stock to decline or be volatile.

We may also issue shares of our common stock or securities convertible into shares of our common stock from time to time in connection with a financing, acquisition, investment, or otherwise. Any further issuance could result in substantial dilution to our existing stockholders and cause the market price of our common stock to decline. See “Shares Eligible for Future Sale.”

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There has been no prior public market for our common stock, the stock price of our common stock may be volatile or may decline regardless of our operating performance, and you may not be able to resell your shares at or above the initial public offering price.

There has been no public market for our common stock prior to this offering. The initial public offering price for our common stock was determined through negotiations between us and the underwriters and may vary from the market price of our common stock following this offering. The market prices of the securities of newly public companies such as us have historically been highly volatile. The market price of our common stock may fluctuate significantly in response to numerous factors, many of which are beyond our control, including:

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In addition, the stock markets have experienced extreme price and volume fluctuations that have affected and continue to affect the market prices of equity securities of many companies. Stock prices of many companies have fluctuated in a manner unrelated or disproportionate to the operating performance of those companies. In the past, stockholders have instituted securities class action litigation following periods of market volatility. If we were to become involved in securities litigation, it could subject us to substantial costs, divert resources and the attention of management from our business, and adversely affect our business.

If you purchase shares of our common stock in this offering, you will experience immediate and substantial dilution in the net tangible book value of your shares.

The initial public offering price is substantially higher than the pro forma net tangible book value per share of our common stock immediately following this offering, after giving effect to the conversion of all outstanding shares of our convertible preferred stock into an aggregate of     shares of our common stock, which will occur immediately prior to the completion of this offering. Therefore, if you purchase shares of our common stock in this offering, based on the midpoint of the price range set forth on the cover page of this prospectus, and the issuance by us of       shares of common stock in this offering, you will experience immediate dilution of $      per share, the difference between the price per share you pay for our common stock and its pro forma net tangible book value per share as of June 30, 2026. Furthermore, if outstanding stock options or restricted stock units are exercised or settled, if we issue awards to our employees under our Existing Plans, or if we otherwise issue additional shares of our common stock, you could experience further dilution. See “Dilution.”

We will have broad discretion in the use of the net proceeds we receive in this offering.

We will have broad discretion in the application of the net proceeds we receive in this offering, including for any of the purposes described in the section titled “Use of Proceeds,” and you will not have the opportunity as part of your investment decision to assess whether the net proceeds are being used appropriately. Because of the number and variability of factors that will determine our use of the net proceeds from this offering, their ultimate use may vary substantially from their current intended use. If we do not use the net proceeds that we receive in this offering effectively, our business, financial condition, and results of operations could be harmed, and the market price for our common stock could decline.

We anticipate incurring substantial tax obligations on the initial settlement of certain RSUs in connection with this offering. The manner in which we fund these tax liabilities may have an adverse effect on our financial condition, and may further dilute our stockholders.

In light of the large number of RSUs that will initially settle in connection with this offering, we anticipate that we will expend substantial funds, primarily using net proceeds from this offering, to satisfy tax withholding and remittance obligations. The majority of the RSUs granted prior to the date of this prospectus vest upon the satisfaction of service-based and performance-based conditions. The service-based condition for RSUs is generally satisfied over a period of four years. Additionally, all RSUs are subject to an additional performance-condition that will be satisfied as of the effective date of the registration statement of which this prospectus forms a part. As a result, such RSUs that have previously satisfied the service-based condition, as applicable, will vest in connection with the effectiveness of the registration statement of which this prospectus forms a part. In connection with the settlement of these RSUs, we plan to withhold certain shares underlying RSUs and remit income taxes on behalf of the holders of such RSUs at applicable statutory tax withholding rates based on the initial public offering price per share in this offering. See “Use of Proceeds.” For RSUs that will vest after the effectiveness of the registration statement of which this prospectus forms a part and prior to the expiration of the lock-up periods, we will have discretion to net settle shares underlying these RSUs and also to delay settlement of these RSUs following vesting until the expiration of the lock-up periods.

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Based on an assumed initial public offering price of $      per share, which is the midpoint of the price range set forth on the cover page of this prospectus, an estimated       shares underlying RSUs vesting in connection with this offering, and an assumed      % tax withholding rate for certain of our employees and service providers from whom we will withhold taxes, we would use approximately $      to satisfy our tax withholding and remittance obligations related to the RSU Net Settlement. Accordingly, we would expect to deliver an aggregate of       shares of our common stock to RSU holders after withholding an aggregate of      shares of our common stock. The amount of these tax liabilities and withholdings could be higher or lower, depending on, among other things, the actual price of shares of our common stock sold in this offering, the actual tax withholding rates, and the actual number of RSUs for which the service-based condition has been satisfied on the settlement or vesting date (after accounting for forfeitures prior to the settlement or vesting date). As a result, depending on these factors, we may need to use existing cash, cash equivalents, and short-term investments to fund a portion of these tax withholding and remittance obligations, which could have an adverse effect on our financial condition.

Our Amended Bylaws that will be in effect on the completion of this offering will provide that the Court of Chancery of the State of Delaware will be the sole and exclusive forum for certain types of actions and proceedings that may be initiated by our stockholders, and the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.

Our Amended Bylaws will provide that, subject to certain exceptions, unless we consent in writing in advance of the selection of an alternative forum, (A) the Court of Chancery of the State of Delaware will be the sole and exclusive forum for any (i) derivative action or proceeding brought on our behalf, (ii) action asserting a claim of breach of a fiduciary duty owed by any current or former directors, officers, other employees, agents, or our stockholders to us or our stockholders, (iii) action asserting a claim against us pursuant to any provision of the Delaware General Corporation Law (the “DGCL”), our Amended Charter, or our Amended Bylaws or as to which the DGCL confers exclusive jurisdiction on the Court of Chancery of the State of Delaware, or (iv) action asserting a claim governed by the internal affairs doctrine of the law of the State of Delaware; and (B) the federal district courts of the United States shall be the exclusive forum for the resolution of any complaint asserting a cause of action arising under the Securities Act. Notwithstanding the foregoing, the exclusive forum provision shall not apply to claims seeking to enforce any liability or duty created by the Exchange Act. The choice of forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or our directors, officers, or other employees, which may discourage such lawsuits against us and our directors, officers, and other employees, although our stockholders will not be deemed to have waived our compliance with federal securities laws and the rules and regulations thereunder. If a court were to find the choice of forum provisions in our Amended Bylaws to be inapplicable or unenforceable in an action, we may incur further significant costs associated with resolving such action in other jurisdictions, which could adversely affect our business, financial condition, and results of operations.

