Teladoc Health, Inc.

Previous wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not statements of historical fact, including statements about our beliefs, expectations, plans, strategies, outlook and possible or assumed future results of operations, are forward-looking statements and should be evaluated as such. These statements often include words such as “anticipates,” “believes,” “suggests,” “targets,” “projects,” “plans,” “expects,” “future,” “intends,” “estimates,” “predicts,” “potential,” “may,” “will,” “should,” “could,” “would,” “likely,” “foresee,” “forecast,” “continue” and similar words or phrases, as well as statements in the future tense. We base these forward-looking statements on our current expectations, plans and assumptions in light of our experience, historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. These statements are not guarantees of performance or results and are subject to risks, uncertainties and assumptions. Factors that have in the past and/or may in the future cause actual results to differ materially include, among others, a decrease in revenue from users who pay directly out-of-pocket without offsetting growth in insurance-covered services in our BetterHelp segment; the rate and magnitude of declines in BetterHelp cash-pay users and revenue; the extent to which insurance availability changes users’ payment choices; available provider capacity including on a state and payer-specific basis; the timing, cost and effectiveness of provider recruitment, credentialing, enrollment, activation, compensation and retention; the performance of insurance-specific eligibility, matching, booking, scheduling, utilization, session-duration, claims and collection workflows; the effectiveness and revenue consequences of changes in advertising and marketing spending; the effects of BetterHelp’s reduced near-term emphasis and investment outside the United States; the cost, timing and effectiveness of platform and provider-capacity investments; the margin effects of the insurance mix; potential impairment of BetterHelp goodwill; and the other risks described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), this Form 10-Q and our other reports and SEC filings. You should not place undue reliance on forward-looking statements. These cautionary statements are not exhaustive and speak only as of the date of this Form 10-Q. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

Current wording

This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934 and the safe-harbor provisions of the Private Securities Litigation Reform Act of 1995. Statements that are not statements of historical fact, including statements about our beliefs, expectations, plans, strategies, outlook and possible or assumed future results of operations, are forward-looking statements and should be evaluated as such. These statements often include words such as “anticipates,” “believes,” “suggests,” “targets,” “projects,” “plans,” “expects,” “future,” “intends,” “estimates,” “predicts,” “potential,” “may,” “will,” “should,” “could,” “would,” “likely,” “foresee,” “forecast,” “continue” and similar words or phrases, as well as statements in the future tense. We base these forward-looking statements on our current expectations, plans and assumptions in light of our experience, historical trends, current conditions, expected future developments and other factors we believe are appropriate under the circumstances. These statements are not guarantees of performance or results and are subject to risks, uncertainties and assumptions. Factors that have in the past and/or may in the future cause actual results to differ materially include, among others, the performance of our new products, including Teladoc One, a decrease in revenue from users who pay directly out-of-pocket without offsetting growth in insurance-covered services in our BetterHelp segment; the rate and magnitude of declines in BetterHelp cash-pay users and revenue; the extent to which insurance availability changes users’ payment choices; available provider capacity including on a state and payer-specific basis; the timing, cost and effectiveness of provider recruitment, credentialing, enrollment, activation, compensation and retention; the performance of insurance-specific eligibility, matching, booking, scheduling, utilization, session-duration, claims and collection workflows; the effectiveness and revenue consequences of changes in advertising and marketing spending; the effects of BetterHelp’s reduced near-term emphasis and investment outside the United States; the cost, timing and effectiveness of platform and provider-capacity investments; the margin effects of the insurance mix; potential impairment of BetterHelp goodwill; and the other risks described in “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2025 (the “2025 Form 10-K”), this Form 10-Q and our other reports and SEC filings. You should not place undue reliance on forward-looking statements. These cautionary statements are not exhaustive and speak only as of the date of this Form 10-Q. We undertake no obligation to update or revise any forward-looking statement as a result of new information, future events or otherwise, except as required by law.

Previous wording

Number of U.S. Integrated Care Members. U.S. Integrated Care members represent the number of unique individuals at the end of the applicable period who have access to our suite of integrated care services in the U.S. under paid access fee and/or visit-based arrangements. 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. The number of members with visit fee only arrangements is less directly correlated to revenue than the number of members who have paid access fees, and therefore as the mix of members with visit fee only arrangements continues to grow we expect that the total number of U.S. Integrated Care members will less directly impact our revenue growth rate. Our revenue growth rate and long-term profitability are also affected by our ability to increase cross selling capability among our existing members. 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, employer, and other Clients is a key indicator of our increasing market adoption, the growth of our business, and our future revenue potential.

