Teladoc Health, Inc.
For the period ended Mar 31, 2026. Filed Apr 30, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Mar 31, 2026 · Filed Apr 30, 2026
TDOC$8.77-6.8%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2025-09-30; filed 2025-10-30.
0001477449-25-000120
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-03-31; filed 2026-04-30.
0001477449-26-000028
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 93 previous paragraphs and 93 current paragraphs.
40 unchanged; 37 reworded; 15 added; 12 removed; 4 previous and 1 current paragraphs rearranged.
Tables are not compared: 12 previous and 8 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (15)
Current report
Our mission is to empower all people everywhere to live their healthiest lives by transforming the healthcare experience. Today, we are transforming virtual care into a catalyst for how better health happens around the world. We connect patients, care providers, healthcare platforms and partners to provide more complete and personalized care. Through our unique technology, breadth of services and depth of clinical expertise, we are delivering and orchestrating care in order to improve health outcomes and reduce healthcare costs around the world.
Current report
As of March 31, 2026, goodwill was $283.2 million, which all related to the BetterHelp segment. During the three months ended March 31, 2026, our market capitalization remained below the Company’s carrying or book value. While this factor is considered in our assessment of potential impairment indicators, we did not identify any additional events or changes in circumstances that would indicate it is more likely than not that the fair value of the BetterHelp reporting unit is below its carrying value. As a result, no interim impairment test was required. We will continue to monitor and evaluate events and circumstances, including a sustained decrease in our share price, and should any change, it could require further testing of the goodwill, which may result in an impairment of the BetterHelp reporting unit's goodwill.
Current report
Revenue.
Current report
General and Administrative Expenses. General and administrative expenses decreased $10.7 million, or 9%, to $102.1 million for the three months ended March 31, 2026, compared to $112.8 million for the three months ended March 31, 2025. The decrease was primarily driven by lower employee compensation costs, professional fees, occupancy costs, and travel costs, partially offset by higher indirect taxes.
Current report
As a result of our review of the business to drive further efficiency, better align resources, and improve profitability, we continue to expect to incur pre-tax restructuring costs under our plan in the range of $15.0 million to
Current report
$20.0 million for the year ending December 31, 2026. The charges will primarily relate to employee transition, severance, employee benefits, and other costs, including costs associated with office space reductions.
Current report
Amortization of intangible assets was $89.8 million for the three months ended March 31, 2026, compared to $84.3 million for the three months ended March 31, 2025, an increase of $5.5 million, or 7%. The increase was primarily driven by higher amortization associated with the strategy to transition the remainder of our chronic condition management Clients and members to the Teladoc Health brand by December 31, 2026.
Current report
Depreciation of Property and Equipment. Depreciation of property and equipment was $2.5 million for the three months ended March 31, 2026, compared to $3.6 million for the three months ended March 31, 2025, a decrease of $1.1 million, or 31%.
Current report
Integrated Care advertising and marketing, exclusive of stock-based compensation, increased by $0.2 million, or 1%, to $33.9 million for the three months ended March 31, 2026, primarily reflecting higher digital and media advertising costs and professional fees, partially offset by lower employee compensation costs.
Current report
Integrated Care other segment expenses decreased by $5.0 million to $169.4 million for the three months ended March 31, 2026. The decrease was primarily driven by lower employee compensation costs, legal costs, professional fees, and infrastructure, hosting and software license costs, partially offset by higher commissions and indirect taxes.
Current report
n/a - not applicable
Current report
BetterHelp total revenue decreased by $21.5 million, or 9%, to $218.4 million for the three months ended March 31, 2026, driven by a 9% decrease in average monthly paying users. The acquisition of Uplift increased BetterHelp total revenue by approximately 6 percentage points. Within BetterHelp, Consumer and Other primarily includes revenue from BetterHelp Paying Users that pay for services directly out-of-pocket while Insurance Covered Services reflects revenue from BetterHelp Paying Users that utilize insurance coverage to pay for services, which includes any copayments.
Current report
BetterHelp other segment expenses increased by $4.5 million, or 13%, to $38.5 million for the three months ended March 31, 2026. The increase was primarily driven by higher employee compensation costs and professional fees.
Current report
In addition, from time to time, we may evaluate and pursue strategic transactions, including acquisitions or dispositions. The timing, size, scope, and structure of any such transactions are inherently uncertain, and we cannot predict whether any transaction will be pursued or consummated. Any strategic transaction we pursue may involve substantial cash expenditures, indebtedness, equity issuance, contingent consideration, or other financing arrangements, as well as transaction costs. Dispositions could reduce future revenues and cash flows associated with the disposed assets and may result in gains or losses on sale, impairment charges, or other accounting impacts. As a result, our future liquidity needs, capital resources, and results of operations could be affected by transaction-related activities, even if a contemplated transaction is not ultimately completed.
Current report
Free cash flow was an outflow of $26.3 million for the three months ended March 31, 2026, compared to an outflow of $15.7 million for the three months ended March 31, 2025.