Provisions in our Amended Charter, our Amended Bylaws, and under Delaware law could make an acquisition of our company more difficult, limit attempts by our stockholders to replace or remove our current board of directors, and limit the trading price of our common stock.

Provisions in our Amended Charter and Amended Bylaws may have the effect of delaying or preventing a change of control or changes in our management. Our Amended Charter and our

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Amended Bylaws, which will become effective immediately prior to the completion of this offering, will include provisions that:

Moreover, Section 203 of the DGCL may discourage, delay, or prevent a change in control of our company. Section 203 imposes certain restrictions on mergers, business combinations, and other transactions between us and holders of 15% or more of our common stock. See “Description of Capital Stock” for additional information.

If securities or industry analysts do not publish research, or publish inaccurate or unfavorable research, about our business, the price of our common stock and trading volume could decline.

The trading market for our common stock will depend in part on the research and reports that securities or industry analysts publish about us or our business, our market and our competitors. We do not have any control over these analysts. If few securities analysts commence coverage of us, or if industry analysts cease coverage of us, the trading price for our common stock would be negatively affected. If one or more of the analysts who cover us downgrade our common stock or publish inaccurate or unfavorable research about our business, our common stock price would likely decline. If one or more of these analysts cease coverage of us or fail to publish reports on us regularly, demand for our common stock could decrease, which might cause our common stock price and trading volume to decline.

We do not currently intend to pay dividends for the foreseeable future.

We currently intend to retain any future earnings to finance the operation and expansion of our business and we do not currently expect to declare or pay any dividends in the foreseeable future. Moreover, the terms of our Credit Agreement restrict our ability to pay dividends, and any additional debt we may incur in the future may include similar restrictions. In addition, Delaware law may impose requirements that may restrict our ability to pay dividends to holders of our common stock. As a result, stockholders must rely on sales of their common stock after price appreciation as the only way to realize any future gains on their investment, and such price appreciation may never occur. As a result, investors seeking cash dividends should not purchase our common stock. See “Dividend Policy.”

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General Risk Factors

Our quarterly results of operations may fluctuate significantly as a result of a variety of factors, many of which are outside of our control. If our performance in any period does not meet our public guidance or the expectations of investors and securities analysts, the trading price of our common stock may decline.

Our quarterly results of operations may fluctuate for a variety of reasons, many of which are beyond our control. These reasons include those described in these risk factors as well as the following:

Fluctuations in our quarterly results of operations may cause those results to fall below the guidance that we have provided to the public or the expectations of our investors and securities analysts, which could cause the trading price of our common stock to decline. Fluctuations in our results could also cause a number of other problems. For example, analysts or investors might change their models for valuing our common stock, we could experience short-term liquidity issues, our ability to retain or attract key personnel may diminish, and other unanticipated issues may arise.

In addition, we believe that our quarterly results of operations may vary in the future and that period-to-period comparisons of our results of operations may not be meaningful. You should not rely on the results of one quarter as an indication of future performance.

Our results of operations could be adversely affected by natural disasters, public health crises, political crises, war, terrorism, or other catastrophic events.

Given our reliance on manufacturing in foreign countries, our significant operations in Finland, and our growing global member base, we are exposed to a range of geographic and geopolitical risks. Any such disruption could adversely affect our ability to manufacture and deliver our products and could harm our business, financial condition, and results of operations. Additionally, our headquarters are located in Northern California, an area which has a history of earthquakes, and are thus vulnerable to damage. Natural disasters, such as earthquakes, wildfires, hurricanes, tornadoes, floods, and other

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adverse weather and climate conditions; unforeseen public health crises, such as epidemics and pandemics; political crises, such as terrorist attacks, war and other political instability; or other catastrophic events, whether occurring in the United States or internationally, could disrupt our operations in our headquarters, any of our offices, or the operations of one or more of our third-party logistics providers. In particular, these types of events could impact our supply chain, including the ability of third parties to manufacture and ship our products. In addition, these types of events could negatively impact customer spending in the impacted regions. To the extent any of these events occur, our business, financial condition, and results of operations could be adversely affected.

The requirements of being a public company may strain our resources, divert management’s attention, and affect our ability to attract and retain executive management and qualified board members.

As a public company we will incur significant legal, accounting, and other expenses that we did not incur as a private company. We will be subject to reporting requirements of the Securities Exchange Act of 1934, as amended (“Exchange Act”), the Sarbanes-Oxley Act of 2002 (“the Sarbanes-Oxley Act”), the rules and regulations of the SEC, Nasdaq listing standards, and other applicable securities rules and regulations. Compliance with these rules and regulations will likely strain our financial and management systems, internal controls, and employees.

The Exchange Act requires, among other things, that we file annual, quarterly, and current reports with respect to our business and results of operations. Moreover, the Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures, and internal control, over financial reporting. In order to maintain and, if required, improve our disclosure controls and procedures and internal control over financial reporting to meet this standard, significant resources and management oversight may be required. Effective internal control is necessary for us to produce reliable financial reports and is important to prevent fraud.

In addition, we will be required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act when we cease to be an emerging growth company. We expect to incur significant expenses and devote substantial management effort toward ensuring compliance with the auditor attestation requirements of SOX Section 404. As a result of the complexity involved in complying with the rules and regulations applicable to public companies, our management’s attention may be diverted from other business concerns, which could harm our business, results of operations, and financial condition. We may need to hire more employees in the future, or engage outside consultants, in order to assist us in complying with these requirements, which will increase our operating expenses.

We also expect that being a public company and complying with applicable rules and regulations will make it more expensive for us to obtain director and officer liability insurance, and we may be required to incur substantially higher costs to obtain and maintain the same or similar coverage. These factors could also make it more difficult for us to attract and retain qualified members of our board of directors and qualified executive officers.