Current wording

Number of U.S. Integrated Care Members. U.S. Integrated Care members represent the number of unique individuals at the end of the applicable period who have access to our suite of integrated care services in the U.S. under paid access fee and/or visit-based arrangements. Our revenue growth rate and long-term profitability are affected by our ability to increase the number of members as well as cross selling capability among our existing members. 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, employer, and other Clients is a key indicator of our increasing market adoption, the growth of our business, and our future revenue potential. 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. The number of members with visit fee only arrangements is less directly correlated to revenue than the number of members who have paid access fees, and therefore as the mix of members with visit fee only arrangements continues to grow we expect that the total number of U.S. Integrated Care members will less directly impact our revenue growth rate.

Previous wording

We further believe that increasing our overall membership level 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 2.1 million, or 2%, to 100.3 million at June 30, 2026, compared to the same period in 2025.

Current wording

We further believe that increasing our overall membership level 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 2.4 million, or 2%, to 100.1 million at September 30, 2026, compared to the same period in 2025. This decrease was largely driven by reductions in enrollment at certain health plan clients related to government programs.

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 increased to 1.272 million, or 14%, at June 30, 2026, compared to 1.117 million at June 30, 2025, driven by an increase in multi-condition product bundles.

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 1.344 million, or 15%, at September 30, 2026, compared to 1.165 million at September 30, 2025, driven by an increase in multi-condition product bundles.

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 22% 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 further product adoption among our Client-base to drive future revenue growth potential. Average monthly revenue per U.S. Integrated Care member was $1.31 in the three months ended June 30, 2026, compared to $1.27 in the same period in 2025. Average monthly revenue per U.S. Integrated Care member was $1.31 in the six months ended June 30, 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.

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 further product adoption among our Client-base to drive future revenue growth potential. Average monthly revenue per U.S. Integrated Care member was $1.33 in the three months ended September 30, 2026, compared to $1.27 in the same period in 2025. Average monthly revenue per U.S. Integrated Care member was $1.31 in the nine months ended September 30, 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 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, including through Insurance Covered Services, and retain existing users is a key indicator of the market adoption of BetterHelp, the stability and growth of this segment, and future revenue potential. Effectively reaching potential paying users through various advertising channels remains critical to our success, including the level of advertising and marketing spending deployed. BetterHelp Paying Users decreased by 11% to 0.346 million for the three months ended June 30, 2026, compared to 0.388 million for the three months ended June 30, 2025, and decreased by 10% to 0.353 million for the six months ended June 30, 2026, compared to 0.393 million for the six months ended June 30, 2025. See “Item 1A. Risk Factors— Our BetterHelp segment has experienced, and may continue to experience, declines in revenue from users who pay directly out-of-pocket, and growth in insurance-covered services may not offset those declines as quickly as we expect or at all.” included elsewhere in this Quarterly Report on Form 10-Q.

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, including through Insurance Covered Services, and retain existing users is a key indicator of the market adoption of BetterHelp, the stability and growth of this segment, and future revenue potential. Effectively reaching potential paying users through various advertising channels remains critical to our success, including the level of advertising and marketing spending deployed. BetterHelp Paying Users decreased by 12% to 0.336 million for the three months ended September 30, 2026, compared to 0.382 million for the three months ended September 30, 2025, and decreased by 11% to 0.348 million for the nine months ended September 30, 2026, compared to 0.389 million for the nine months ended September 30, 2025. See “Item 1A. Risk Factors— Our BetterHelp segment has experienced, and may continue to experience, declines in revenue from users who pay directly out-of-pocket, and growth in insurance-covered services may not offset those declines as quickly as we expect or at all.” included elsewhere in this Quarterly Report on Form 10-Q.

Previous wording

As of June 30, 2026, goodwill was $283.2 million, which all related to the BetterHelp reporting unit. During the three months ended June 30, 2026, we revised the expected financial performance of the BetterHelp reporting unit. We determined that this was a triggering event and accordingly performed a quantitative goodwill impairment test. The assessment indicated that the fair value of the reporting unit exceeded its carrying value and no impairment was identified. We will continue to monitor and evaluate events and circumstances, including a sustained decrease in our share price and the future performance of the BetterHelp segment, and should any change occur, it could require further testing of the goodwill, which may result in an impairment of the BetterHelp reporting unit's goodwill. Additionally, if the carrying value of the Integrated Care reporting unit exceeds its fair value as of the date of any future business combinations, future business combinations that would be part of the Integrated Care reporting unit could result in goodwill impairment charges.