Removed paragraphs (12)
Previous report
N/M - Not Meaningful
Previous report
N/M - Not Meaningful
Previous report
(1)Non-GAAP Financial Measure
Previous report
General and Administrative Expenses. General and administrative expenses decreased $11.7 million, or 10%, to $102.6 million for the three months ended September 30, 2025, compared to $114.2 million for the three months ended September 30, 2024. The decrease was primarily driven by lower employee compensation costs, legal costs, bad debt expenses, and professional fees, partially offset by higher indirect taxes. On a year-to-date basis, general and administrative expenses decreased by $12.0 million, or 4%, to $323.5 million, compared to $335.5 million in the prior year. This reflects lower employee compensation costs, bad debt expenses, legal costs, and credit card processing fees, offset by higher indirect taxes and software and infrastructure costs.
Previous report
We are currently evaluating a number of initiatives intended to improve our efficiency and competitiveness while responding to macroeconomic conditions and supporting our long-term growth objectives. These initiatives include, but are not limited to, optimizing operational costs and streamlining processes and branding. We are in the process of estimating charges associated with these initiatives and expect to begin recognizing any related charges in the three months ending December 31, 2025.
Previous report
Amortization of intangible assets was $85.8 million for the three months ended September 30, 2025, compared to $86.9 million for the three months ended September 30, 2024, a decrease of $1.1 million, or 1%. Amortization of intangible assets was $258.7 million for the nine months ended September 30, 2025, compared to $276.8 million for the nine months ended September 30, 2024, a decrease of $18.1 million, or 7%. The decrease for both periods was primarily driven by the lower amortization associated with the Livongo trademark, partially offset by an increase in the amortization of capitalized software development costs related to our investment in platforms.
Previous report
Depreciation of Property and Equipment. Depreciation of property and equipment was $2.6 million for the three months ended September 30, 2025, compared to $2.7 million for the three months ended September 30, 2024, a decrease of $0.1 million, or 2%. On a year-to-date basis, depreciation of property and equipment was $10.5 million for the nine months ended September 30, 2025, compared to $7.2 million for the nine months ended September 30, 2024, an increase of $3.3 million, or 46%.
Previous report
Integrated Care other segment expenses decreased by $3.4 million to $199.2 million for the three months ended September 30, 2025, and increased by $7.5 million to $615.0 million for the nine months ended September 30, 2025. The decrease for the three months ended September 30, 2025 was primarily driven by lower employee compensation costs, legal costs, and bad debt expense, partially offset by higher indirect taxes, digital marketing expenses, professional fees, and commissions. The increase for the nine months ended September 30, 2025 was primarily driven by higher indirect taxes, professional fees, digital marketing expenses, software and infrastructure costs, and commissions, partially offset by lower employee compensation, bad debt expenses, and legal costs.
Previous report
BetterHelp total revenue decreased by $19.9 million, or 8%, to $236.9 million for the three months ended September 30, 2025, and decreased by $73.7 million, or 9%, to $717.2 million for the nine months ended September 30, 2025, driven by a 4% decrease in average monthly paying users in the respective periods. The acquisition of Uplift increased BetterHelp total revenue for both the three months ended September 30, 2025 and the nine months ended September 30, 2025 by approximately 2 percentage points and 1 percentage point, respectively.
Previous report
BetterHelp other segment expenses increased by $3.5 million, or 11%, to $36.0 million for the three months ended September 30, 2025, and decreased by $0.5 million to $100.6 million for the nine months ended September 30, 2025. The increase for the three months ended September 30, 2025 was primarily driven by higher employee compensation and indirect taxes, partially offset by lower credit card processing fees and occupancy costs. The decrease for the nine months ended September 30, 2025 was primarily driven by lower indirect taxes, credit card processing fees, and occupancy costs, partially offset by higher employee compensation costs.
Previous report
Our principal source of liquidity is our cash and cash equivalents, totaling $726.2 million as of September 30, 2025. We anticipate continuing positive operating cash flows for 2025.
Previous report
Free cash flow was $113.5 million for the nine months ended September 30, 2025, compared to $113.4 million for the nine months ended September 30, 2024.
Reworded paragraphs (37)
Previous wording
Teladoc, Inc. was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health,” the “Company,” or “we.” In June 2025, the Company relocated its principal executive office from Purchase, New York to New York, New York. Teladoc Health is the global leader in virtual care focused on forging a new healthcare experience with better convenience, outcomes, and value around the world.
Current wording
Teladoc, Inc. was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health,” the “Company,” or “we.” In June 2025, the Company relocated its principal executive office from Purchase, New York to New York, New York. Teladoc Health is the global leader in virtual care.
Previous wording
We were founded on a simple, yet revolutionary idea: that everyone should have access to the best healthcare, anywhere in the world on their terms. Today, we have a vision of making virtual care the first step on any healthcare journey, and we are delivering on this mission by providing virtual care that includes primary care, mental health, chronic condition management, and more.
Current wording
More than 20 years ago, we were founded on a simple, yet revolutionary idea: that everyone should have access to the best healthcare, anywhere in the world on their terms.