If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. We base our estimates on historical experience and on various other assumptions that we believe to be reasonable under the circumstances, as provided in “Management’s Discussion and Analysis of Financial Condition and Results of Operations—Critical Accounting Policies and Estimates.” The results of these estimates form the basis for making judgments about the carrying

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values of assets and liabilities, stockholders’ equity/deficit, and the amount of revenue and expenses that are not readily apparent from other sources. Significant assumptions and estimates used in preparing our consolidated financial statements include those related to revenue related reserves, valuation of inventory, the recoverability and useful lives of long-lived assets, product warranty reserves, income taxes, valuation of the deferred tax asset valuation allowance, valuation of stock-based awards, and contingencies. Our results of operations may be adversely affected if our assumptions change or if actual circumstances differ from those in our assumptions, which could cause our results of operations to fall below the expectations of securities analysts and investors, resulting in a decline in the price of our common stock.

Our reported financial results may be negatively impacted by changes in GAAP.

GAAP is subject to interpretation by the Financial Accounting Standards Board (or the “FASB”), the Securities and Exchange Commission (the “SEC”) and various bodies formed to promulgate and interpret appropriate accounting principles. The FASB has in the past issued new or revised accounting standards that superseded existing guidance and significantly impacted the reporting of financial results. Any future change in GAAP principles or interpretations could also have a significant effect on our reported financial results and may even affect the reporting of transactions completed before the announcement or effectiveness of a change. It is difficult to predict the impact of future changes to accounting principles or our accounting policies, any of which could negatively affect our reported results of operations.

Our insurance may not provide adequate coverage against claims, which could adversely affect our business, financial condition, and results of operations.

Oura Ring and our membership offering may expose us to product liability claims, product safety claims, personal injury claims, and other claims, litigation, regulatory actions, and investigations relating to our products and services. We maintain insurance that we believe is customary for businesses of our size and type. However, there are types of losses we may incur that cannot or may not be insured against or that we believe are not economically reasonable to insure. Moreover, any loss incurred could exceed policy limits and policy payments made to us may not be made on a timely basis. In addition, some of our agreements with our suppliers, contract manufacturers, and other third parties may not indemnify us for liabilities arising out of the components, materials, services, or other items they provide, or such counterparties may not have sufficient resources or insurance to satisfy their indemnity and defense obligations. Any of the foregoing could adversely affect our business, financial condition, and results of operations.

If we fail to establish and maintain effective internal control over financial reporting, our ability to produce timely and accurate financial statements could be impaired, which may adversely affect investor confidence in our company and, as a result, the value of our common stock.

As a public company, we will be subject to the reporting requirements of the Exchange Act, the Sarbanes-Oxley Act, the rules and regulations of the SEC, and Nasdaq listing standards. We expect that the requirements of these rules and regulations will continue to increase our legal, accounting, and financial compliance costs, make some activities more difficult, time-consuming, and costly, and place significant strain on our personnel, systems, and resources.

The Sarbanes-Oxley Act requires, among other things, that we maintain effective disclosure controls and procedures and internal control over financial reporting. We will be required to make a formal assessment and provide an annual management report on the effectiveness of our internal control over financial reporting. We are continuing to develop and refine our disclosure controls and other procedures that are designed to ensure that information required to be disclosed by us in the reports that we will file with the SEC is recorded, processed, summarized, and reported within the time

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periods specified in SEC rules and forms and that information required to be disclosed in reports under the Exchange Act is accumulated and communicated to our principal executive and financial officers. We are also continuing to improve our internal control over financial reporting. In order to maintain and improve the effectiveness of our disclosure controls and procedures and internal control over financial reporting, we have expended, and anticipate that we will continue to expend, significant resources, including accounting-related costs and significant management oversight.

Our current controls and any new controls that we develop may become inadequate because of changes in conditions in our business. Further, weaknesses in our disclosure controls and internal control over financial reporting may be discovered in the future. Any failure to develop or maintain effective controls, or any difficulties encountered in their implementation or improvement, could harm our results of operations or cause us to fail to meet our reporting obligations and may result in a restatement of our financial statements for prior periods. Any failure to implement and maintain effective internal control over financial reporting also could adversely affect the results of periodic management evaluations and annual independent registered public accounting firm attestation reports regarding the effectiveness of our internal control over financial reporting that we will eventually be required to include in our periodic reports that will be filed with the SEC. Ineffective disclosure controls and procedures and internal control over financial reporting could also cause investors to lose confidence in our reported financial and other information, which would likely have a negative effect on the trading price of our common stock. In addition, if we are unable to continue to meet these requirements, we may not be able to remain listed on Nasdaq. We are not currently required to comply with the SEC rules that implement SOX Section 404 and are therefore not required to make a formal assessment of the effectiveness of our internal control over financial reporting for that purpose. As a public company, we will be required to provide an annual management report on the effectiveness of our internal control over financial reporting commencing with our second annual report on Form 10-K.

Our independent registered public accounting firm is not required to formally attest to the effectiveness of our internal control over financial reporting until after we are no longer an “emerging growth company” as defined in the JOBS Act. At such time, our independent registered public accounting firm may issue a report that is adverse in the event it is not satisfied with the level at which our internal control over financial reporting is documented, designed, or operating. Any failure to maintain effective disclosure controls and internal control over financial reporting could have an adverse effect on our business and results of operations and could cause a decline in the price of our common stock.

We are an emerging growth company, and any decision on our part to comply only with certain reduced reporting and disclosure requirements applicable to emerging growth companies could make our common stock less attractive to investors.

We are an “emerging growth company” within the meaning of the Securities Act, as modified by the JOBS Act, and we may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the auditor attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced disclosure obligations regarding executive compensation in our periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and stockholder approval of any golden parachute payments not previously approved. As a result, our stockholders may not have access to certain information they may deem important. We could be an emerging growth company for up to five years or the earlier of (i) the last day of the fiscal year in which we have total annual gross revenue of $1.235 billion or more, (ii) the date on which we have issued more than $1.0 billion in non-convertible debt during the previous three years, or (iii) the date on which we are deemed to be a large accelerated filer under the rules of the SEC. We cannot predict whether investors will find our securities less attractive because we will rely on these exemptions. If some investors find our securities less attractive as a result of our reliance

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on these exemptions, the trading prices of our securities may be lower than they otherwise would be, there may be a less active trading market for our securities, and the trading prices of our securities may be more volatile.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class or series of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to non-emerging growth companies but any such election to opt out is irrevocable. We have elected not to opt out of such extended transition period, which means that when a standard is issued or revised and it has different application dates for public or private companies, we, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make it difficult or impossible to compare our financial results with the financial results of another public company that is either not an emerging growth company or is an emerging growth company that has chosen not to take advantage of the extended transition period exemptions because of the potential differences in accounting standards used.