Current wording

As of September 30, 2026, goodwill was $283.2 million, which all related to the BetterHelp reporting unit. During the three months ended June 30, 2026, we performed a quantitative goodwill impairment test related to the BetterHelp reporting unit which indicated that the fair value of the reporting unit exceeded its carrying value and no impairment was identified. We will continue to monitor and evaluate events and circumstances, including a sustained decrease in our share price and the future performance of the BetterHelp segment, and should any change occur, it could require further testing of the goodwill, which may result in an impairment of the BetterHelp reporting unit's goodwill. Additionally, if the carrying value of the Integrated Care reporting unit exceeds its fair value as of the date of any future business combinations, future business combinations that would be part of the Integrated Care reporting unit could result in goodwill impairment charges.

Previous wording

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

Current wording

To supplement our financial information presented in accordance with GAAP, we use certain non-GAAP financial measures to clarify and enhance an understanding of past performance, which include Adjusted EBITDA and free cash flow (in each case as defined below). We believe that the presentation of these financial measures enhances an investor’s understanding of our financial performance, and are commonly used by investors to evaluate our performance and that of our competitors. We further believe that these financial measures are useful to assess our operating performance and financial and business trends from period-to-period by excluding certain items that we believe are not representative of our core business, and that free cash flow reflects an additional way of viewing our liquidity that, when viewed together with

Previous wording

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

Current wording

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

Previous wording

•Adjusted EBITDA does not reflect goodwill impairment charges; and

Current wording

•Adjusted EBITDA does not reflect goodwill impairment charges;

Previous wording

The following table sets forth our condensed consolidated statements of operations data for the six months ended June 30, 2026 and 2025 and the dollar and percentage change between the respective periods (dollars in thousands, except per share data):

Current wording

The following table sets forth our condensed consolidated statements of operations data for the nine months ended September 30, 2026 and 2025 and the dollar and percentage change between the respective periods (dollars in thousands, except per share data):

Previous wording

The following table reconciles net loss, the most directly comparable GAAP financial measure, to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 (in thousands):

Current 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, 2026 and 2025 (in thousands):

Previous wording

The following table presents revenues disaggregated by revenue source and geography for the six months ended June 30, 2026 and 2025:

Current wording

The following table presents revenues disaggregated by revenue source and geography for the nine months ended September 30, 2026 and 2025:

Previous wording

Total revenue was $606.9 million for the three months ended June 30, 2026, compared to $631.9 million for the three months ended June 30, 2025, a decrease of $25.0 million, or 4%. This decrease in revenue was driven by lower revenue in our BetterHelp segment, reflecting actions to further prioritize insurance-covered services and decline in users paying directly out of pocket, partially offset by higher revenue in our Integrated Care segment. For further discussion regarding the decrease in revenue in our BetterHelp segment, see below under “Segment Information.” The acquisitions of Uplift and Telecare increased total revenue for the three months ended June 30, 2026 by approximately 1 percentage point. 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 $605.1 million for the three months ended September 30, 2026, compared to $626.4 million for the three months ended September 30, 2025, a decrease of $21.3 million, or 3%. This decrease in revenue was driven by lower revenue in our BetterHelp segment, reflecting continued actions to prioritize Insurance Covered Services and the continuing decline in users paying directly out of pocket, partially offset by higher revenue in our Integrated Care segment. 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

Total revenue was $1,220.8 million for the six months ended June 30, 2026, compared to $1,261.3 million for the six months ended June 30, 2025, a decrease of $40.5 million, or 3%. 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 six months ended June 30, 2026 by approximately 2 percentage points.

Current wording

Total revenue was $1,825.9 million for the nine months ended September 30, 2026, compared to $1,887.7 million for the nine months ended September 30, 2025, a decrease of $61.8 million, or 3%. 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, 2026 by approximately 2 percentage points.