Previous wording
The impact that the imposition of tariffs and changes to global trade policies will have on our consolidated results of operations is uncertain. We expect tariffs on goods imported into the U.S. from Canada, Mexico, and China, and other countries upon which tariffs may be imposed, to continue to be met with retaliatory tariffs from those countries which would impact our consolidated results of operations as we import components for assembling welcome kits, refill kits, and replacement components for our chronic care management solutions and virtual healthcare devices manufactured for sale or lease as part of our hosted virtual healthcare platform solution. The extent and duration of tariffs and the resulting impact on macroeconomic conditions and on our business are uncertain and may depend on various factors, including negotiations between the U.S. and affected countries, retaliation imposed by other countries, tariff exemptions, negative sentiment toward U.S. companies and products, and availability of lower cost inputs that may be sourced domestically or in other countries with no or lower tariffs. We will continue to evaluate the nature and extent of the impact to our business and consolidated results of operations. For further information, see “Risk Factors—We depend on a limited number of third-party suppliers for certain components of our medical devices, and the loss of any of these suppliers, or their inability to provide us with an adequate supply of materials, could harm our business,” and “—Our international operations pose certain political, legal and compliance, operational, regulatory, economic, and other risks to our business that may be different from or more significant than risks associated with our domestic operations, and our exposure to these risks is expected to increase” included in our 2024 Form 10-K.
Current wording
The impact that the imposition of tariffs and changes to global trade policies will have on our consolidated results of operations is uncertain. We expect tariffs on goods imported into the U.S. from Canada, Mexico, and China, and other countries upon which tariffs may be imposed, to continue to be met with retaliatory tariffs from those countries which would impact our consolidated results of operations as we import components for assembling welcome kits, refill kits, and replacement components for our chronic care management solutions and virtual care devices manufactured for sale or lease as part of our hosted virtual care platform solution. The extent and duration of tariffs and the resulting impact on macroeconomic conditions and on our business are uncertain and may depend on various factors, including negotiations between the U.S. and affected countries, retaliation imposed by other countries, tariff exemptions, negative sentiment toward U.S. companies and products, and availability of lower cost inputs that may be sourced domestically or in other countries with no or lower tariffs. We will continue to evaluate the nature and extent of the impact to our business and consolidated results of operations. For further information, see “Risk Factors—We depend on a limited number of third-party suppliers for certain components of our medical devices, and the loss of any of these suppliers, or their inability to provide us with an adequate supply of materials, could harm our business,” and “—Our international operations pose certain political, legal and compliance, operational, regulatory, economic, and other risks to our business that may be different from or more significant than risks associated with our domestic operations, and our exposure to these risks is expected to increase” included in our 2025 Form 10-K.
Previous wording
Number of U.S. Integrated Care Members. U.S. Integrated Care members represent the number of unique individuals who have paid access and visit fee only access to our suite of integrated care services in the U.S. at the end of the applicable period. Individuals who have paid access offer a greater margin than those who have visit fee only access and, over time, the mix of those who have paid access as compared to those who have visit fee only access has declined. Our revenue growth rate and long-term profitability are affected by our ability to increase cross selling capability among our existing members over time because we derive a substantial portion of our revenue from access and other fees via Client contracts that provide members access to the THMG Association professional provider network in exchange for a contractual based periodic fee. Therefore, we believe that our ability to add new members and retain existing members, and to increase utilization and penetration further into existing and new health plan and employer Clients is a key indicator of our increasing market adoption, the growth of our business, and our future revenue potential. We further believe that increasing our membership is an integral objective that will provide us with the ability to continually innovate our services and support initiatives that will enhance members’ experiences. However, certain health plans that have historically promoted our services to our employer Clients have developed, and may in the future continue to develop, solutions that replicate our services or offer competitive services at discounted prices to our current or prospective Clients, which could result in a loss of members. For further information, see “Risk Factors—Risks Related to Our Business and Industry—We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, and results of operations will be harmed,” and “—A significant portion of our revenue comes from a limited number of Clients, the loss of which could have a material adverse effect on our business, financial condition and results of operations” included in our 2024 Form 10-K. U.S. Integrated Care members increased by 8.6 million, or 9%, to 102.5 million at September 30, 2025, compared to the same period in 2024.
Current wording
Number of U.S. Integrated Care Members. U.S. Integrated Care members represent the number of unique individuals who have paid access and visit fee only access to our suite of integrated care services in the U.S. at the end of the applicable period. Individuals who have paid access fees offer a greater margin than those who have visit fee only arrangements and, over time, the mix of those who have paid access fees as compared to those who have visit fee only arrangements has declined. Our revenue growth rate and long-term profitability are affected by our ability to increase cross selling capability among our existing members over time because we derive a substantial portion of our revenue from access and other fees via Client contracts that provide members access to the THMG Association professional provider network in exchange for a contractual based periodic fee. Therefore, we believe that our ability to add new members and retain existing members, and to increase utilization and penetration further into existing and new health plan and employer Clients is a key indicator of our increasing market adoption, the growth of our business, and our future revenue potential. We further believe that increasing our membership is an integral objective that will provide us with the ability to continually innovate our services and support initiatives that will enhance members’ experiences. However, certain health plans that have historically promoted our services to our employer Clients have developed, and may in the future continue to develop, solutions that replicate our services or offer competitive services at discounted prices to our current or prospective Clients, which could result in a loss of members. For further information, see “Risk Factors—Risks Related to Our Business and Industry—We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, and results of operations will be harmed,” and “—A significant portion of our revenue comes from a limited number of Clients, the loss of which could have a material adverse effect on our business, financial condition and results of operations” included in our 2025 Form 10-K. U.S. Integrated Care members decreased by 1.3 million, or 1%, to 101.2 million at March 31, 2026, compared to the same period in 2025.