We will incur increased costs as a result of operating as a public company, and our management will be required to devote substantial time to support compliance with our public company responsibilities and corporate governance practices.

As a public company, we will incur significant finance, legal, accounting, and other expenses, including director and officer liability insurance, that we did not incur as a private company, and which we expect to further increase after we are no longer an “emerging growth company.” The Sarbanes-Oxley Act, the Dodd-Frank Act, stock exchange listing requirements, and other applicable securities rules and regulations impose various requirements on public companies in the United States. Our management and other personnel are expected to devote a substantial amount of time to support compliance with these requirements. Moreover, these rules and regulations will increase our legal and financial compliance costs and will make some activities more time-consuming and costly. We cannot predict or estimate the amount of additional costs we will incur as a public company or the specific timing of such costs.

The estimates of market opportunity and forecasts of market growth included in this prospectus may prove to be inaccurate, and even if the markets in which we compete achieve the forecasted growth, our business may not grow at similar rates, or at all.

Market opportunity estimates and growth forecasts included in this prospectus are subject to significant uncertainty and are based on assumptions and estimates which may not prove to be accurate, including third-party market research and internal estimates. The estimates and forecasts included in this prospectus relating to size and expected growth of our target markets, as well as our assumptions incorporated in such estimates and forecasts, may prove to be inaccurate. While we believe the information on which we base our market opportunity estimates and forecasts is generally reliable, such information is inherently imprecise. Furthermore, even if the markets in which we compete meet the size estimates and growth forecasts included in this prospectus, our business may not grow at similar rates, or at all. Our growth is subject to many factors, including our success in implementing our business strategy, which is subject to many risks and uncertainties, including those described herein. If our market opportunity estimates or growth forecasts prove to be inaccurate, our future growth opportunities may be limited and there could be an adverse effect on our prospects, business, financial condition, and results of operations.

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This prospectus contains forward-looking statements. All statements other than statements of historical facts contained in this prospectus may be forward-looking statements. Statements regarding our future results of operations and financial position, business strategy and plans and objectives of management for future operations, including, among others, statements regarding this offering and our expected growth, future capital expenditures, and debt service obligations, are forward-looking statements. In some cases, you can identify forward-looking statements by terms such as “anticipate,” “believe,” “contemplate,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “target,” “will,” or “would,” or the negative of these terms or other similar expressions. Forward-looking statements contained in this prospectus include, but are not limited to statements about:

The forward-looking statements in this prospectus are only predictions. We have based these forward-looking statements largely on our current expectations and projections about future events and financial trends that we believe may affect our business, financial condition, and results of operations. Forward-looking statements involve known and unknown risks, uncertainties and other important factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. We believe that these factors include, but are not limited to, the factors set forth under “Risk Factors.” Because forward-looking statements are inherently subject to risks and uncertainties,

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some of which cannot be predicted or quantified, you should not rely on these forward-looking statements as predictions of future events. The events and circumstances reflected in our forward-looking statements may not be achieved or occur and actual results could differ materially from those projected in the forward-looking statements.

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

You should read this prospectus and the documents that we reference in this prospectus and have filed as exhibits to the registration statement of which this prospectus forms a part with the understanding that our actual future results, levels of activity, performance and achievements may be materially different from what we expect. We qualify all of our forward-looking statements by these cautionary statements.

These forward-looking statements speak only as of the date of this prospectus. Except as required by applicable law, we do not plan to publicly update or revise any forward-looking statements contained in this prospectus after we distribute this prospectus, whether as a result of any new information, future events or otherwise.

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USE OF PROCEEDS

We estimate that the net proceeds from our sale of       shares of common stock in this offering will be approximately $      million, based on an assumed initial public offering price of $      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 will not receive any proceeds from the sale of our common stock by the selling stockholders in this offering, including any proceeds from the sale of our common stock that such selling stockholders may sell pursuant to the underwriters’ option to purchase additional shares of our common stock.

Each $1.00 increase (decrease) in the assumed initial public offering price of $      per share would increase (decrease) the net proceeds to us from this offering by approximately $      million, assuming the number of shares of common stock offered by us remains the same and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of shares of common stock offered by us would increase (decrease) our net proceeds from this offering by approximately $      million, assuming no change in the assumed initial public offering price per share and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

The principal purposes of this offering are to increase our capitalization and financial flexibility, create a public market for our common stock, and enable access to the public equity markets for us and our stockholders. As of the date of this prospectus, we have no specific plan for any significant portion of the net proceeds from this offering. However, we intend to use the net proceeds from this offering for general corporate purposes, including technology development, working capital, operating expenses, and capital expenditures.

We intend to use approximately $      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 $      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      %. We may also use a portion of our net proceeds to acquire or invest in products, technologies, or businesses that are complementary to our business, although we do not have agreements or commitments for any material acquisitions or investments at this time.

We will have broad discretion over the uses of the net proceeds from this offering. The expected use of net proceeds from this offering represents our intentions based upon our present plans and business conditions. We cannot predict with certainty all of the particular uses for the proceeds of this offering or the amounts that we will actually spend on the uses set forth above. The timing and amount of our actual expenditures will be based on many factors, including cash flows from operations and the anticipated growth of our business. Pending the uses described above, we plan to invest the net proceeds in a variety of capital preservation investments, including short-term interest-bearing investment-grade securities, certificates of deposit, or government securities. Investors will be relying on the judgment of our management regarding the application of the net proceeds from this offering.

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DIVIDEND POLICY

We 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. Any future determination to declare cash dividends will be made at the discretion of our board of directors, subject to applicable laws, and will depend on a number of factors, including our financial condition, results of operations, capital requirements, contractual restrictions, general business conditions, and other factors that our board of directors may deem relevant. In addition, our ability to pay dividends is currently restricted by the terms of our Revolving Credit Facility and may also be further restricted by the terms of any future credit agreement or any future debt or preferred equity securities issued by us or our subsidiaries. As we are a holding company that transacts a majority of our business through operating subsidiaries, our ability to pay dividends to stockholders is also largely dependent on receipt of dividends and other distributions from our subsidiaries. See “Risk Factors—Risks Related to This Offering and Ownership of Our Common Stock—We do not currently intend to pay dividends for the foreseeable future.” For additional information regarding our Revolving Credit Facility, see “Description of Certain Indebtedness.”