Previous wording

Cost of Revenue (exclusive of depreciation and amortization, which are shown separately below). Cost of revenue was flat at $190.8 million for the three months ended June 30, 2026, compared to $190.5 million for the three months ended June 30, 2025, with higher labor costs being offset by lower technology costs. On a year-to-date basis, cost of revenue was also flat at $388.4 million compared with $387.4 million for the six months ended June 30, 2025.

Current wording

Cost of Revenue (exclusive of depreciation and amortization, which are shown separately below). Cost of revenue was $190.3 million for the three months ended September 30, 2026, compared to $187.2 million for the three months ended September 30, 2025, an increase of $3.1 million, or 2%. On a year-to-date basis, cost of revenue increased $4.1 million, or 1%, to $578.6 million. The increases for both periods primarily reflect higher labor, device, and patient ambulatory costs.

Previous wording

Advertising and Marketing Expenses. Advertising and marketing expenses were $143.4 million for the three months ended June 30, 2026, compared to $167.5 million for the three months ended June 30, 2025, a decrease of $24.2 million, or 14%. On a year-to-date basis, advertising and marketing expenses decreased by $40.8 million, or 12%, to $294.9 million. The decrease for both periods was driven mainly by lower digital and media advertising costs associated with actions to prioritize Insurance Covered Services in the BetterHelp segment, and lower employee compensation costs. For further discussion regarding the decrease in advertising and marketing expenses in our BetterHelp segment, see below under “Segment Information.”

Current wording

Advertising and Marketing Expenses. Advertising and marketing expenses were $124.0 million for the three months ended September 30, 2026, compared to $168.0 million for the three months ended September 30, 2025, a decrease of $44.0 million, or 26%. On a year-to-date basis, advertising and marketing expenses decreased by $84.8 million, or 17%, to $418.9 million. The decrease for both periods was driven mainly by lower digital and media advertising costs associated with actions to prioritize Insurance Covered Services in the BetterHelp segment and lower employee compensation costs.

Previous wording

Sales Expenses. Sales expenses were $49.4 million for the three months ended June 30, 2026, compared to $50.0 million for the three months ended June 30, 2025, a decrease of $0.6 million, or 1%. This decrease reflects lower employee compensation costs and travel costs, partially offset by higher commissions. On a year-to-date basis, sales expenses increased by $2.0 million, or 2%, to $100.7 million. This increase reflects higher commissions costs, offset by lower employee compensation costs and lower travel costs.

Current wording

Sales Expenses. Sales expenses were $49.6 million for the three months ended September 30, 2026, compared to $48.2 million for the three months ended September 30, 2025, an increase of $1.4 million, or 3%. This increase primarily reflects higher commissions costs, offset by lower employee compensation costs and professional fees. On a year-to-date basis, sales expenses increased by $3.4 million, or 2%, to $150.2 million. This increase primarily reflects higher commissions costs, partially offset by lower employee compensation costs, travel and entertainment costs, and professional fees.

Previous wording

Technology and Development Expenses. Technology and development expenses were $62.9 million for the three months ended June 30, 2026, compared to $68.8 million for the three months ended June 30, 2025, a decrease of $5.9 million, or 9%. On a year-to-date basis, technology and development expenses decreased by $8.0 million, or 6% to $130.7 million. The decrease for both periods primarily reflects lower employee compensation costs and lower infrastructure, hosting, and software license costs.

Current wording

Technology and Development Expenses. Technology and development expenses were $65.5 million for the three months ended September 30, 2026, compared to $67.6 million for the three months ended September 30, 2025, a decrease of $2.0 million, or 3%. On a year-to-date basis, technology and development expenses decreased by $10.0 million, or 5% to $196.3 million. The decrease for both periods primarily reflects lower employee compensation costs and infrastructure, hosting, and software license costs, partially offset by higher professional fees and dues and subscriptions costs.

Previous wording

For the three months ended June 30, 2026 and 2025, research and development costs, which exclude amounts reflected as capitalized software development costs, were $19.2 million and $22.1 million, respectively. For the six months ended June 30, 2026 and 2025, research and development costs were $39.5 million and $45.0 million, respectively.

Current wording

For the three months ended September 30, 2026 and 2025, research and development costs, which exclude amounts reflected as capitalized software development costs, were $20.5 million and $21.5 million, respectively. For the nine months ended September 30, 2026 and 2025, research and development costs were $60.0 million and $66.4 million, respectively.