Previous wording
Chronic Care Program Enrollment. Chronic care program enrollment represents the total number of enrollees across our suite of chronic care programs at the end of a given period. Our chronic care program enrollments are one of the key components of our virtual care platform that we believe positions us to drive greater engagement with our platforms and increase revenue. Chronic care program enrollment decreased by 1% to 1.165 million at September 30, 2025, compared to 1.179 million at September 30, 2024.
Current wording
Chronic Care Program Enrollment. Chronic care program enrollment represents the total number of enrollees across our suite of chronic care programs at the end of a given period. Our chronic care program enrollments are one of the key components of our virtual care platform that we believe positions us to drive greater engagement with our platforms and increase revenue. Chronic care program enrollment increased to 1.197 million, or 4%, at March 31, 2026, compared to 1.151 million at March 31, 2025.
Previous wording
Average Monthly Revenue Per U.S. Integrated Care Member. Average monthly revenue per U.S. Integrated Care member measures the average monthly amount of global revenue that we generate from a U.S. Integrated Care member for a particular period. It is calculated by dividing the total revenue generated from the Integrated Care segment by the average number of U.S. Integrated Care members during the applicable period. Approximately 20% of total Integrated Care revenues relates to international and hospital and health systems for which membership is not considered as a management metric. We believe that our ability to increase the revenue generated from each member over time is also a key indicator of our increasing market adoption, the growth of our business, and future revenue potential. Average monthly revenue per U.S. Integrated Care member was $1.27 in the three months ended September 30, 2025, compared to $1.36 in the same period in 2024. Average monthly revenue per U.S. Integrated Care member was $1.27 in the nine months ended September 30, 2025, compared to $1.37 in the same period in 2024.
Current wording
Average Monthly Revenue Per U.S. Integrated Care Member. Average monthly revenue per U.S. Integrated Care member measures the average monthly amount of global revenue that we generate from a U.S. Integrated Care member for a particular period. It is calculated by dividing the total revenue generated from the Integrated Care segment by the average number of U.S. Integrated Care members during the applicable period. Approximately 21% of total Integrated Care revenues relates to international and hospital and health systems for which membership is not considered as a management metric. We believe that our ability to increase the revenue generated from each member over time is also a key indicator of our increasing market adoption and future revenue growth potential. Average monthly revenue per U.S. Integrated Care member was $1.30 in the three months ended March 31, 2026, compared to $1.27 in the same period in 2025. The change in average monthly revenue versus the prior period is reflective of the decrease in members and the mix of their fees.
Previous wording
BetterHelp Paying Users. BetterHelp paying users represent the average number of global monthly paying users of our BetterHelp therapy services during the applicable period, including both those who pay directly out-of-pocket and those who utilize their insurance coverage. We believe that our ability to add new paying users and retain existing users is a key indicator of the market adoption of BetterHelp, the growth of this segment, and future revenue potential. Effectively reaching potential paying users through various advertising channels remains critical to our success. BetterHelp paying users decreased by 4% to 0.382 million for the three months ended September 30, 2025, compared to 0.398 million for the three months ended September 30, 2024, and decreased by 4% to 0.389 million for the nine months ended September 30, 2025, compared to 0.407 million for the nine months ended September 30, 2024.
Current wording
BetterHelp Paying Users. BetterHelp Paying Users represent the average number of global monthly paying users of our BetterHelp therapy and psychiatry services during the applicable period, including both those who pay directly out-of-pocket and those who utilize their insurance coverage. We believe that our ability to add new paying users and retain existing users is a key indicator of the market adoption of BetterHelp, the growth of this segment, and future revenue potential. Effectively reaching potential paying users through various advertising channels remains critical to our success. BetterHelp Paying Users decreased by 9% to 0.361 million for the three months ended March 31, 2026, compared to 0.397 million for the three months ended March 31, 2025.
Previous wording
On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, business combinations, goodwill and other intangible assets, income taxes, and other items. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our estimates and could have a significant adverse effect on our results of operations and financial position. For a discussion of our critical accounting policies and estimates see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2024 Form 10-K.
Current wording
On an ongoing basis, we evaluate our estimates and judgments, including those related to revenue recognition, business combinations, goodwill and other intangible assets, income taxes, and other items. We base our estimates on historical and anticipated results and trends and on various other assumptions that we believe are reasonable under the circumstances, including assumptions as to future events. These estimates form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. By their nature, estimates are subject to an inherent degree of uncertainty. Actual results may differ from our estimates and could have a significant adverse effect on our results of operations and financial position. For a discussion of our critical accounting estimates and policies see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2025 Form 10-K.