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CAPITALIZATION

The following table sets forth the cash and cash equivalents and our capitalization as of June 30, 2026 on:

The pro forma and pro forma as adjusted information below is illustrative only. Our capitalization following the completion of this offering will be adjusted based on the actual initial public offering price and other terms of this offering determined at pricing. You should read this table in conjunction with the information contained in “Use of Proceeds” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” as well as our consolidated financial statements and the notes thereto included elsewhere in this prospectus.

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DILUTION

If you invest in our common stock in this offering, your ownership interest will be immediately diluted to the extent of the difference between the initial public offering price per share of our common stock and the pro forma as adjusted net tangible book value per share of our common stock immediately after this offering.

Net tangible book value per share is determined by dividing our total tangible assets less our total liabilities by the number of shares of our common stock outstanding. Our historical net tangible book value (deficit) as of June 30, 2026 was approximately $     million, or $     per share. Our pro forma net tangible book value as of June 30, 2026 was $     million, or $     per share, based on the total number of shares of our common stock outstanding as of June 30, 2026, after giving effect to (i) the Preferred Stock Conversion, (ii) the SAFE Conversion, and (iii) the RSU Net Settlement, in each case as if such event had occurred on June 30, 2026.

After giving further effect to receipt of the net proceeds of our sale of      shares of common stock in this offering at an assumed initial public offering price of $     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, our pro forma as adjusted net tangible book value as of June 30, 2026 would have been approximately $     million, or $     per share. This represents an immediate increase in pro forma as adjusted net tangible book value of $     per share to our existing stockholders and an immediate dilution of $     per share to investors purchasing common stock in this offering.

The following table illustrates this per share dilution to new investors purchasing shares in this offering:

Each $1.00 increase (decrease) in the assumed initial public offering price of $     per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) the pro forma as adjusted net tangible book value, by $     per share and the dilution per share to new investors by $     per share, assuming the number of shares of common stock offered by us, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us. Similarly, each increase (decrease) of 1,000,000 shares in the number of shares of common stock we are offering would increase (decrease) our pro forma as adjusted net tangible book value by approximately $     million, or $     per share, and the pro forma dilution per share to investors in this offering by $     per share, assuming that the assumed initial public offering price remains the same, and after deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us.

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The following table summarizes, as of June 30, 2026, on the pro forma basis described above, the number of shares of our common stock, the total consideration, and the average price per share (i) paid to us by our existing stockholders and (ii) to be paid by new investors participating in this offering at an assumed initial public offering price of $     per share, which is the midpoint of the price range set forth on the cover page of this prospectus, before deducting estimated underwriting discounts and commissions and estimated offering expenses payable by us:

The presentation in this table regarding ownership by existing stockholders does not give effect to any purchases that existing stockholders may make through our directed share program or otherwise in this offering.

Each $1.00 increase (decrease) in the assumed initial public offering price of $     per share, which is the midpoint of the price range set forth on the cover page of this prospectus, would increase (decrease) total consideration paid by new investors by $     million and increase (decrease) the percent of total consideration paid by new investors by     %, assuming the number of shares of common stock we are offering, as set forth on the cover page of this prospectus, remains the same, and after deducting estimated underwriting discounts and commissions. Similarly, each increase (decrease) of 1,000,000 in the number of shares of common stock offered by us would increase (decrease) total consideration paid by new investors by $     million, assuming that the assumed initial price to the public remains the same, and after deducting estimated underwriting discounts and commissions.

In addition, if the underwriters exercise their option to purchase up to      additional shares of common stock from the selling stockholders in full, the number of shares held by new investors will increase to approximately      shares of our common stock, or approximately     % of the total number of shares of our common stock outstanding after this offering.

The number of shares of our common stock to be outstanding after this offering is based on      shares of our common stock as of June 30, 2026, after giving effect to (i) the Preferred Stock Conversion, (ii) the SAFE Conversion, and (iii) the RSU Net Settlement. Such number excludes:

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To the extent any options are granted and exercised in the future, there may be additional economic dilution to new investors.

In addition, we may choose to raise additional capital due to market conditions or strategic considerations, even if we believe we have sufficient funds for our current or future operating plans. To the extent that we raise additional capital through the sale of equity, as common stock, or other securities that are convertible into our common stock, such as convertible debt securities, the issuance of these securities could result in further dilution to our stockholders.

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MANAGEMENT’S DISCUSSION AND ANALYSIS OF

FINANCIAL CONDITION AND RESULTS OF OPERATIONS

You should read the following discussion and analysis of our financial condition and results of operations together with our consolidated financial statements and related notes included elsewhere in this prospectus. This discussion contains forward-looking statements based upon current expectations that involve risks and uncertainties. Our actual results may differ materially from those anticipated in these forward-looking statements as a result of various factors, including those set forth under the section titled “Risk Factors” or in other parts of this prospectus. See also “Cautionary Note Regarding Forward-Looking Statements.” Our historical results are not necessarily indicative of the results that may be expected for any period in the future. All references to fiscal 2025 and fiscal 2024 refer to our fiscal years ended September 30, 2025 and 2024, respectively.

Overview

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. In the third quarter of fiscal 2026, Paid Members wore Oura Ring for a median of approximately 23 hours per day, enabling continuous data capture that can help our members understand their bodies, recognize patterns early, and act with greater intention and precision. Health is personal, and members come to Oura at different stages of their journey—whether building habits to support sustainable weight loss, tracking response to treatment, optimizing training and recovery, or monitoring heart health for longevity. Many arrive with a specific need but expand their use over time as their priorities evolve. Oura is not a point solution for one season of life—it is a long-term health companion that links each health chapter into a unified, longitudinal experience, carrying forward what it has learned and building deeper trust over time.