Previous wording

General and Administrative Expenses. General and administrative expenses decreased $4.1 million, or 4%, to $104.0 million for the three months ended June 30, 2026, compared to $108.1 million for the three months ended June 30, 2025. On a year-to-date basis, general and administrative expenses decreased by $14.8 million, or 7%, to $206.1 million, compared to $220.9 million in the prior year. The decrease for both periods was primarily driven by lower employee compensation costs, partially offset by higher professional fees, legal fees, software and infrastructure costs, and indirect taxes.

Current wording

General and Administrative Expenses. General and administrative expenses increased $4.8 million, or 5%, to $107.4 million for the three months ended September 30, 2026, compared to $102.6 million for the three months ended September 30, 2025. The increase was driven by higher consultant and professional fees and software and infrastructure costs, offset by lower indirect taxes and occupancy costs. On a year-to-date basis, general and administrative expenses decreased by $9.9 million, or 3%, to $313.5 million, compared to $323.5 million in the prior year. The decrease primarily reflects lower employee compensation costs, occupancy and office costs, and indirect taxes, partially offset by higher consultant and professional fees, software and infrastructure costs, and legal costs.

Previous wording

Goodwill Impairments. We did not record a non-cash goodwill impairment charge for the three and six months ended June 30, 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.

Current wording

Goodwill Impairments. No non-cash goodwill impairment charges were recognized for the three and nine months ended September 30, 2026. In the nine months ended September 30, 2025, 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 exceeded its fair value. As a result, immediate impairment charges 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, 2025 and March 31, 2025, respectively, reflecting a year-to-date total of $71.8 million.

Previous wording

Acquisition, Integration, and Transformation Costs. Acquisition, integration, and transformation costs primarily consisted of costs to integrate and upgrade our ERP system and costs to integrate the operations of acquired businesses and were $1.7 million and $2.7 million for the three months ended June 30, 2026 and 2025, respectively, and were $2.8 million and $4.8 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Acquisition, Integration, and Transformation Costs. Acquisition, integration, and transformation costs primarily consisted of costs to integrate and upgrade our ERP system and costs to integrate the operations of acquired businesses and were $1.6 million and $1.9 million for the three months ended September 30, 2026 and 2025, respectively, and were $4.3 million and $6.8 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Restructuring Costs. Restructuring costs for the three months ended June 30, 2026 were $0.9 million, of which $0.6 million was for employee transition, severance, employee benefits, and related costs and $0.3 million was related to costs associated with office space reductions. Restructuring costs for the six months ended June 30, 2026 were $12.9 million, of which $11.6 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 $0.2 million of right-of-use asset impairment charges.

Current wording

Restructuring Costs. Restructuring costs for the three months ended September 30, 2026 were $4.4 million, of which $4.0 million was for employee transition, severance, benefits, and related costs and $0.4 million was related to costs associated with office space reductions. Restructuring costs for the nine months ended September 30, 2026 were $17.3 million, of which $15.7 million was for employee transition, severance, benefits, and related costs and $1.6 million was related to costs associated with office space reductions, including $0.3 million of right-of-use asset impairment charges.

Previous wording

Restructuring costs for the three months ended June 30, 2025 were $5.7 million, of which $5.4 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 six months ended June 30, 2025 were $10.0 million, of which $9.0 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 $0.3 million of right-of-use asset impairment charges.

Current wording

Restructuring costs for the three months ended September 30, 2025 were $2.0 million, of which $1.7 million was for employee transition, severance, 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, 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.

Previous wording

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 $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 wording

As a result of our review of the business to drive further efficiency, better align resources, and improve profitability, we expect to incur pre-tax restructuring costs under our plan of approximately $20.0 million for the year ending December 31, 2026. The charges will primarily relate to employee transition, severance, and benefits and other costs, including costs associated with office space reductions.

Previous wording

Depreciation of Property and Equipment. Depreciation of property and equipment was $2.5 million for the three months ended June 30, 2026, compared to $4.3 million for the three months ended June 30, 2025, a decrease of $1.9 million, or 43%. On a year-to-date basis, depreciation of property and equipment was $4.9 million for the six months ended June 30, 2026, compared to $7.9 million for the six months ended June 30, 2025, a decrease of $3.0 million, or 38%. The decrease in both periods was primarily driven by prior year accelerated depreciation associated with decisions to exit certain leased spaces.