Previous wording
•Adjusted EBITDA does not reflect significant acquisition, integration, and transformation costs. Acquisition, integration, and transformation costs include investment banking, financing, legal, accounting, consultancy, integration, fair value changes related to contingent consideration and certain other transaction costs related to mergers and acquisitions. It also includes costs related to certain business transformation initiatives focused on integrating and optimizing various operations and systems, including upgrading our CRM and ERP systems. These transformation cost adjustments made to our results do not represent normal, recurring, operating expenses necessary to operate the business but rather, incremental costs incurred in connection with our acquisition and integration activities;
Current wording
•Adjusted EBITDA does not reflect significant acquisition, integration, and transformation costs. Acquisition, integration, and transformation costs include investment banking, financing, legal, accounting, consultancy, integration, fair value changes related to contingent consideration and certain other transaction costs related to mergers and acquisitions. It also includes costs related to certain business transformation initiatives focused on integrating and optimizing various operations and systems, including upgrading our ERP system. These transformation cost adjustments made to our results do not represent normal, recurring, operating expenses necessary to operate the business but rather, incremental costs incurred in connection with our acquisition and integration activities;
Previous wording
The following table reconciles net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA for the three and nine months ended September 30, 2025 and 2024 (in thousands):
Current wording
The following table reconciles net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA for the three months ended March 31, 2026 and 2025 (in thousands):
Previous wording
Revenue. The following table presents revenues disaggregated by revenue source and geography for the three months ended September 30, 2025 and 2024:
Current wording
The following table presents revenues disaggregated by revenue source and geography for the three months ended March 31, 2026 and 2025:
Previous wording
Total revenue was $626.4 million for the three months ended September 30, 2025, compared to $640.5 million for the three months ended September 30, 2024, a decrease of $14.1 million, or 2%. This decrease in revenue was driven by lower revenue in our BetterHelp segment, partially offset by higher revenue in our Integrated Care segment. The acquisitions of Catapult Health, Uplift, and Telecare increased total revenue for the three months ended September 30, 2025 by approximately 2 percentage points. Other revenue predominately includes visit fees and, to a lesser extent, revenue from the sales of our telehealth solutions for hospitals and health systems.
Current wording
Total revenue was $613.8 million for the three months ended March 31, 2026, compared to $629.4 million for the three months ended March 31, 2025, a decrease of $15.5 million, or 2%. This decrease in revenue was driven by lower revenue in our BetterHelp segment, partially offset by higher revenue in our Integrated Care segment. The acquisitions of Catapult Health, Uplift, and Telecare increased total revenue for the three months ended March 31, 2026 by approximately 3 percentage points. Other revenue predominately includes visit fees and, to a lesser extent, revenue from the sales of our telehealth solutions for hospitals and health systems.
Previous wording
Cost of Revenue (exclusive of depreciation and amortization, which are shown separately below). Cost of revenue was $187.2 million for the three months ended September 30, 2025, compared to $179.7 million for the three months ended September 30, 2024, an increase of $7.4 million, or 4%. On a year-to-date basis, cost of revenue increased by $12.2 million, or 2%, to $574.5 million. The increase for both periods was primarily driven by higher labor costs, technology costs, amortization of devices, and travel costs, offset by lower physician costs.
Current wording
Cost of Revenue (exclusive of depreciation and amortization, which are shown separately below). Cost of revenue was flat at $197.5 million for the three months ended March 31, 2026, compared to $196.8 million for the three months ended March 31, 2025. Comparatively higher labor costs and technology costs for the three months ended March 31, 2026 were offset by lower provider costs.
Previous wording
Advertising and Marketing Expenses. Advertising and marketing expenses were $168.0 million for the three months ended September 30, 2025, compared to $177.5 million for the three months ended September 30, 2024, a decrease of $9.5 million, or 5%. On a year-to-date basis, advertising and marketing expenses decreased by $27.3 million, or 5%, to $503.7 million. The decrease for both periods was driven mainly by lower digital and media advertising costs and lower employee compensation costs, partially offset by higher professional fees.
Current wording
Advertising and Marketing Expenses. Advertising and marketing expenses were $151.5 million for the three months ended March 31, 2026, compared to $168.2 million for the three months ended March 31, 2025, a decrease of $16.7 million, or 10%. The decrease was driven mainly by lower digital and media advertising costs.
Previous wording
Sales Expenses. Sales expenses were $48.2 million for the three months ended September 30, 2025, compared to $47.5 million for the three months ended September 30, 2024, an increase of $0.7 million, or 2%. This increase reflects higher commissions and professional fees, offset by lower employee compensation costs and costs for conferences and events. On a year-to-date basis, sales expenses decreased by $5.4 million, or 4%, to $146.9 million. This reflects lower employee compensation costs, partially offset by higher commission costs and professional fees.
Current wording
Sales Expenses. Sales expenses were $51.3 million for the three months ended March 31, 2026, compared to $48.7 million for the three months ended March 31, 2025, an increase of $2.6 million, or 5%. This increase reflects higher commissions, offset by lower employee compensation costs.
Previous wording
Technology and Development Expenses. Technology and development expenses were $67.6 million for the three months ended September 30, 2025, compared to $72.4 million for the three months ended September 30, 2024, a decrease of $4.8 million, or 7%. The decrease primarily reflects lower employee compensation costs, partially offset by higher professional fees and infrastructure, hosting, and software license costs. On a year-to-date basis, technology and development expenses decreased by $24.2 million, or 11% to $206.3 million. The year-to-date decrease was primarily driven by lower employee compensation costs, partially offset by higher professional fees, infrastructure, hosting, and software license costs, and costs for dues and subscriptions.
Current wording
Technology and Development Expenses. Technology and development expenses were $67.9 million for the three months ended March 31, 2026, compared to $70.0 million for the three months ended March 31, 2025, a decrease of $2.1 million, or 3%. The decrease primarily reflects lower employee compensation costs and travel costs, partially offset by higher professional fees and dues and subscriptions.
Previous wording
For the three months ended September 30, 2025 and 2024, research and development costs, which exclude amounts reflected as capitalized software development costs, were $21.5 million and $22.4 million, respectively. For the nine months ended September 30, 2025 and 2024, research and development costs were $66.4 million and $69.5 million, respectively.
Current wording
For the three months ended March 31, 2026 and 2025, research and development costs, which exclude amounts reflected as capitalized software development costs, were $20.2 million and $22.9 million, respectively.
Previous wording
Goodwill Impairments. Concurrent with the completion of the acquisitions of Telecare and Catapult Health, we performed goodwill impairment tests on the Integrated Care reporting unit and determined that the carrying value of the reporting unit continued to exceed its fair value. As a result, immediate impairments of $12.6 million and $59.1 million of goodwill associated with the Telecare and Catapult Health acquisitions were recognized in the three months ended September 30, and March 31, 2025, respectively, reflecting a year-to-date total of $71.8 million. If the carrying value of the Integrated Care reporting unit continues to exceed its fair value, any future business combinations that would be part of the Integrated Care reporting unit could result in further goodwill impairment charges.
Current wording
Goodwill Impairments. We did not record a non-cash goodwill impairment charge for the three months ended March 31, 2026. In the three months ended March 31, 2025, concurrent with the completion of the acquisition of Catapult Health, we performed a goodwill impairment test on the Integrated Care reporting unit and determined that the carrying value of the reporting unit exceeded its fair value. As a result, we recognized a goodwill impairment of $59.1 million associated with the acquisition of Catapult Health. If the carrying value of the Integrated Care reporting unit exceeds its fair value as of the date of any future business combinations, the future business combinations that would be part of the Integrated Care reporting unit could result in further goodwill impairment charges.
Previous wording
Acquisition, Integration, and Transformation Costs. Acquisition, integration, and transformation costs primarily consisted of costs to integrate and upgrade our Customer Relationship Management and Enterprise Resource Planning ecosystem and costs to integrate the operations of acquired businesses and were $1.9 million and $0.5 million for the three months ended September 30, 2025 and 2024, respectively, and were $6.8 million and $1.3 million for the nine months ended September 30, 2025 and 2024, respectively.
Current wording
Acquisition, Integration, and Transformation Costs. Acquisition, integration, and transformation costs primarily consisted of costs to integrate and upgrade our ERP ecosystem and costs to integrate the operations of acquired businesses and were $1.1 million and $2.2 million for the three months ended March 31, 2026 and 2025, respectively.
Previous wording
Restructuring Costs. Restructuring costs for the three months ended September 30, 2025 were $2.0 million, of which $1.7 million was for employee transition, severance, employee benefits, and related costs and $0.3 million was related to costs associated with office space reductions, including $0.1 million of right-of-use asset impairment charges. Restructuring costs for the nine months ended September 30, 2025 were $12.0 million, of which $10.6 million was for employee transition, severance, employee benefits, and related costs and $1.4 million was related to costs associated with office space reductions, including $0.5 million of right-of-use asset impairment charges.
Current wording
Restructuring Costs. Restructuring costs for the three months ended March 31, 2026 were $12.0 million, of which $11.0 million was for employee transition, severance, employee benefits, and related costs and $1.0 million was related to costs associated with office space reductions, including $0.2 million of right-of-use asset impairment charges.
Previous wording
Interest Income. Interest income consisted of interest earned on cash and cash equivalents. Interest income was $7.1 million for the three months ended September 30, 2025, compared to $15.3 million for the three months ended September 30, 2024. Interest income was $29.8 million for the nine months ended September 30, 2025, compared to $42.8 million for the nine months ended September 30, 2024. The decrease for the three and nine months ended September 30, 2025 was driven by lower interest rate yields and a lower average balance of cash and cash equivalents.
Current wording
Interest Income. Interest income consisted of interest earned on cash and cash equivalents. Interest income was $6.5 million for the three months ended March 31, 2026, compared to $12.7 million for the three months ended March 31, 2025. The decrease for the three months ended March 31, 2026 was driven by lower interest rate yields and a lower average balance of cash and cash equivalents.
Previous wording
Interest Expense. Interest expense consisted of interest costs and the amortization of debt discounts primarily associated with the convertible senior notes. Interest expense was $4.5 million for the three months ended September 30, 2025, compared to $5.7 million for the three months ended September 30, 2024. Interest expense was $14.8 million for the nine months ended September 30, 2025, compared to $17.0 million for the nine months ended September 30, 2024. The decrease for the three and nine months ended September 30, 2025 was driven by the maturation of the Livongo Notes and the 2025 Notes.
Current wording
Interest Expense. Interest expense consisted of interest costs and the amortization of debt discounts primarily associated with the convertible senior notes. Interest expense was $5.4 million for the three months ended March 31, 2026, compared to $5.8 million for the three months ended March 31, 2025. The decrease was driven by the maturation of previously outstanding notes in the prior year.
Previous wording
Other Expense (Income), net. Other expense (income), net was an expense of $0.8 million for the three months ended September 30, 2025, compared to an income of $2.2 million for the three months ended September 30, 2024. Other expense (income), net was an income of $10.0 million for the nine months ended September 30, 2025, compared to an income of $1.3 million for the nine months ended September 30, 2024. The change in both periods primarily reflects the impact of foreign currency exchange rate fluctuations.
Current wording
Other Expense (Income), net. Other expense (income), net was an expense of $0.2 million for the three months ended March 31, 2026, compared to an income of $2.4 million for the three months ended March 31, 2025. The change primarily reflects the impact of foreign currency exchange rate fluctuations.