Our platform is anchored by Oura Ring, the world’s smallest smart ring. Our patented hardware is purpose-built to leverage the finger’s unique physiology and advanced sensors to deliver continuous, high-fidelity biometric data. Oura Ring lives at the intersection of wearability and capability, and is engineered for comfort and everyday wear, integrating naturally into daily life. Backed by more than a decade of research and clinical validation, Oura follows a science-first approach to product development, with Oura Ring achieving industry-leading accuracy of approximately 99% for heart rate, 98% for heart rate variability, 96% for ovulation tracking, and 96% for sleep accuracy. Since our founding in 2013, we have amassed a proprietary dataset comprising nearly 42 billion hours of longitudinal biometric data as of June 30, 2026, spanning heart rate, heart rate variability, respiration rate, body temperature, sleep stages, menstrual cycles, and activity.

We operate at the intersection of three structural shifts: the move from reactive care to proactive, continuous health management; increasing consumer ownership of health decisions and spend; and advances in AI and wearable technology that enable personalized, predictive insights in real time. We believe we are in the early innings of addressing a large and expanding market opportunity that begins with wearables and extends into preventative healthcare. Oura represented approximately 2% of annual global wearable shipments in the 12 months ended June 30, 2026. We believe our health intelligence platform positions us to address a broader preventative health opportunity representing over $90 billion of serviceable addressable spend, as healthcare investment shifts toward proactive, personalized care. Longer-term, we believe our platform can support meaningfully larger populations as we continue to expand access, build clinical evidence, and deepen integrations with health plans, employers, and care providers.

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Our revenue growth significantly accelerated as we launched new generations of rings and features, expanded our distribution with our omnichannel strategy, and increased the accessibility of our offering. These developments have increased our scale, growth and profitability:

Our Business Model

We operate an integrated hardware-plus-software subscription business model designed to efficiently acquire members, deepen engagement, and expand member lifetime value. Our hardware, Oura Ring, anchors our platform and drives adoption of our membership, which delivers personalized health insights and recommendations through the Oura App. The initial ring purchase establishes the member relationship, and approximately 94% of activations convert to a paid membership. As a result, growth in Paid Members has largely scaled with Rings Sold, reinforcing the efficiency of our model. We are driving strong member retention; our Weighted-Average 12-Month Paid Member Retention was approximately 85% as of June 30, 2026. Together, our hardware and subscription offering create an integrated business model that combines attractive upfront unit economics with high margin recurring revenue and allows us to invest in product innovation that strengthens our competitive advantage.

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Core Principles of Our Financial Model

Grow Oura Rings Sold

Our business depends on our ability to grow Rings Sold to both new and existing members. We drive growth in Rings Sold through product innovation and increased brand awareness, with channel diversification and geographic expansion amplifying reach, and expanded purchasing access supporting conversion at the point of sale. We grew Rings Sold from 1.8 million to 3.1 million for the nine months ended June 30, 2025 and 2026, respectively, representing 75% year-over-year growth. We grew Rings Sold from 1.0 million in fiscal 2024 to 2.3 million in fiscal 2025, representing 131% year-over-year growth. Based on IDC’s estimate of approximately 212 million wearable devices sold globally in the last year, as of June 30, 2026, we represent approximately 2% of the global market,

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highlighting a substantial opportunity to both increase our share and expand the market as adoption of health-focused wearables grows.

Our product innovation strategy expands the addressable market of our platform and strengthens our value proposition, supporting both hardware adoption and an expanding repeat purchase cycle. We invest in next-generation sensing technology to improve accuracy and expand use cases; custom components developed in partnership with suppliers; design enhancements that improve durability, comfort, and wearability and that support near-continuous usage across a broad range of lifestyle and health needs. As successive generations introduce new capabilities, Oura Ring becomes increasingly compelling for first-time buyers and existing members considering a repeat purchase. We are in the early stages of a multi-generation repeat purchase cycle that we expect to become a driver of Rings Sold over time. Repeat purchases accounted for 11% of Rings Sold for the nine months ended June 30, 2026, compared to 9% in fiscal 2025 and 5% in fiscal 2024. As our member cohorts progress through their ownership lifecycle, members are increasingly upgrading and purchasing additional rings, with our fiscal 2023 cohort having purchased over 30% more rings since initial activation through June 30, 2026. We define a repeat purchase as a new ring activation by an existing member who has previously activated a prior Oura Ring on the same Oura account. We do not currently operate a formal trade-in or repeat purchaser discount program. The timing of new product introductions can also contribute to quarterly revenue variability; see “—Seasonality and Revenue Variability.”

We price Oura Ring to reflect the value delivered across different models, generations, and finishes, supporting attractive unit economics while maintaining accessibility for a broad range of consumers globally. Oura Ring 5, which launched on June 4, 2026, was offered at starting manufacturer’s suggested retail prices (“MSRPs”) ranging from $399 to $499, compared to starting MSRPs that ranged from $349 to $499 and $299 to $549 for the prior-generation Oura Ring 4 and Oura Ring 3, respectively. Our average RPU, which was $311 for the nine months ended June 30, 2026 compared to $326 in fiscal 2025 and $332 in fiscal 2024, reflects a mix of channels, product generations, partnership structures, and promotions, including certain discounts and sales incentives that reduce a portion of the revenue we recognize for those sales. As we introduce future generations of Oura Ring, changes in MSRPs, product mix, and channel mix may cause RPU to fluctuate from period to period. We support growth in Rings Sold by expanding access and affordability through strategic partnerships, without changing list pricing. For example, in the United States, HSA and FSA eligibility allows consumers to purchase Oura Ring and membership using pre-tax dollars.

As our business has scaled, our go-to-market strategy has evolved from an initial focus on DTC distribution to an intentional omnichannel model that integrates DTC and select retail partners. We initially emphasized DTC distribution in the United States and select European markets to drive scale and build direct customer relationships. We subsequently expanded into retail distribution to increase brand visibility, support customer acquisition—particularly for first-time buyers—and extend geographic reach. Retail has played a critical role in supporting product discovery, in-store sizing convenience, and availability during periods of peak demand. We intend to continue distributing Oura Rings through an omnichannel strategy that includes our DTC channel and wholesale partners such as Amazon, Best Buy, Costco, Harrods, and Target. For the nine months ended June 30, 2026, approximately 49% of hardware revenue was generated through our retail channel. International expansion represents a natural next extension of this omnichannel model. We remain early in our international expansion efforts, with less than 20% of hardware revenue generated outside the United States for the nine months ended June 30, 2026. We evaluate new markets based on demonstrated demand signals and the availability of strong retail partners that can accelerate brand recognition and consumer reach. Once our brand is established in a given market, we expect our DTC channel to scale. While channel mix may vary by period, both channels play complementary roles in supporting growth. Regardless of the initial purchase channel for Oura Ring, Oura retains the direct relationship with members and the full economics of membership

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sales, as all members must activate their membership directly with Oura to access the full functionality of the product.