Current wording

Depreciation of Property and Equipment. Depreciation of property and equipment was $2.2 million for the three months ended September 30, 2026, compared to $2.6 million for the three months ended September 30, 2025, a decrease of $0.4 million, or 16%. On a year-to-date basis, depreciation of property and equipment was $7.1 million for the nine months ended September 30, 2026, compared to $10.5 million for the nine months ended September 30, 2025, a decrease of $3.4 million, or 32%. The decrease in both periods was primarily driven by prior year accelerated depreciation associated with decisions to exit certain leased spaces.

Previous 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 June 30, 2026, compared to $10.1 million for the three months ended June 30, 2025. Interest income was $13.0 million for the six months ended June 30, 2026, compared to $22.7 million for the six months ended June 30, 2025. The decrease for both periods was driven by lower interest rate yields and holding 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 $7.0 million for the three months ended September 30, 2026, compared to $7.1 million for the three months ended September 30, 2025. Interest income was $20.0 million for the nine months ended September 30, 2026, compared to $29.8 million for the nine months ended September 30, 2025. The decrease for both periods was driven by holding 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 $5.1 million for the three months ended June 30, 2026, compared to $4.5 million for the three months ended June 30, 2025. Interest expense was $10.5 million for the six months ended June 30, 2026, compared to $10.2 million for the six months ended June 30, 2025. The increase for both periods was primarily driven by interest associated with the Revolving Credit Facility, partially offset by the impact of the maturation of certain of the convertible senior notes in the prior year.

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 $4.9 million for the three months ended September 30, 2026, compared to $4.5 million for the three months ended September 30, 2025. Interest expense was $15.4 million for the nine months ended September 30, 2026, compared to $14.8 million for the nine months ended September 30, 2025. The increase for both periods was primarily driven by interest associated with the Revolving Credit Facility, partially offset by the impact of the maturation of certain of the convertible senior notes in the prior year.

Previous wording

Other Expense (Income), net. Other expense (income), net was an expense of $2.2 million for the three months ended June 30, 2026, compared to an income of $8.4 million for the three months ended June 30, 2025. Other expense (income), net was an expense of $2.4 million for the six months ended June 30, 2026, compared to an income of $10.8 million for the six months ended June 30, 2025. The change primarily reflects the impact of foreign currency exchange rate fluctuations.

Current wording

Other Expense (Income), net. Other expense (income), net was an expense of $0.3 million for the three months ended September 30, 2026, compared to an expense of $0.8 million for the three months ended September 30, 2025. Other expense (income), net was an expense of $2.7 million for the nine months ended September 30, 2026, compared to an income of $10.0 million for the nine months ended September 30, 2025. The change primarily reflects the impact of foreign currency exchange rate fluctuations.

Previous wording

Provision for Income Taxes. We recorded an income tax expense of $1.0 million for the three months ended June 30, 2026 compared to an income tax benefit of $7.8 million for the three months ended June 30, 2025, and an income tax expense of $4.0 million for the six months ended June 30, 2026 compared to an income tax benefit of $26.0 million for the six months ended June 30, 2025. Tax expense recorded for six months ended June 30, 2026 was primarily due to a $19.3 million increase in the valuation allowance and a discrete tax expense related to shortfall from stock-based compensation, offset by an ordinary tax benefit of $20.7 million. The tax benefit for six months ended June 30, 2025 was primarily due to a discrete benefit of $20.1 million related to the completion of a research and development tax credit study and $11.1 million of acquisition related tax benefits, offset by ordinary tax expense of $5.0 million.

Current wording

Provision for Income Taxes. We recorded an income tax expense of $0.7 million for the three months ended September 30, 2026 compared to an income tax benefit of $0.7 million for the three months ended September 30, 2025, and an income tax expense of $4.6 million for the nine months ended September 30, 2026 compared to an income tax benefit of $26.7 million for the nine months ended September 30, 2025. Tax expense recorded for nine months ended September 30, 2026 was primarily due to a $25.4 million increase in the valuation allowance and a discrete tax expense related to shortfall from stock-based compensation, offset by an ordinary tax benefit of $21.5 million. The tax benefit for nine months ended September 30, 2025 was primarily due to a discrete benefit of $20.1 million related to the completion of a research and development tax credit study and $11.1 million of acquisition related tax benefits, offset by ordinary tax expense of $4.6 million.