Previous wording
Provision for Income Taxes. We recorded an income tax benefit of $0.7 million for the three months ended September 30, 2025 compared to an income tax expense of $0.8 million for the three months ended September 30, 2024, and an income tax benefit of $26.7 million for the nine months ended September 30, 2025 compared to an income tax expense of $7.4 million for the nine months ended September 30, 2024. The tax benefit in 2025 resulted primarily from discrete benefits of $20.1 million related to completion of a research and development tax credit study in the three months ended March 31, 2025 and $11.1 million from the current year's acquisitions, offset by ordinary tax expense of $4.6 million. The tax expense in 2024 was primarily due to a shortfall related to stock-based compensation awards that vested during the year.
Current wording
Provision for Income Taxes. We recorded an income tax expense of $3.0 million for the three months ended March 31, 2026 compared to an income tax benefit of $18.3 million for the three months ended March 31, 2025. The tax expense for the three months ended March 31, 2026 resulted primarily from an increase in the valuation allowance. The tax benefit in 2025 resulted primarily from a discrete benefit of $20.1 million related to completion of a research and development tax credit study.
Previous wording
The following tables set forth the results of operations by segment for the three and nine months ended September 30, 2025 and 2024 (dollars in thousands):
Current wording
The following tables set forth the results of operations by segment for the three months ended March 31, 2026 and 2025 (dollars in thousands):
Previous wording
(1)Other segment expenses includes sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.
Current wording
(1)Other segment expenses include sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.
Previous wording
Integrated Care total revenue increased by $5.9 million, or 2%, to $389.5 million for the three months ended September 30, 2025 and increased by $32.3 million, or 3%, to $1,170.5 million for the nine months ended September 30, 2025. The acquisition of Catapult Health and Telecare increased Integrated Care total revenue for the three months ended September 30, 2025 and the nine months ended September 30, 2025 by approximately 2 percentage points and 2 percentage points, respectively.
Current wording
Integrated Care total revenues increased by $6.0 million, or 2%, to $395.4 million for the three months ended March 31, 2026. The acquisitions of Catapult Health and Telecare increased Integrated Care total revenue for the three months ended March 31, 2026 by approximately 2 percentage points.
Previous wording
Integrated Care cost of revenue, exclusive of depreciation, amortization, and stock-based compensation, increased by $11.2 million, or 10%, to $124.3 million for the three months ended September 30, 2025, and increased by $30.7 million, or 9%, to $381.6 million for the nine months ended September 30, 2025. For both periods, the increase was primarily driven by higher labor costs, technology costs, and amortization of device costs, partially offset by lower physician costs.
Current wording
Integrated Care cost of revenue, exclusive of depreciation, amortization, and stock-based compensation, increased by $4.9 million, or 4%, to $135.9 million for the three months ended March 31, 2026. The increase was primarily driven by higher labor and provider costs.
Previous wording
(1)Other segment expenses includes advertising and marketing expenses, sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.
Current wording
(1)Other segment expenses include sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.
Previous wording
BetterHelp cost of revenue, exclusive of depreciation, amortization, and stock-based compensation, decreased by $3.2 million, or 5%, to $62.4 million for the three months ended September 30, 2025, and decreased by $16.3 million, or 8%, to $191.3 million for the nine months ended September 30, 2025. For both periods, the decrease was primarily driven by lower therapist costs.
Current wording
BetterHelp cost of revenue, exclusive of depreciation, amortization, and stock-based compensation, decreased by $3.9 million, or 6%, to $61.3 million for the three months ended March 31, 2026. The decrease was primarily driven by lower therapist costs.
Previous wording
BetterHelp advertising and marketing, exclusive of stock-based compensation, decreased by $8.8 million, or 6%, to $134.6 million for the three months ended September 30, 2025, and decreased by $24.2 million, or 6%, to $401.9 million for the nine months ended September 30, 2025, primarily reflecting lower spending on digital and media advertising, partially offset by higher professional fees.
Current wording
BetterHelp advertising and marketing, exclusive of stock-based compensation, decreased by $16.2 million, or 12%, to $116.8 million for the three months ended March 31, 2026, primarily reflecting lower spending on digital and media advertising.
Previous wording
The following table presents a summary of our cash flow activity for the nine months ended September 30, 2025 and 2024 (in thousands):
Current wording
The following table presents a summary of our cash flow activity for the three months ended March 31, 2026 and 2025 (in thousands):
Previous wording
On July 17, 2025, we entered into the five-year, $300.0 million Revolving Credit Facility. We entered into the Revolving Credit Facility to preserve and enhance our financial and operational flexibility, however, we do not currently anticipate borrowing any amounts under the facility. See Note 10. “Debt” to the condensed consolidated financial statements for additional information on the Revolving Credit Facility.
Current wording
Our principal source of liquidity is cash generated by our operations together with our cash and cash equivalents on hand, which totaled $750.7 million as of March 31, 2026. Additionally, we entered into the five-year, $300.0 million , Revolving Credit Facility on July 17, 2025 to preserve and enhance our financial and operational flexibility. We do not, however, currently anticipate borrowing any amounts under the facility. See Note 10. “Debt” to the condensed consolidated financial statements for additional information on the Revolving Credit Facility.
Previous wording
We believe that our existing cash and cash equivalents will be sufficient to meet our working capital, capital expenditure, and contractual obligation needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, contract renewal activity, number of visits, our ability to retain and/or obtain new members, the timing and extent of spending to support product development efforts, our expansion of sales and marketing activities, the introduction of new and enhanced services offerings, the continuing market acceptance of telehealth, and our debt service obligations. We may in the future enter into arrangements to acquire or invest in additional complementary businesses, services, technologies, and intellectual property rights. We may be required to seek additional equity or debt financing to fund working capital, capital expenditures and acquisitions, and to settle debt obligations. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all, which would adversely affect our business, financial condition, and results of operations.
Current wording
We believe that our existing cash and cash equivalents will be sufficient to meet our working capital, capital expenditure, and contractual obligation needs for at least the next 12 months. Our future capital requirements will depend on many factors including our growth rate, contract renewal activity, number of visits, our ability to retain and/or obtain new members, the timing and extent of spending to support product development efforts, our expansion of sales and marketing activities, the introduction of new and enhanced services offerings, the continuing market acceptance of virtual care, and our debt service obligations. We may in the future enter into arrangements to acquire or invest in additional complementary businesses, services, technologies, and intellectual property rights. We may be required to seek additional equity or debt financing to fund working capital, capital expenditures and acquisitions, and to settle debt obligations. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all, which would adversely affect our business, financial condition, and results of operations.
Previous wording
Cash flows provided by operating activities consisted of net loss adjusted for certain non-cash items and the cash effect of changes in assets and liabilities. Net cash provided by operating activities was $206.6 million for the nine months ended September 30, 2025 compared to net cash provided by operating activities of $207.8 million for the nine months ended September 30, 2024.
Current wording
Cash flows provided by operating activities consisted of net loss adjusted for certain non-cash items and the cash effect of changes in assets and liabilities. Net cash provided by operating activities was $9.5 million for the three months ended March 31, 2026 compared to net cash provided by operating activities of $15.9 million for the three months ended March 31, 2025. The decrease primarily relates to the payment of annual bonuses during the first three months of the year.
Previous wording
Cash used in investing activities was $231.7 million for the nine months ended September 30, 2025, and $94.4 million for the nine months ended September 30, 2024. During the nine months ended September 30, 2025, we paid $65.3 million, net of cash acquired, to purchase Catapult Health, paid $29.6 million for the net intangible assets associated with the Uplift acquisition, paid a total of $16.6 million, net of cash acquired, to purchase Telecare, and paid $27.0 million to acquire the securities of a private company.
Current wording
Cash used in investing activities was $36.5 million for the three months ended March 31, 2026, and $123.3 million for the three months ended March 31, 2025. Cash payments for capitalized software development costs was higher by $4.2 million during the three months ended March 31, 2026 compared to the prior year. During the three months ended March 31, 2025, we paid $64.6 million, net of cash acquired, to purchase Catapult Health and paid $27.0 million to acquire the securities of a private company.
Previous wording
Cash used in financing activities for the nine months ended September 30, 2025 was $552.8 million compared to cash provided by financing activities of $6.3 million for the nine months ended September 30, 2024. This primarily reflects the repayment of our Livongo Notes and 2025 Notes upon maturity and payment of issuance costs related to the Revolving Credit Facility in the nine months ended September 30, 2025.
Current wording
Cash used in financing activities for the three months ended March 31, 2026 was $2.4 million compared to cash provided by financing activities of $0.8 million for the three months ended March 31, 2025. During the three months ended March 31, 2026, $2.8 million was paid for the outstanding contingent consideration related to the acquisition of Catapult Health.
Rearranged current paragraphs (1)
Current report — wording carried from elsewhere
Restructuring costs for the three months ended March 31, 2025 were $4.3 million, of which $3.6 million was for employee transition, severance, employee benefits, and related costs and $0.7 million was related to costs associated with office space reductions, including $0.2 million of right-of-use asset impairment charges.
Rearranged previous paragraphs (4)
Previous report — wording carried elsewhere
The following table sets forth our Condensed Consolidated Statements of Operations data for the nine months ended September 30, 2025 and 2024 and the dollar and percentage change between the respective periods (dollars in thousands, except per share data):
Previous report — wording carried elsewhere
The following table presents revenues disaggregated by revenue source and geography for the nine months ended September 30, 2025 and 2024:
Previous report — wording carried elsewhere
Total revenue was $1,887.7 million for the nine months ended September 30, 2025, compared to $1,929.1 million for the nine months ended September 30, 2024, a decrease of $41.4 million, or 2%. This decrease in revenue was driven by lower revenue in our BetterHelp segment, partially offset by higher revenue in our Integrated Care segment. The acquisitions of Catapult Health, Uplift, and Telecare increased total revenue for the nine months ended September 30, 2025 by approximately 1 percentage point.
Previous report — wording carried elsewhere
Restructuring costs for the three months ended September 30, 2024 were $3.6 million, of which $2.3 million was for employee transition, severance, employee benefits, and related costs and $1.3 million was related to costs associated with office space reductions, including $1.0 million of right-of-use asset impairment charges. Restructuring costs for the nine months ended September 30, 2024 were $14.8 million, of which $10.7 million was for employee transition, severance, employee benefits, and related costs and $1.3 million was related to costs associated with office space reductions, including $1.0 million of right-of-use asset impairment charges, and $2.8 million was for other restructuring related costs.