Grow and Retain Paid Members

A key driver of our financial performance is our ability to grow and retain Paid Members over time by delivering durable, compounding value through our health intelligence platform. Our subscription-based membership offering is not an “add-on” service but rather tightly integrated into our product offering and central to unlocking the full value of our hardware through personalized, longitudinal health insights. We demonstrate this value early in the member journey through an initial 30-day trial period, which allows consumers to experience the full breadth of our platform and has been an effective driver of conversion. Historically, over 94% of ring activations convert to Paid Members. As a result of this high conversion rate, growth in Paid Members has largely scaled with Rings Sold, reinforcing the efficiency of our integrated hardware-plus-software subscription model. We began monetizing our paid membership subscription in 2022. Paid Members have scaled from 1.5 million as of December 31, 2024 to 5.0 million as of June 30, 2026. Paid Member growth has exceeded 100% year-over-year for seven consecutive quarters through June 30, 2026.

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Member engagement and retention are key drivers of our recurring revenue and long-term financial performance. Our platform delivers actionable, personalized health insights that increase in relevance with continued use, resulting in high engagement and frequent usage. Nearly all Paid Members are monthly active users, and our DAU-to-MAU engagement of approximately 65% during the first three quarters of fiscal 2026 reflects Oura’s role as a high-value daily utility for its members. Our differentiated value proposition and high engagement translate into strong retention. As of June 30, 2026, our Weighted-Average 12-Month Paid Member Retention was approximately 85%. As we continue to increase the value of our membership offering, our Weighted-Average 12-Month Paid Member Retention has increased across successive cohorts, rising from approximately 81% in fiscal 2023 to approximately 85% in fiscal 2024 to 87% during the nine months ended June 30, 2025. Each successive cohort has increased in size, reflecting higher paid member adoption, with the aggregate size of the monthly cohorts during the nine months ended June 30, 2025 more than 2.5 times that of the monthly cohorts in fiscal 2023. These dynamics reflect the strengthening value proposition of our platform and support attractive member lifetime value and enhance the durability and predictability of our subscription revenue base.

Drive Efficient Growth in Rings Sold and Member Acquisition

Our financial performance depends on our ability to efficiently acquire new members. We benefit from a meaningful level of organic member acquisition, with approximately 40% of new members acquired organically during the nine months ended June 30, 2026. Organic demand is driven by strong product performance, continued innovation, and trust in our brand, resulting in members actively sharing their experiences with others, including our refer-a-friend program and gifting rings for spouses and other family members across generations. We have observed a strong network effect in which satisfied members contribute to new member growth, cementing customer satisfaction as a core tenet of our customer acquisition strategy. Hardware gross profit offsets our customer acquisition costs, providing immediate payback, while subsequent conversion to paid membership contributes high incremental margin and increased member lifetime value over time as members retain at attractive rates.

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Drive Membership Revenue

Since introducing our membership offering in 2021, we have maintained consistent pricing while continuing to invest in product enhancements and launching new features and integrations every quarter, increasing the value delivered to members over time. As member value continues to expand, we expect to have opportunities to evolve pricing and packaging over the long term in a manner aligned with delivered value, while preserving high retention and satisfaction.

Optimize Costs to Drive Profitability

Our profitability depends on our ability to drive cost efficiency across both cost of revenue and operating expenses as the business scales.

Cost of revenue includes bill of material costs, logistics and overhead, warranty expense, hosting, and membership support costs. Through disciplined design, sourcing, and manufacturing processes, including negotiated volume discounts, dual sourcing for more competitive pricing and lower-cost manufacturing locations, we have achieved manufacturing cost efficiencies and expect further optimization as scale increases. We are also investing in AI to manage our membership support costs, which has streamlined our ability to deliver best-in-class customer service, despite increased operational complexity with the introduction of new product lines and repeat purchase motions. In the first nine months ended June 30, 2026 and 2025, overall gross margins were impacted by elevated warranty reserves related to battery performance issues affecting certain cohorts of Oura Ring 4 devices. We deployed AI-enabled diagnostics and support tools to streamline this warranty resolution and member servicing, improving efficiency while maintaining high levels of retention and customer satisfaction. While warranty costs may continue to introduce near-term variability in gross margins, we view these impacts as attributable to backward-looking design, manufacturing and supplier dynamics. We continue to invest in testing, quality assurance, and supply-chain optimization to mitigate future warranty expense across current and future product generations.

We have also demonstrated operating leverage as the business has scaled, although operating expenses as a percentage of revenue may vary from period to period as we continue to invest in strategic growth initiatives. Operating expenses declined from 62% of revenue in fiscal 2024 to 47% in fiscal 2025 and were 49% of revenue for the nine months ended June 30, 2026. Our operating leverage has been driven by scale efficiencies, automation, and process improvements across marketing operations, research and development and overhead functions. As revenue grows, we expect to continue benefiting from these efficiencies while selectively reinvesting in opportunities that strengthen our platform, expand our market opportunity, and drive durable long-term growth.

Seasonality and Revenue Variability

Our business is subject to seasonality and quarterly revenue variability, which we expect to persist as we continue to scale.

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As our product portfolio, member base, and distribution channels continue to expand, we expect quarterly results to remain subject to both seasonal concentration and period-to-period variability driven by the factors described above. Investors should not rely on any single quarter’s results as indicative of expected performance in subsequent periods.

Key Operating Metrics and Non-GAAP Financial Measures

We regularly review a number of key operating metrics and non-GAAP financial measures to evaluate and manage our business, measure our performance, identify trends affecting our business, formulate business plans, and make strategic decisions. The measures set forth below should be considered in addition to, not as a substitute for or in isolation from, our financial results prepared in accordance with generally accepted accounting principles in the United States (“GAAP”). Rings Sold and Paid Members are operating metrics that help inform management about the underlying growth of our business and the monetization of our products and membership offerings. Adjusted EBITDA and Adjusted EBITDA margin are non-GAAP financial measures that we use to evaluate our operating performance. Other companies, including companies in our industry, may calculate these measures differently or not at all, which reduces their usefulness as comparative measures.