Previous wording

The following tables set forth the results of operations by segment for the three and six months ended June 30, 2026 and 2025 (dollars in thousands):

Current wording

The following tables set forth the results of operations by segment for the three and nine months ended September 30, 2026 and 2025 (dollars in thousands):

Previous wording

Integrated Care total revenues increased by $2.8 million, or 1%, to $394.3 million for the three months ended June 30, 2026, and increased by $8.8 million, or 1%, to $789.8 million for the six months ended June 30, 2026. The acquisition of Telecare increased Integrated Care total revenue for the three months ended June 30, 2026 by approximately 1 percentage point and the acquisitions of Catapult Health and Telecare increased Integrated Care total revenue for the six months ended June 30, 2026 by approximately 1 percentage point.

Current wording

Integrated Care total revenues increased by $8.9 million, or 2%, to $398.5 million for the three months ended September 30, 2026, and increased by $17.7 million, or 2%, to $1,188.2 million for the nine months ended September 30, 2026. The acquisitions of Catapult Health and Telecare increased Integrated Care total revenue for the nine months ended September 30, 2026 by approximately 1 percentage point.

Previous wording

Integrated Care cost of revenue, exclusive of depreciation, amortization, and stock-based compensation, increased by $3.5 million, or 3%, to $129.9 million for the three months ended June 30, 2026, and increased by $8.4 million, or 3%, to $265.8 million for the six months ended June 30, 2026. For both periods, the increase was primarily driven by higher labor and provider costs.

Current wording

Integrated Care cost of revenue, exclusive of depreciation, amortization, and stock-based compensation, increased by $4.4 million, or 4%, to $128.7 million for the three months ended September 30, 2026, and increased by $12.8 million, or 3%, to $394.5 million for the nine months ended September 30, 2026. For both periods, the increase was primarily driven by higher labor, provider, and device costs.

Previous wording

Integrated Care advertising and marketing, exclusive of stock-based compensation, decreased by $0.7 million, or 2%, to $31.3 million for the three months ended June 30, 2026 and decreased by $0.5 million, or 1%, to $65.2 million for the six months ended June 30, 2026. For both periods, the decrease primarily reflects lower employee compensation costs, partially offset by higher digital and media advertising costs.

Current wording

Integrated Care advertising and marketing, exclusive of stock-based compensation, decreased by $7.6 million, or 23%, to $24.7 million for the three months ended September 30, 2026 and decreased by $8.1 million, or 8%, to $89.9 million for the nine months ended September 30, 2026. For both periods, the decrease primarily reflects lower digital and media advertising, employee compensation, and conference and event costs.

Previous wording

Integrated Care other segment expenses decreased by $7.8 million, or 4%, to $167.9 million for the three months ended June 30, 2026, and decreased by $12.8 million, or 4%, to $337.3 million for the six months ended June 30, 2026. The decrease for both periods was primarily driven by lower employee compensation costs, professional fees, and occupancy and office expense, partially offset by higher commissions and indirect taxes.

Current wording

Integrated Care other segment expenses increased by $3.3 million, or 2%, to $170.2 million for the three months ended September 30, 2026. The increase was primarily driven by higher commissions and professional fees and consultant costs, offset by lower employee compensation costs, indirect taxes, and occupancy and office expense. On a year-to-date basis, other segment expenses decreased by $9.6 million, or 2%, to $507.4 million for the nine months ended September 30, 2026. The decrease was primarily driven by lower employee compensation costs and occupancy and office expense, partially offset by higher commissions and professional fees and consultant costs.

Previous wording

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. BetterHelp total revenue decreased by $27.8 million, or 12%, to $212.6 million for the three months ended June 30, 2026, and decreased by $49.3 million, or 10%, to $431.0 million for the six months ended June 30, 2026, reflecting a faster than expected shift in demand from Consumer and Other to Insurance Covered Services for which we have not yet been able to fully increase our capacity to serve. Revenue from Insurance Covered Services was first recognized following the acquisition of Uplift in the three months ended June 30, 2025, with the significant increase in the current year reflecting our focus on making therapy services available to BetterHelp paying users who want to utilize insurance coverage.

Current wording

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. BetterHelp total revenue decreased by $30.3 million, or 13%, to $206.6 million for the three months ended September 30, 2026, and decreased by $79.5 million, or 11%, to $637.7 million for the nine months ended September 30, 2026, reflecting the continuation of the faster than expected shift in demand from Consumer and Other to Insurance Covered Services for which we have not yet been able to fully increase our capacity to serve. Revenue from Insurance Covered Services was first recognized following the acquisition of Uplift in the three months ended June 30, 2025, with the significant increase in the current year reflecting our focus on making therapy services available to BetterHelp paying users who want to utilize insurance coverage.

Previous wording

During May 2026, the rate of decline in revenue from cash-paying users accelerated beyond the assumptions reflected in our previously expected results, and information available in late May and June indicated that the trend was more persistent and significant than previously anticipated. At the same time, as we expanded Insurance Covered Services nationally, a greater proportion of prospective users sought to use insurance coverage than we had assumed. Our ability to convert that demand into paying users, completed visits and revenue was constrained by the availability and capacity of providers who were appropriately licensed in the applicable state, credentialed and enrolled with the applicable payer, available to provide services and accepting new patients, as well as by insurance-specific eligibility, matching, booking and scheduling workflows. These constraints impacted our ability to convert a greater proportion of this higher demand into insurance paying users, visits, and revenue sufficient to offset the additional decline in cash-pay revenue assumed in our previously expected results. These factors limited the anticipated customer acquisition-cost and revenue benefits of Insurance Covered Services, and growth in revenue from Insurance Covered Services did not offset the decline in cash-pay revenue. We therefore reduced advertising and marketing spending to better align related demand generation with available network capacity and expected returns. That reduction, in turn, reduced and may continue to reduce acquired paying users and near-term revenue. To further support scaling insurance, we are selectively reallocating resources and prioritizing certain initiatives to increase the provider capacity and insurance-specific platform capabilities and have also reduced near-term investment and advertising and marketing spending in cash-pay markets outside the United States. As a result, we have materially reduced our expectations for BetterHelp revenue for 2026 and expect fewer total BetterHelp paying users and lower BetterHelp revenue than we previously did.

Current wording

During May 2026, the rate of decline in revenue from cash-paying users accelerated beyond the assumptions reflected in our previously expected results, and information available in late May and June indicated that the trend was more persistent and significant than previously anticipated. At the same time, as we expanded Insurance Covered Services nationally, a greater proportion of prospective users sought to use insurance coverage than we had assumed. Our ability to convert that demand into paying users, completed visits, and revenue has been constrained by the availability and capacity of providers who are appropriately licensed in the applicable state, credentialed and enrolled with the applicable payer, available to provide services and accepting new patients, as well as by insurance-specific eligibility, matching, booking and scheduling workflows. These constraints continue to impact our ability to convert a greater proportion of this higher demand into insurance paying users, visits, and revenue sufficient to offset the additional decline in cash-pay revenue. These factors limit the anticipated customer acquisition-cost and revenue benefits of Insurance Covered Services, and growth in revenue from Insurance Covered Services did not offset the decline in cash-pay revenue. We therefore reduced advertising and marketing spending to better align related demand generation with available network capacity and expected returns. That reduction, in turn, reduced and may continue to reduce acquired paying users and near-term revenue. To further support scaling insurance, we are selectively reallocating resources and prioritizing certain initiatives to increase the provider capacity and insurance-specific platform capabilities and have also reduced near-term investment and advertising and marketing spending in cash-pay markets outside the United States. As a result, in July 2026 we materially reduced our expectations for BetterHelp revenue for 2026 and expect fewer total BetterHelp paying users and lower BetterHelp revenue than we did earlier in the year.

Previous wording

The acquisition of Uplift increased BetterHelp total revenue by approximately 3 percentage points for the three months ended June 30, 2026, and by approximately 4 percentage points for the six months ended June 30, 2026.

Current wording

The acquisition of Uplift increased BetterHelp total revenue by approximately 3 percentage points for the nine months ended September 30, 2026.

Previous wording

BetterHelp cost of revenue, exclusive of depreciation, amortization, and stock-based compensation, decreased by $2.8 million, or 4%, to $60.8 million for the three months ended June 30, 2026, and decreased by $6.8 million, or 5%, to $122.1 million for the six months ended June 30, 2026. The decrease for both periods was primarily driven by lower therapist costs.

Current wording

BetterHelp cost of revenue, exclusive of depreciation, amortization, and stock-based compensation, decreased by $0.9 million, or 2%, to $61.5 million for the three months ended September 30, 2026, and decreased by $7.7 million, or 4%, to $183.6 million for the nine months ended September 30, 2026. The decrease for both periods was primarily driven by lower therapist costs.