Operating Metrics

Rings Sold

We define Rings Sold as the number of Oura Rings shipped and recognized as hardware revenue in a given period. Rings Sold is presented net of returns, warranty replacements, and certain web sales exchanges, and excludes units for which revenue recognition has been deferred.

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Paid Members

We define Paid Members as the number of members as of the end of the applicable period who have activated our paid membership service and for whom a valid payment method has been provided, excluding members in an initial free trial period. Paid Members include members in a grace period of up to 28 days following a failed payment and members receiving limited periods of free membership as a concession. Voluntary cancellations generally take effect at the end of the prepaid membership period, while involuntary cancellations generally take effect at the end of the applicable grace period.

Non-GAAP Financial Measures

To supplement our consolidated financial statements, which are prepared and presented in accordance with GAAP, we use Adjusted EBITDA and Adjusted EBITDA margin to evaluate our operating performance, develop financial plans and forecasts, and make strategic decisions. We believe these non-GAAP financial measures provide useful supplemental information to investors and others by helping facilitate period-to-period comparisons of our operating performance and by providing greater transparency regarding key measures used by management to evaluate our business.

These non-GAAP financial measures are presented for supplemental informational purposes only and should not be considered in isolation or as a substitute for financial information prepared and presented in accordance with GAAP. In addition, these measures may differ from other similarly titled non-GAAP financial measures used by other companies and therefore may not be comparable to similarly titled measures of other companies. Investors are encouraged to review the related GAAP financial measures and the reconciliations of these non-GAAP financial measures to their most directly comparable GAAP financial measures, as well as our consolidated financial statements and the related notes thereto included elsewhere in this prospectus.

We exclude certain items from our non-GAAP financial measures that we do not believe are indicative of our core operating performance because they either do not arise in the ordinary course of our business or are not reflective of our underlying operating performance. We believe these adjustments enhance the comparability of our results from period-to-period and provide investors with useful additional insight into trends in our operating performance.

Adjusted EBITDA and Adjusted EBITDA Margin

We define Adjusted EBITDA as net income adjusted to exclude (i) provision for income taxes, (ii) interest expense, (iii) depreciation and amortization, (iv) share-based compensation, and (v) other non-cash or non-routine items that are not reflective of our ongoing operational results, which currently primarily includes other income (expense), net and loss on extinguishment of debt. We define Adjusted EBITDA margin as Adjusted EBITDA divided by revenue.

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The following table presents a reconciliation of net income and net income margin, the most directly comparable financial measures stated in accordance with GAAP, to Adjusted EBITDA and Adjusted EBITDA margin, respectively, for each of the periods presented:

Components of Results of Operations

Revenue

We generate revenue from two primary sources: sales of our hardware products (primarily Oura Ring) and from paid membership subscriptions that provide access to additional features and functionality through our companion application.

Hardware

Hardware revenue consists of sales of our hardware products, primarily Oura Ring and related accessories. Hardware revenue is generally recognized at time of delivery, and is recorded net of returns, discounts, sales incentives, and amounts collected from customers on behalf of taxing authorities.

Membership

Membership revenue consists of fees from paid membership subscriptions that provide access to additional features and functionality through our Oura App. We offer membership subscriptions on a monthly or annual basis. Membership revenue is recognized ratably over the subscription term as the related services are provided.

Cost of Revenue and Gross Profit

Cost of revenue consists primarily of product costs, cloud computing, hosting, and data infrastructure costs, personnel-related costs associated with customer support and supply chain logistics, including share-based compensation, depreciation and amortization, and certain allocated costs. Product costs include manufacturing and materials, shipping and fulfillment costs, warranty costs, inventory write-downs, and other return-related costs.

Gross profit represents total revenue less total cost of revenue.

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Sales and Marketing

Sales and marketing expenses consist primarily of advertising, brand marketing, and other promotional costs for our products and membership services, personnel-related costs for sales and marketing employees, including sales commissions, third-party professional fees, payment processing fees, amortization of certain intangible assets, and other selling-related expenses.

Research and Development

Research and development expenses consist primarily of personnel-related costs, materials and prototype costs, third-party professional fees, and allocated overhead.

General and Administrative

General and administrative expenses consist primarily of costs related to our executive, finance, legal, human resources, information technology, and other administrative functions, including personnel-related costs, such as share-based compensation, third-party professional fees, software subscription costs, facilities-related costs, depreciation and amortization, and other general costs necessary to operate our corporate functions.

We expect general and administrative expenses to increase in absolute dollars as a result of operating as a public company, including expenses to comply with the rules and regulations applicable to companies listed on a national securities exchange, expenses related to compliance and reporting obligations pursuant to the rules and regulations of the SEC and Nasdaq listing standards, as well as higher expenses for corporate insurance, director and officer insurance, investor relations, and professional services.

Interest Expense

Interest expense consists primarily of interest incurred on borrowings under our debt arrangements, amortization of debt issuance costs, and other financing-related costs.

Loss on Extinguishment of Debt

Loss on extinguishment of debt reflects the loss recognized in connection with the write off of deferred financing costs associated with the amendment of the Revolving Credit Facility in June 2026 and the full repayment of a debt arrangement during fiscal 2025.

Other Income (Expense), Net

Other income (expense), net consists primarily of foreign currency gains and losses, changes in the fair value of financial instruments, interest income, and other non-operating items.

Provision for Income Taxes

Provision for income taxes is based on our income, statutory tax rates, and tax planning opportunities available in the various jurisdictions in which we operate. We are subject to income taxes in Finland, the United States, and the United Kingdom. Following our redomiciliation from Finland to the United States on March 31, 2026, the United States became our primary domestic tax jurisdiction, while for fiscal 2025 and fiscal 2024, Finland was our primary domestic tax jurisdiction. Our effective tax rate may differ from the applicable U.S. and Finnish statutory rates due to the impact of income earned in jurisdictions with different tax rates, changes in valuation allowances, tax credits, uncertain tax positions, and other discrete items.

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We assess the realizability of our deferred tax assets each reporting period and valuation allowances are established if, based upon the weight of available evidence, management determines it is “more likely than not” that some portion or all of the deferred tax asset will not be realized.

Results of Operations

The following table sets forth our consolidated statements of operations data for the periods indicated:

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The following table sets forth our consolidated statements of operations data expressed as a percentage of revenue for the periods indicated: