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Hims & Hers Health, Inc.

For the period ended Jun 30, 2026. Filed Aug 10, 2026.

View on SEC.gov

About 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.

Jun 30, 2026 · Filed Aug 10, 2026

HIMS$26.00+8.1%Stored close · as of Nov 6, 2026

What changed in Management’s Discussion and Analysis?

Read the current filing

Previous report: 10-Q

Period ended 2026-03-31; filed 2026-05-11.

0001773751-26-000076

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

Current report: 10-Q

Period ended 2026-06-30; filed 2026-08-10.

0001773751-26-000163

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations (MD&A)

The 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 111 previous paragraphs and 118 current paragraphs.

69 unchanged; 38 reworded; 10 added; 4 removed; 0 previous and 1 current paragraphs rearranged.

Tables are not compared: 7 previous and 7 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 (10)

Current report

Gross profit was $480.8 million for the three months ended June 30, 2026, compared to $416.2 million for the three months ended June 30, 2025, an increase of $64.6 million, or 16%. Correspondingly, gross margin was 64% for the three months ended June 30, 2026, compared to 76% for the three months ended June 30, 2025. Gross profit was $877.6 million for the six months ended June 30, 2026, compared to $846.9 million for the six months ended June 30, 2025, an increase of $30.7 million, or 4%. Correspondingly, gross margin was 64% for the six months ended June 30, 2026, compared to 75% for the six months ended

Current report

Marketing expenses were $262.2 million for the three months ended June 30, 2026, compared to $217.9 million for the three months ended June 30, 2025, an increase of $44.4 million, or 20%. The most significant component of marketing expenses is customer acquisition costs, which increased to $229.5 million in the three months ended June 30, 2026, compared to $188.4 million for the three months ended June 30, 2025, an increase of $41.1 million. Marketing expenses were $484.2 million for the six months ended June 30, 2026, compared to $449.1 million for the six months ended June 30, 2025, an increase of $35.1 million, or 8%. Customer acquisition costs increased to $422.3 million in the six months ended June 30, 2026, compared to $390.0 million for the six months ended June 30, 2025, an increase of $32.3 million. The increases in customer acquisition costs were primarily a result of management’s decision to increase investment in search and affiliate marketing as we continue to identify opportunities to drive new customer growth, and which investment further expanded with the addition of newer offerings. These increases were partially offset by management’s decision to focus on more efficient customer acquisition channels, which has resulted in lower marketing expenses as a percent of revenue in the current year compared to the prior year.

Current report

During the six months ended June 30, 2026, we made cash payments for earn-out consideration related to the Zava acquisition totaling $45.7 million, with such payment amounts determined based on fiscal year 2025 results in accordance with the terms of the related share purchase agreement. The Zava earn-out consideration payments totaling $45.7 million are recorded: (i) $2.0 million within operating activities, and (ii) $43.7 million within financing activities on the unaudited condensed consolidated statements of cash flows.

Current report

During the six months ended June 30, 2026, we made a cash payment of $5.0 million for earn-out consideration related to the C S Bio Co. asset acquisition, with such payment amount determined based on the earn-out conditions set forth in the related asset purchase agreement. This amount is recorded within operating activities on the unaudited condensed consolidated statements of cash flows.

Current report

In May 2026, we issued $402.5 million aggregate principal amount of 0% convertible senior notes due 2032 (the “2032 Convertible Notes”), which provided us with aggregate proceeds net of debt discount of $389.5 million. In connection with the issuance of the 2032 Convertible Notes, we separately entered into privately negotiated capped call transactions with certain financial institutions, which resulted in aggregate cash payments of $36.7 million (for additional details see Note 13 – Debt to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q). The cash proceeds and cash payments are included within financing activities on the unaudited condensed consolidated statements of cash flows.

Current report

In June 2026, Horizon BidCo Pty Ltd ACN 694 778 375 (which is now H&H Australia Intermediate Holdings Pty Ltd ACN 694 778 375), an Australian proprietary company and wholly-owned subsidiary of our company, acquired all of the outstanding equity of EUC Management Pty Ltd ACN 631 013 860 and its subsidiaries (“Eucalyptus”), a digital health and wellness platform headquartered in Australia, with operations in Australia, the United Kingdom, Germany, Ireland, Canada, and Japan. We acquired Eucalyptus to expand our global operations into Australia and Japan and deepen our presence in the United Kingdom, Germany, Ireland, and Canada. The purchase price for accounting purposes was $968.5 million, including cash paid upfront of $225.0 million, deferred payments totaling $683.9 million payable insix quarterly installments through the 18-month anniversary of the closing, and contingent consideration with an acquisition date fair value of $59.6 million. The contingent consideration relates to a potential aggregate earn-out payment of up to $96.6 million, upon achievement of revenue and adjusted EBITDA targets with measurements occurring for each of the 2026, 2027, and 2028 fiscal years. We have the option, at our sole discretion, to settle a significant majority of the deferred consideration and earn-out payments in shares of our Class A common stock, subject to a cap on the aggregate number of shares issuable equal to 19.9% of our issued and outstanding Class A common stock, together with any securities issued or issuable in a financing by us in connection with the acquisition. No shares of our Class A common stock were issued at closing of the acquisition of Eucalyptus.

Current report

On July 1, 2026, XeCare LLC and Apostrophe Pharmacy LLC, each a wholly-owned subsidiary of our company (each a “RPA Seller” and, collectively, the “RPA Sellers”), entered into a Master Receivables Purchase Agreement (the “Receivables Purchase Agreement”) with JPMorgan Chase Bank, N.A., as purchaser (the “Purchaser”). The Receivables Purchase Agreement provides for an uncommitted facility with an initial aggregate limit of $400.0 million. Pursuant to the Receivables Purchase Agreement, each RPA Seller may, subject to the terms and conditions therein, offer to sell certain of its eligible receivables for cash to the Purchaser at a discount (for additional details see Note 20 – Subsequent Events to the unaudited condensed consolidated financial statements included in Part I, Item 1 of this Quarterly Report on Form 10-Q).

Current report

We had a working capital deficit of $98.6 million as of June 30, 2026, compared to a working capital surplus of $363.2 million as of December 31, 2025. The deficit as of June 30, 2026 was primarily due to the deferred consideration related to our acquisition of Eucalyptus during the second quarter of 2026. As discussed above, we have the option, at our sole discretion, to settle a significant majority of the deferred consideration in shares of our Class A common stock, subject to certain restrictions.
Removed paragraphs (4)

Previous report

Marketing expenses were $222.0 million for the three months ended March 31, 2026, compared to $231.2 million for the three months ended March 31, 2025, a decrease of $9.2 million, or 4%. Customer acquisition costs decreased to $192.8 million in the three months ended March 31, 2026, compared to $201.6 million for the three months ended March 31, 2025, a decrease of $8.8 million. The decrease in customer acquisition costs was primarily a result of management’s decision to focus on more efficient acquisition channels.

Previous report

In February 2026, Horizon BidCo Pty Ltd ACN 694 778 375 (the “Purchaser”), an Australian proprietary company and wholly-owned subsidiary of our company, entered into a Securities Sale Deed (the “Deed”) by and among Hims & Hers, Hims, Inc., the Purchaser and the sellers named therein, to purchase all of the issued capital of EUC Management Pty Ltd ACN 631 013 860 (d/b/a Eucalyptus) (“Eucalyptus”), an Australia-based digital health company that operates in Australia, the United Kingdom, Germany, Canada, and Japan. The aggregate total consideration of the transaction is up to$1.15 billion, subject to certain adjustments set forth in the Deed (the “Proposed Acquisition”). We entered into the Proposed Acquisition to expand into Australia and Japan and deepenour presence in the United Kingdom, Germany, and Canada. The upfront cash consideration payable at closing is approximately$240 million, not including certain closing adjustments as set forth in the Deed. Deferred payments totaling an additional amount of approximately$710 million, not including certain closing adjustments as set forth in the Deed, are payable insix quarterly installments through the 18-month anniversary of the closing. A maximum additional amount of approximately$200 million in earn-out payments, not including certain closing adjustments as set forth in the Deed, are payable following the release ofour results for each of fiscal years 2026, 2027, and 2028, respectively, upon Eucalyptus achieving certain revenue and adjusted EBITDA targets. We have the option to settle a significant majority of the deferred and earn-out payments in cash orour Class A common stock, at our election. The Proposed Acquisition is subject to customary closing conditions and is expected to close in mid-2026.
Reworded paragraphs (38)

Previous wording

Our consolidated revenue primarily comprises online sales of health and wellness products through our websites and mobile applications, including prescription and non-prescription products, as well as services, primarily consisting of medical consultation services, post-consultation service support, and delivery of laboratory testing results, as applicable. Our online sales are net of refunds, credits, and chargebacks, and include revenue recognition adjustments recorded pursuant to U.S. GAAP, primarily relating to deferred revenue and returns reserve. The majority of our online sales are subscription-based, where customers agree to be billed on a recurring basis to have products and services automatically delivered to them. This revenue also includes sales from customers who have made one-time purchases. Additionally, in the United States, we offer a range of health and wellness products through wholesale partners as a way of generating brand awareness with new customers in physical environments and on third-party platforms, with such revenue not considered material to our business.

Current wording

Our consolidated revenue primarily comprises online sales of health and wellness products through our websites and mobile applications, including prescription and non-prescription products, as well as services, primarily consisting of medical consultation services, membership-based access, post-consultation service support, and delivery of laboratory testing results, as applicable. Our online sales are net of refunds, credits, and chargebacks, and include revenue recognition adjustments recorded pursuant to U.S. GAAP, primarily relating to deferred revenue and returns reserve. A substantial majority of our online sales are subscription-based, where customers agree to be billed on a recurring basis to have products and services automatically delivered to them. This revenue also includes sales from customers who have made one-time purchases. Additionally, in the United States, we offer a range of health and wellness products through wholesale partners as a way of generating brand awareness with new customers in physical environments and on third-party platforms, with such revenue not considered material to our business.

Previous wording

The table below provides a breakdown of total revenue between United States Revenue and Rest of the World Revenue for the three months ended March 31, 2026 and 2025, as well as key business metrics that we believe drive total revenue (i.e., Subscribers and Monthly Revenue per Average Subscriber) and the change and percentage change between such periods (in thousands, except for Monthly Revenue per Average Subscriber):

Current wording

The table below provides a breakdown of total revenue between United States Revenue and Rest of the World Revenue for the three and six months ended June 30, 2026 and 2025, as well as key business metrics that we believe drive total revenue (i.e., Subscribers and Monthly Revenue per Average Subscriber) and the change and percentage change between such periods (in thousands, except for Monthly Revenue per Average Subscriber and percentage change):

Previous wording

We generated $529.9 million in United States Revenue for the three months ended March 31, 2026, a decrease of $48.8 million, or (8)%, as compared to $578.7 million for the three months ended March 31, 2025. The change in United States Revenue for the three months ended March 31, 2026 was primarily impacted by a change in the timing of revenue recognition for certain of our weight loss offerings, inclusive of our Hers brand, as a result of a shift to shorter shipping cadences. During each of the three months ended March 31, 2026 and 2025, our Hers brand represented approximately 40% of United States Revenue. Uptake of the Hers brand is primarily driven by our glucagon-like peptide-1 receptor agonists (“GLP-1s”) and dermatology offerings. During the three months ended March 31, 2026, a majority of our total United States Revenue came from non-GLP-1 offerings. United States Revenue can fluctuate on a period-to-period basis due to various factors, including launches of new product offerings, the success of our marketing campaigns, product shipping cadences, and pricing decisions impacting customer uptake of our offerings, as well as product availability and the regulatory landscape impacting our offerings.

Current wording

We generated $621.8 million in United States Revenue for the three months ended June 30, 2026, an increase of $84.5 million, or 16%, as compared to $537.3 million for the three months ended June 30, 2025. We generated $1,151.7 million in United States Revenue for the six months ended June 30, 2026, an increase of $35.8 million, or 3%, as compared to $1,116.0 million for the six months ended June 30, 2025. The increases in United States Revenue for the three and six months ended June 30, 2026 were primarily driven by growth in our Hers brand as a result of an expanded assortment of branded weight loss offerings, partially offset by the impact of a change in the timing of revenue recognition for certain of our weight loss offerings, inclusive of our Hers brand, as a result of a shift to shorter shipping cadences. During the three months ended June 30, 2026, our Hers brand represented over 40% of United States Revenue, compared to representing approximately 35% of United States Revenue for the three months ended June 30, 2025. During each of the six months ended June 30, 2026 and 2025, our Hers brand represented approximately 40% of United States Revenue. Uptake of the Hers brand is primarily driven by our weight loss and dermatology offerings. During the three and six months ended June 30, 2026, a majority of our total United States Revenue came from non-glucagon-like peptide-1 receptor agonist (“GLP-1”) offerings. United States Revenue can fluctuate on a period-to-period basis due to various factors, including launches of new product offerings, the success of our marketing campaigns, product shipping cadences, and pricing decisions impacting customer uptake of our offerings, as well as product availability and the regulatory landscape impacting our offerings.

Previous wording

We generated $78.2 million in Rest of the World Revenue for the three months ended March 31, 2026, an increase of $70.9 million, or 969% as compared to $7.3 million for the three months ended March 31, 2025. Growth in Rest of the World Revenue was primarily driven by the geographic expansion from our recent acquisitions. Rest of the World Revenue can fluctuate on a period-to-period basis due to various factors, including those related to United States Revenue discussed above, as well as the magnitude of any future geographic expansion.

Current wording

We generated $131.4 million in Rest of the World Revenue for the three months ended June 30, 2026, an increase of $123.8 million, or 1,641%, as compared to $7.5 million for the three months ended June 30, 2025. We generated $209.6 million in Rest of the World Revenue for the six months ended June 30, 2026, an increase of $194.7 million, or 1,310%, as compared to $14.9 million for the six months ended June 30, 2025. Growth in Rest of the World Revenue was primarily driven by the geographic expansion from our recent acquisitions, including our acquisition of Eucalyptus, which closed in the last month of the second quarter of 2026. Rest of the World Revenue can fluctuate on a period-to-period basis due to various factors, including those related to United States Revenue discussed above, as well as the magnitude of any future geographic expansion.

Previous wording

Subscribers grew 9% to approximately 2.6 million as of March 31, 2026 as compared to approximately 2.4 million Subscribers as of March 31, 2025. Growth in Subscribers was primarily driven by increased traffic to our platform (through our websites and mobile applications) as a result of our marketing activities, including both ordinary-course marketing campaigns and a specialized Super Bowl marketing campaign in both periods presented, and improved onsite and customer onboarding experiences. Monthly Revenue per Average Subscriber decreased $5 to $80 for the three months ended March 31, 2026 as compared to $85 for the three months ended March 31, 2025. This decrease was primarily due to the shift to shorter shipping cadences for certain of our offerings as discussed above. This metric includes revenue contributed by customers who made one-time purchases and therefore were not considered Subscribers. If the revenue contribution of customers who made one-time purchases was excluded from this metric, Monthly Revenue per Average Subscriber for the three months ended March 31, 2026 and 2025 would have been lower by approximately $10 and less than $5, respectively.

Current wording

Monthly Revenue per Average Subscriber increased $16 to $92 for the three months ended June 30, 2026 as compared to $76 for the three months ended June 30, 2025 and increased $3 to $84 for the six months ended June 30, 2026 as compared to $81 for the six months ended June 30, 2025. These increases were primarily due to changes in product mix, including uptake of our weight loss offerings, partially offset by the shift to shorter shipping cadences for certain of our offerings as discussed above. This metric includes revenue contributed by customers who made one-time purchases and therefore were not considered Subscribers. If the revenue contribution of customers who made one-time purchases was excluded from this metric, Monthly Revenue per Average Subscriber for each of the three and six months ended June 30, 2026 would have been lower by approximately $10, and Monthly Revenue per Average Subscriber for each of the three and six months ended June 30, 2025 would have been lower by less than $5. This metric was also impacted by including a single month of contributions from Eucalyptus during the three months ended June 30, 2026. If Eucalyptus revenue and Average Subscribers were excluded from this metric, Monthly Revenue per Average Subscriber for the three months ended June 30, 2026 would have been $90. The metric for the six months ended June 30, 2026 was unaffected by contributions from Eucalyptus.

Previous wording

We continuously test and optimize the online experience and offerings to improve the customer experience, maximize sales, and improve gross margin. Our Subscribers select an available cadence at which they wish to receive product shipments or a treatment term depending on the offering. In addition to a 30-day cadence or treatment term, we offer Subscribers the ability to select from a range of Subscription shipment cadences or treatment terms, from every 60 days to 360 days, depending on the offering, as available. In recent quarters, there has been a shift towards shorter shipping cadences, which has impacted our gross margins. We expect this shift to continue due to the launch of our membership program described below. Subscriptions automatically renew on the applicable cadence selected by the Subscriber when purchasing or updating the Subscription. To ensure timely delivery of prescription medications and in accordance with our terms and conditions, Subscribers may sometimes be charged, and products may sometimes be shipped, earlier than their regularly scheduled cadence to accommodate holidays or for other operational reasons to support continuity of treatment. With the exception of prepaid offerings and the membership program described below, the Subscriber is typically billed upon each shipment. Subscribers can cancel or snooze Subscriptions in between billing periods to stop receiving additional products and can reactivate Subscriptions at any time. For longer term Subscriptions, we incur shipping and fulfillment expenses fewer times per year than for 30-day Subscriptions. The Subscriber uptake of longer term Subscriptions typically results in lower recurring costs and higher gross margins as compared to 30-day Subscriptions.

Current wording

We continuously test and optimize the online experience and offerings to improve the customer experience, maximize sales, and improve gross margin. Our Subscribers select an available cadence at which they wish to receive product shipments or a treatment term depending on the offering. In addition to a 30-day cadence or treatment term, we offer Subscribers the ability to select from a range of Subscription shipment cadences or treatment terms, from every 60 days to 360 days, depending on the offering, as available. In recent quarters, there has been a shift towards shorter and more frequent shipping cadences, which has impacted our gross margins. We expect this shift to continue as we enhance our membership program described below. Subscriptions automatically renew on the applicable cadence selected by the Subscriber when purchasing or updating the Subscription. To ensure timely delivery of prescription medications and in accordance with our terms and conditions, Subscribers may sometimes be charged, and products may sometimes be shipped, earlier than their regularly scheduled cadence to accommodate holidays or for other operational reasons to support continuity of treatment. With the exception of prepaid offerings and the membership program described below, the Subscriber is typically billed upon each shipment. Subscribers can cancel or snooze Subscriptions in between billing periods to stop receiving additional products and can reactivate Subscriptions at any time. For longer term Subscriptions, we incur shipping and fulfillment expenses fewer times per year than for 30-day Subscriptions. The Subscriber uptake of longer term Subscriptions typically results in lower recurring costs and higher gross margins as compared to 30-day Subscriptions.

Previous wording

Additionally, at the end of March 2026, we launched a membership program for our weight loss offerings. Among other benefits, this program grants eligible customers access to a range of weight loss medications, plus unlimited support from our network of healthcare providers. Memberships auto-renew monthly and must be active for customers to obtain weight loss medications through a separate Subscription. While customers must have an active membership to obtain prescription medication, they can hold a membership without a medication plan.

Current wording

Additionally, at the end of March 2026, we launched a membership program for our weight loss offerings in the United States, which we expect to evolve in future reporting periods. Among other benefits, this program grants eligible customers access to a range of weight loss medications, plus unlimited support from our network of healthcare providers. Memberships primarily auto-renew monthly and must be active for customers to obtain weight loss medications through a separate Subscription. While customers must have an active membership to obtain prescription medication, they can hold a membership without a medication plan.

Previous wording

We expect to continue to focus on long-term growth. We intend to continue to invest in our fulfillment, distribution, and operating capabilities, including in our wholly-owned pharmacies (also referred to herein as our “Pharmacies”), our laboratory testing facilities and our peptide manufacturing facility (collectively with our Pharmacies sometimes herein referred to as our “Facilities”), with the goal of fulfilling a majority of our pharmaceutical and over-the-counter customer orders through internal fulfillment capabilities. For example, we are making investments in the expansion of our current Facilities, which are expected to continue for at least the next 12 months. Additionally, we expect to continue to make significant investments in marketing to acquire new customers across all of our brands, and we expect to continue to make investments in product offerings and customer experience. We are working to enhance our offerings and expand the breadth of health and wellness products and services offered on our websites and mobile applications. In addition, we may continue to pursue opportunities to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. Specifically, in July 2025, we acquired all of the outstanding equity of Zava Global GmbH (which is now H&H Germany GmbH) and its subsidiaries (“Zava”), a digital health platform registered in Germany with operations in the United Kingdom and the European Union, in November 2025, weacquired all of the outstanding equity of Medici Technologies, Inc. (“Medici”), a digital health platform registered in Canada, in January 2026, we completed a merger pursuant to which YourBio became our wholly-owned subsidiary, and in February 2026, we entered into a definitive agreement for the proposed acquisition of Eucalyptus (for additional details regarding the YourBio and Eucalyptus transactions, refer to the “Liquidity and Capital Resources” section). In the short term, we expect these investments to increase our operating expenses; however, in the long term, we anticipate that these investments will positively impact our results of operations. If we are unsuccessful at improving our offerings or are unable to generate additional demand for our offerings, we may not recover the financial investments we make into the business and revenue may not increase in the future.

Current wording

We expect to continue to focus on long-term growth. We intend to continue to invest in our fulfillment, distribution, and operating capabilities, including in our wholly-owned pharmacies (also referred to herein as our “Pharmacies”), our laboratory testing facilities and our peptide manufacturing facility (collectively with our Pharmacies, sometimes referred to herein as our “Facilities”), with the goal of fulfilling a majority of our pharmaceutical and over-the-counter customer orders through internal fulfillment capabilities. For example, we are making investments in the expansion of our current Facilities, which are expected to continue for at least the next 12 months. Additionally, we expect to continue to make significant investments in marketing to acquire new customers across all of our brands, and we expect to continue to make investments in product offerings and customer experience. We are working to enhance our offerings and expand the breadth of health and wellness products and services offered on our websites and mobile applications. We are also continuing to invest in our artificial intelligence capabilities, including through investment in hiring and retaining engineering and artificial intelligence personnel. In addition, we may continue to pursue opportunities to acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. Specifically, in July 2025, we acquired all of the outstanding equity of Zava Global GmbH (which is now H&H Germany GmbH) and its subsidiaries (“Zava”), a digital health platform registered in Germany with operations in the United Kingdom and the European Union, in November 2025, weacquired all of the outstanding equity of Medici Technologies, Inc., which is now Hims & Hers Canada Inc. (“Medici”), a digital health platform registered in Canada, in January 2026, we completed a merger pursuant to which YourBio became our wholly-owned subsidiary, and in June 2026, we acquired all of the outstanding equity of EUC Management Pty Ltd ACN 631 013 860 and its subsidiaries (“Eucalyptus”), a digital health and wellness platform headquartered in Australia, with operations in Australia, the United Kingdom, Germany, Ireland, Canada, and Japan (for additional details regarding the YourBio and Eucalyptus transactions, refer to the “Liquidity and Capital Resources” section). In the short term, we expect these investments to increase our operating expenses; however, in the long term, we anticipate that these investments will positively impact our results of operations. If we are unsuccessful at improving our offerings or are unable to generate additional demand for our offerings, we may not recover the financial investments we make into the business and revenue may not increase in the future.

Previous wording

Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes. “Adjusted EBITDA” is defined as net (loss) income before stock-based compensation, restructuring and other related charges that are considered non-recurring, depreciation and amortization, change in fair value of liabilities, legal settlement costs that are considered non-recurring, acquisition and transaction-related costs (which includes (i) consideration paid for employee and nonemployee compensation with vesting requirements incurred directly as a result of acquisitions, and (ii) transaction professional services), change in fair value of equity securities, payroll tax expense related to stock-based compensation, interest income and expense, net, and income taxes. “Adjusted EBITDA margin” is defined as Adjusted EBITDA divided by revenue.

Current wording

Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance. Because Adjusted EBITDA facilitates internal comparisons of our historical operating performance on a more consistent basis, we use this measure for business planning purposes. “Adjusted EBITDA” is defined as net (loss) income before legal contingencies that are considered non-recurring, stock-based compensation, depreciation and amortization, acquisition and transaction-related costs (which includes (i) consideration paid for employee and nonemployee compensation with vesting requirements incurred directly as a result of acquisitions, and (ii) transaction professional services), restructuring and other related charges that are considered non-recurring, change in fair value of liabilities, payroll tax expense related to stock-based compensation, impairment of long-lived assets, interest income and expense, net, change in fair value of equity securities, and income taxes. “Adjusted EBITDA margin” is defined as Adjusted EBITDA divided by revenue.

Previous wording

In the first quarter of 2026, we announced a strategic shift for our United States weight loss offering ("2026 US WL Announcement"). As a result, we evolved our United States weight loss offering to match our global approach towards providing access to branded GLP-1 medications, and offering access to compounded GLP-1 medications through our platform on a limited scale. In connection with the strategic shift, we revised our definition of Adjusted EBITDA to include restructuring and other related charges that are considered non-recurring, as we believe these costs are distinguishable from ongoing operating costs and do not reflect current or expected performance of our ongoing operations. These costs consist of inventory write-downs and third-party costs that were incurred directly as a result of the 2026 US WL Announcement. To the extent that we incur additional restructuring charges and other related charges in connection with the 2026 US WL Announcement in future periods, these costs will be presented consistently with our current presentation. As we did not record any non-recurring restructuring and other related charges in prior quarters, prior period disclosures were not impacted.

Current wording

In the first quarter of 2026, we announced a strategic shift for our United States weight loss offering ("2026 US WL Announcement"). As a result, we evolved our United States weight loss offering to match our global approach towards providing access to branded GLP-1 medications, and offering access to compounded GLP-1 medications through our platform on a limited scale. In connection with the strategic shift, we revised our definition of Adjusted EBITDA to include restructuring and other related charges that are considered non-recurring, as we believe these costs are distinguishable from ongoing operating costs and do not reflect current or expected performance of our ongoing operations. These costs consist of inventory write-downs, third-party costs, and non-recurring employee compensation charges, all of which were incurred directly as a result of the 2026 US WL Announcement. Additional restructuring and other related charges were incurred in the second quarter of 2026, and to the extent that we incur further restructuring and other related charges in connection with the 2026 US WL Announcement in future periods, these costs will be presented consistently with our current presentation. As we did not record any non-recurring restructuring and other related charges in prior years, prior period disclosures were not impacted.

Previous wording

The following table reconciles net (loss) income to Adjusted EBITDA for the three months ended March 31, 2026 and 2025 (in thousands):

Current wording

The following table reconciles net (loss) income to Adjusted EBITDA for the three and six months ended June 30, 2026 and 2025 (in thousands):

Previous wording

Free Cash Flow is a key performance measure that our management uses to assess our liquidity. Because Free Cash Flow facilitates internal comparisons of our historical liquidity on a more consistent basis, we use this measure for business planning purposes. “Free Cash Flow” is defined as net cash provided by operating activities, less purchases of property, equipment, and intangible assets and investment in website development and internal-use software in investing activities.

Current wording

Free Cash Flow is a key performance measure that our management uses to assess our liquidity. Because Free Cash Flow facilitates internal comparisons of our historical liquidity on a more consistent basis, we use this measure for business planning purposes. “Free Cash Flow” is defined as net cash (used in) provided by operating activities, less purchases of property, equipment, and intangible assets and investment in website development and internal-use software in investing activities.

Previous wording

The following table reconciles net cash provided by operating activities to Free Cash Flow for the three months ended March 31, 2026 and 2025 (in thousands):

Current wording

The following table reconciles net cash (used in) provided by operating activities to Free Cash Flow for the three and six months ended June 30, 2026 and 2025 (in thousands):

Previous wording

Some of the limitations of Free Cash Flow include (i) Free Cash Flow does not represent our residual cash flow for discretionary expenditures and our non-discretionary commitments, and (ii) Free Cash Flow includes capital expenditures, the benefits of which may be realized in periods subsequent to those in which the expenditures took place. In evaluating Free Cash Flow, you should be aware that in the future we will have cash outflows similar to the adjustments in this presentation. Our presentation of Free Cash Flow should not be construed as an inference that our future results will be unaffected by these cash outflows or any unusual or non-recurring items. When evaluating our performance, you should consider Free Cash Flow in addition to, and not as a substitute for, other financial performance measures, including our net cash provided by operating activities and other U.S. GAAP results.

Current wording

Some of the limitations of Free Cash Flow include (i) Free Cash Flow does not represent our residual cash flow for discretionary expenditures and our non-discretionary commitments, and (ii) Free Cash Flow includes capital expenditures, the benefits of which may be realized in periods subsequent to those in which the expenditures took place. In evaluating Free Cash Flow, you should be aware that in the future we will have cash outflows similar to the adjustments in this presentation. Our presentation of Free Cash Flow should not be construed as an inference that our future results will be unaffected by these cash outflows or any unusual or non-recurring items. When evaluating our performance, you should consider Free Cash Flow in addition to, and not as a substitute for, other financial performance measures, including our net cash (used in) provided by operating activities and other U.S. GAAP results.

Previous wording

Our consolidated revenue primarily comprises online sales of health and wellness products through our websites and mobile applications, including prescription and non-prescription products, as well as services, primarily consisting of medical consultation services, post-consultation service support, and delivery of laboratory testing results, as applicable. Additionally, revenue is generated through wholesale arrangements.

Current wording

Our consolidated revenue primarily comprises online sales of health and wellness products through our websites and mobile applications, including prescription and non-prescription products, as well as services, primarily consisting of medical consultation services, membership-based access, post-consultation service support, and delivery of laboratory testing results, as applicable. Additionally, revenue is generated through wholesale arrangements.

Previous wording

Our gross profit represents total revenue less our total cost of revenue, and our gross margin is our gross profit expressed as a percentage of our total revenue. Our gross profit and gross margin have been and will continue to be affected by a number of factors, including the prices we charge for our products and services, the costs we incur from our vendors for certain components of our cost of revenues, the mix of the various products and services we sell in a period including the launch of new offerings, the volume of fulfillment through internal fulfillment capabilities, and our ability to sell our inventory. Our gross margin may decrease throughout fiscal year 2026, primarily as a result of the 2026 US WL Announcement. While we expect our gross margin to fluctuate from period to period depending on these and other factors, over the long term we expect gross margin to stabilize as we continue to scale our business and increase our ability to negotiate and optimize more favorable costs of revenue, as well as integrate new acquisitions.

Current wording

Our gross profit represents total revenue less our total cost of revenue, and our gross margin is our gross profit expressed as a percentage of our total revenue. Our gross profit and gross margin have been and will continue to be affected by a number of factors, including the prices we charge for our products and services, the costs we incur from our vendors for certain components of our cost of revenues, the mix of the various products and services we sell in a period including the launch of new offerings, the volume of fulfillment through internal fulfillment capabilities, and our ability to sell our inventory. Our gross margin is expected to remain below comparative periods in the near term, primarily as a result of the 2026 US WL Announcement and recent international acquisitions. While we expect our gross margin to fluctuate from period to period depending on these and other factors, over the long term we expect gross margin to stabilize as we continue to scale our business and increase our ability to negotiate and optimize more favorable costs of revenue, as well as integrate new acquisitions.

Previous wording

The largest component of our marketing expenses consists of our discretionary customer acquisition costs. Customer acquisition costs, also called paid marketing expense, are the advertising and media costs associated with our efforts to acquire new customers, promote our brands, and build awareness for our products and services. Customer acquisition costs include advertising in digital media, social media, television, radio, out-of-home media, and various other media outlets and exclude content production costs. Marketing expenses also include overhead expenses, including salaries, benefits, taxes, and stock-based compensation for personnel; agency, contractor, and consulting expenses; content production, software, and other marketing operating costs. Marketing is an important driver of growth and we intend to continue to make significant investments in customer acquisition and our marketing organization. Historically, our marketing expenses have increased quarter-over-quarter, though marketing expenses may fluctuate from period to period due to the timing and discretionary nature of these expenses. While marketing expenses may fluctuate as a percentage of revenue, we expect total marketing expenses as a percentage of revenue to continue to decrease over the long term.

Current wording

The largest component of our marketing expenses consists of our discretionary customer acquisition costs. Customer acquisition costs, also called paid marketing expense, are the advertising and media costs associated with our efforts to acquire new customers, promote our brands, and build awareness for our products and services. Customer acquisition costs include advertising in digital media, social media, television, radio, out-of-home media, and various other media outlets and exclude content production costs. Marketing expenses also include overhead expenses, including salaries, benefits, taxes, and stock-based compensation for personnel; agency, contractor, and consulting expenses; content production, software, and other marketing operating costs. Marketing is an important driver of growth and we intend to continue to make significant investments in customer acquisition and our marketing organization. Marketing expenses may fluctuate from period to period due to the timing and discretionary nature of these expenses. While marketing expenses may fluctuate as a percentage of revenue, we expect total marketing expenses as a percentage of revenue to continue to decrease over the long term.

Previous wording

Total other (expense) income, net primarily consists of changes in fair value of equity securities and liabilities, as well as interest income. Additionally, total other (expense) income, net includes expenses associated with our debt, as well as non-operating and one-time charges classified outside of operating expenses. Interest income is driven by our cash and cash equivalents and available-for-sale investments and fluctuates from period to period based on balances and applicable interest rates. Interest expense is related to the amortization of debt discount and issuance costs on our debt, as well as applicable interest on any borrowings under our revolving credit facility.

Current wording

Total other income (expense), net primarily consists of changes in fair value of equity securities and liabilities, as well as interest income. Additionally, total other income (expense), net includes expenses associated with our debt, as well as non-operating and one-time charges classified outside of operating expenses. Interest income is driven by our cash and cash equivalents and available-for-sale investments and fluctuates from period to period based on balances and applicable interest rates. Interest expense is related to the amortization of debt discount and issuance costs on our debt, applicable interest on any borrowings under our revolving credit facility, and accretion of the discount related to deferred acquisition payable balances.

Previous wording

Benefit from (provision for) income taxes primarily consists of the impacts of pre-tax losses, federal and state tax credits, and windfall tax benefits, partially offset by officer compensation limitations and acquisition-related addbacks. Deferred tax assets are reduced by a valuation allowance to the extent management believes it is not more likely than not to be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management makes estimates and judgments about future taxable income based on assumptions that are consistent with our plans and estimates. If and when we conclude that we are more likely than not to utilize some or all of our deferred tax assets, we release some or all of our valuation allowance and our tax provision will decrease in the period in which we make such determination, which will cause a corresponding one-time increase to net income. Any future releases of our current valuation allowance would be immaterial to the unaudited condensed consolidated statements of operations.

Current wording

Benefit from (provision for) income taxes primarily consists of the impacts of pre-tax losses, federal and state tax credits, and windfall tax benefits, partially offset by officer compensation limitations and acquisition-related addbacks. Deferred tax assets are reduced by a valuation allowance to the extent management believes it is not more likely than not to be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management makes estimates and judgments about future taxable income based on assumptions that are consistent with our plans and estimates. If and when we conclude that we are more likely than not to utilize some or all of our deferred tax assets, we release some or all of our valuation allowance and our tax provision will decrease in the period in which we make such determination, which will cause a corresponding one-time increase to net income.

Current wording

Comparisons for the three and six months ended June 30, 2026 and 2025

Previous wording

The following table sets forth our unaudited condensed consolidated statement of operations for the three months ended March 31, 2026 and 2025, and the dollar and percentage change between the two periods (dollars in thousands):

Current wording

The following table sets forth our unaudited condensed consolidated statement of operations for the three and six months ended June 30, 2026 and 2025, and the dollar and percentage change between the two periods (dollars in thousands):

Previous wording

Revenue was $608.1 million for the three months ended March 31, 2026, compared to $586.0 million for the three months ended March 31, 2025, an increase of $22.1 million, or 4%. For a detailed discussion of this increase, refer to the “Revenue and Key Business Metrics” section.

Current wording

Revenue was $753.2 million for the three months ended June 30, 2026, compared to $544.8 million for the three months ended June 30, 2025, an increase of $208.4 million, or 38%. Revenue was $1,361.3 million for the six months ended June 30, 2026, compared to $1,130.8 million for the six months ended June 30, 2025, an increase of $230.5 million, or 20%. For a detailed discussion of these increases, refer to the “Revenue and Key Business Metrics” section.

Previous wording

Cost of revenue was $211.3 million for the three months ended March 31, 2026, compared to $155.3 million for the three months ended March 31, 2025, an increase of $56.0 million, or 36%. This increase was primarily due to increased product and packaging costs of approximately 47%, increased shipping costs of 10%, and increased costs associated with medical consultation services of 4% compared to the three months ended March 31, 2025. This increase in cost of revenue for the three months ended March 31, 2026 was primarily due to our weight loss offerings, some of which have higher product and packaging costs and shipping costs compared to our other offerings, including as a result of the 2026 US WL Announcement, as well as overall increased business activity with the addition of new Subscribers and our recent acquisitions. Cost of revenue for the three months ended March 31, 2026 included $28.5 million of non-recurring restructuring and other related charges, consisting of inventory write-downs, in connection with the 2026 US WL Announcement.

Current wording

Cost of revenue was $272.4 million for the three months ended June 30, 2026, compared to $128.6 million for the three months ended June 30, 2025, an increase of $143.8 million, or 112%. This increase was due to increased product and packaging costs of 141%, increased shipping costs of 56%, and increased costs associated with medical consultation services of 30%, compared to the three months ended June 30, 2025. Cost of revenue was $483.7 million for the six months ended June 30, 2026, compared to $284.0 million for the six months ended June 30, 2025, an increase of $199.8 million, or 70%. This increase was primarily due to increased product and packaging costs of 89%, increased shipping costs of 31%, and increased costs associated with medical consultation services of 17% compared to the six months ended June 30, 2025. These increases in cost of revenue for the three and six months ended June 30, 2026 were primarily due to our weight loss offerings, some of which have higher product and packaging costs and shipping costs compared to our other offerings, including as a result of the 2026 US WL Announcement, as well as overall increased business activity with the addition of new Subscribers and our recent acquisitions. There were no non-recurring restructuring and other related charges in connection with the 2026 US WL Announcement impacting cost of revenue for the three months ended June 30, 2026. Cost of revenue for the six months ended June 30, 2026 included $28.5 million of non-recurring restructuring and other related charges, consisting of inventory write-downs, in connection with the 2026 US WL Announcement.

Previous wording

Gross profit was $396.8 million for the three months ended March 31, 2026, compared to $430.7 million for the three months ended March 31, 2025, a decrease of $33.9 million, or 8%. Correspondingly, gross margin was 65% for the three months ended March 31, 2026, compared to 73% for the three months ended March 31, 2025. This decrease in gross margin was primarily due to our weight loss offerings, which have shorter shipping cadences and increased fulfillment costs, along with the impact of the growth of our international business and new offerings, and the non-recurring restructuring and other related charges in connection with the 2026 US WL Announcement.

Current wording

June 30, 2025. These decreases in gross margin were primarily due to our weight loss offerings, which have shorter shipping cadences and increased fulfillment costs, along with the impact of the growth of our international business and new offerings, the non-recurring restructuring and other related charges in connection with the 2026 US WL Announcement, and the impact of recent acquisitions.

Previous wording

Operations and support expenses were $96.5 million for the three months ended March 31, 2026, compared to $63.0 million for the three months ended March 31, 2025, an increase of $33.5 million or 53%. The increase in operations and support was primarily driven by an increase in employee compensation (comprising salaries and wages, benefits, taxes, and performance bonuses, and excluding stock-based compensation) of $11.9 million, an increase in order fulfillment and transaction processing of $7.4 million, an increase in depreciation, amortization, and technology costs relating to operations and support functions of $4.9 million, and an increase in stock-based compensation of $3.1 million. Operations and support expenses for the three months ended March 31, 2026 also included $5.0 million of restructuring and other related charges. The increase was partially offset by a decrease in professional services of $1.3 million.

Current wording

Operations and support expenses were $95.5 million for the three months ended June 30, 2026, compared to $66.5 million for the three months ended June 30, 2025, an increase of $29.0 million or 44%. The increase in operations and support was primarily driven by an increase in employee compensation (comprising salaries and wages, benefits, taxes, and performance bonuses and excluding stock-based compensation) of $8.9 million, an increase in order fulfillment and transaction processing of $8.3 million, an increase in depreciation, amortization, and technology costs relating to operations and support functions of $5.7 million, and an increase in stock-based compensation of $2.4 million. Operations and support expenses for the three months ended June 30, 2026 also included less than $5 million of non-recurring restructuring and other related charges. The increase in operations and support was partially offset by a decrease in professional services of $1.1 million. Operations and support expenses were $192.0 million for the six months ended June 30, 2026, compared to $129.5 million for the six months ended June 30, 2025, an increase of $62.5 million or 48%. The increase in operations and support was primarily driven by an increase in employee compensation (comprising salaries and wages, benefits, taxes, and performance bonuses, and excluding stock-based compensation) of $20.7 million, an increase in order fulfillment and transaction processing of $15.7 million, an increase in depreciation, amortization, and technology costs relating to operations and support functions of $10.6 million, and an increase in stock-based compensation of $5.5 million. Operations and support expenses for the six months ended June 30, 2026 also included less than $10 million of non-recurring restructuring and other related charges. The increase was partially offset by a decrease in professional services of $2.3 million.

Previous wording

Technology and development expenses were $46.9 million for the three months ended March 31, 2026, compared to $29.9 million for the three months ended March 31, 2025, an increase of $17.0 million or 57%. The increase in technology and development expenses was primarily driven by an increase in depreciation, amortization, and technology costs of $6.1 million, an increase in employee compensation (comprising salaries and wages, benefits, taxes, and performance bonuses, and excluding stock-based compensation) of $5.0 million, an increase in product development costs of $2.8 million, and an increase in stock-based compensation of $1.9 million.

Current wording

Technology and development expenses were $54.9 million for the three months ended June 30, 2026, compared to $37.8 million for the three months ended June 30, 2025, an increase of $17.1 million or 45%. The increase in technology and development expenses was primarily driven by an increase in depreciation, amortization, and technology costs of $7.9 million, an increase in product development costs of $3.3 million, an increase in professional services of $3.2 million, and an increase in stock-based compensation of $1.4 million. Technology and development expenses were $101.8 million for the six months ended June 30, 2026, compared to $67.8 million for the six months ended June 30, 2025, an increase of $34.1 million or 50%. The increase in technology and development expenses was primarily driven by an increase in depreciation, amortization, and technology costs of $14.0 million, an increase in product development costs of $6.0 million, an increase in employee compensation (comprising salaries and wages, benefits, taxes, and performance bonuses, and excluding stock-based compensation) of $4.4 million, an increase in professional services of $3.5 million, and an increase in stock-based compensation of $3.3 million.

Previous wording

General and administrative expenses were $109.7 million for the three months ended March 31, 2026, compared to $48.6 million for the three months ended March 31, 2025, an increase of $61.1 million, or 126%. The increase in general and administrative expenses was primarily driven by an increase in employee compensation (comprising salaries and wages, benefits, taxes, and performance bonuses, and excluding stock-based compensation) of $15.3 million, an increase in acquisition costs of $8.1 million, an increase in stock-based compensation of $6.9 million, an increase in depreciation, amortization, and technology costs relating to general and administrative functions of $6.7 million, an increase in professional services of $5.6 million, and an increase in insurance premiums of $1.1 million. General and administrative expenses for the three months ended March 31, 2026 also included $15.0 million of legal settlement costs that are considered non-recurring.

Current wording

General and administrative expenses were $165.4 million for the three months ended June 30, 2026, compared to $67.3 million for the three months ended June 30, 2025, an increase of $98.1 million or 146%. The increase in general and administrative expenses was primarily driven by an increase in employee compensation (comprising salaries and wages, benefits, taxes, and performance bonuses, and excluding stock-based compensation) of $24.0 million, an increase in depreciation, amortization, and technology costs relating to general and administrative functions of $10.7 million, an increase in professional services of $4.7 million, an increase in stock-based compensation of $3.0 million, and an increase in insurance premiums of $1.0 million. General and administrative expenses for the three months ended June 30, 2026 also included $47.5 million of legal contingencies that are considered non-recurring. General and administrative expenses were $275.0 million for the six months ended June 30, 2026, compared to $115.9 million for the six months ended June 30, 2025, an increase of $159.2 million, or 137%. The increase in general and administrative expenses was primarily driven by an increase in employee compensation (comprising salaries and wages, benefits, taxes, and performance bonuses, and excluding stock-based compensation) of $39.3 million, an increase in depreciation, amortization, and technology costs relating to general and administrative functions of $17.6 million, an increase in professional services of $10.3 million, an increase in stock-based compensation of $9.9 million, an increase in acquisition costs of $8.3 million, and an increase in insurance premiums of $2.1 million. General and administrative expenses for the six months ended June 30, 2026 also included $62.5 million of legal contingencies that are considered non-recurring.

Previous wording

Total other expense was $23.2 million for the three months ended March 31, 2026, compared to total other income of $2.6 million for the three months ended March 31, 2025, a change of $25.8 million. The change was driven primarily by a loss from the change in fair value of liabilities for the three months ended March 31, 2026 of $17.6 million, a loss from the change in fair value of equity securities for the three months ended March 31, 2026 of $9.7 million, and interest expense of $2.9 million for the three months ended March 31, 2026, compared to $0.1 million for the three months ended March 31, 2025. The decrease was partially offset by interest income for the three months ended March 31, 2026 of $7.9 million, compared to $2.7 million for the three months ended March 31, 2025. The loss on change in fair value of liabilities was related to changes in the fair value of the earn-out liabilities associated with acquisitions, which was primarily driven by the impact of the amendment to the Zava share purchase agreement during the first quarter of 2026; the loss on change in fair value of equity securities was related to unrealized losses on equity securities; the increase in interest expense was driven by the amortization of debt discount and issuance costs on our debt and interest on borrowings under our revolving credit facility; and the increase in interest income was driven by larger balances of cash and cash equivalents and investments during the current period compared to the prior period.

Current wording

Total other income was $4.6 million for the three months ended June 30, 2026, compared to $6.1 million for the three months ended June 30, 2025, a decrease of $1.6 million. The decrease was driven primarily by a loss from the change in fair value of liabilities for the three months ended June 30, 2026 of $4.2 million, interest expense for the three months ended June 30, 2026 of $3.7 million, compared to $1.1 million for the three months ended June 30, 2025, and interest income for the three months ended June 30, 2026 of $6.0 million, compared to $7.2 million for the three months ended June 30, 2025. The decrease was partially offset by a gain from the change in fair value of equity securities for the three months ended June 30, 2026 of $4.7 million. Total other expense was $18.7 million for the six months ended June 30, 2026, compared to total other income of $8.7 million for the six months ended June 30, 2025, a change of $27.4 million. The change was driven primarily by a loss from the change in fair value of liabilities for the six months ended June 30, 2026 of $21.9 million, a loss from the change in fair value of equity securities for the six months ended June 30, 2026 of $4.9 million, and interest expense of $6.6 million for the six months ended June 30, 2026, compared to $1.2 million for the six months ended June 30, 2025. The decrease was partially offset by interest income for the six months ended June 30, 2026 of $13.9 million, compared to $9.9 million for the six months ended June 30, 2025. The loss on change in fair value of liabilities was related to changes in the fair value of the earn-out consideration associated with acquisitions, which for the six months ended June 30, 2026 was primarily driven by the impact of the amendment to the Zava share purchase agreement during the first quarter of 2026; the gain and loss on change in fair value of equity securities was related to unrealized gains and losses on equity securities; the increase in interest expense was driven by the amortization of debt discount and issuance costs on our debt and interest on borrowings under our revolving credit facility; and the increase in interest income was driven by larger balances of cash and cash equivalents and investments during the current period compared to the prior period.

Previous wording

Benefit from income taxes was $9.4 million for the three months ended March 31, 2026, compared to a provision for income taxes of $11.0 million for the three months ended March 31, 2025. The benefit from income taxes for the three months ended March 31, 2026 was primarily due to the tax effect of pre-tax losses, impacts of windfall tax benefits, and research and development tax credits, partially offset by acquisition-related addbacks and officer compensation adjustments. The provision for the three months ended March 31, 2025 was primarily due to taxes on income during the period.

Current wording

Benefit from income taxes was $6.3 million for the three months ended June 30, 2026, compared to $9.7 million for the three months ended June 30, 2025. Benefit from income taxes was $15.8 million for the six months ended June 30, 2026, compared to a provision for income taxes of $1.4 million for the six months ended June 30, 2025. The benefit from income taxes for the three and six months ended June 30, 2026 was primarily due to the tax effect of pre-tax losses, impacts of windfall tax benefits, and research and development tax credits, partially offset by acquisition-related addbacks and officer compensation adjustments. The provision for the three and six months ended June 30, 2025 was primarily due to taxes on income during the period.

Previous wording

As of March 31, 2026, our principal sources of liquidity totaled $750.9 million, consisting of (i) cash and cash equivalents, which are primarily invested in interest-bearing cash accounts and money market funds; and (ii) short-term available-for-sale investments, which are invested in government and government agency securities and corporate bonds.

Current wording

As of June 30, 2026, our principal sources of liquidity totaled $841.0 million, consisting of (i) cash and cash equivalents, which are primarily invested in interest-bearing cash accounts and money market funds; and (ii) short-term available-for-sale investments, which are invested in government and government agency securities and corporate bonds.

Previous wording

Our future capital requirements will depend on many factors, including the number of orders we receive, the size of our customer base, the continuing market acceptance of telehealth, and the timing and extent of spend to support the expansion of sales, marketing, development activities, and our Facilities, which may be impacted by inflationary, recessionary, supply chain, or other macroeconomic factors, including the impact of trade actions. We expect to continue to pursue opportunities to expand our manufacturing and internal fulfillment capabilities as well as acquire or invest in complementary businesses (including our Proposed Acquisition of Eucalyptus), services, and technologies, including intellectual property rights. From time to time, we order inventory with sufficient lead time in order to ensure our ability to fulfill customer demand for supply chain, seasonality, or other reasons, which may have an impact on our cash and cash equivalents in a given quarter. This may include purchases of inventory for our branded weight loss offerings, which would require upfront use of cash and cash equivalents prior to the settlement of any applicable manufacturer’s discount and rebate receivables related to the associated vendor supply agreements. We may also use our cash and cash equivalents to repurchase up to $225.0 million of our Class A common stock through November 11, 2028 at management’s discretion pursuant to our 2025 Share Repurchase Program. Additionally, as market conditions warrant, we may, from time to time, repurchase our outstanding 2030 Convertible Notes in the open market, in privately negotiated transactions, by tender offer, by exchange transaction, or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity, and other factors and may be commenced or suspended at any time. The amounts involved and total consideration paid may be material to the consolidated financial statements. We have based our estimate of our future capital requirements on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may be required to seek additional equity or debt financing. 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. If we are unable to raise or access additional capital when desired, our business, financial condition, and results of operations would be harmed.

Current wording

Our future capital requirements will depend on many factors, including the number of orders we receive, the size of our customer base, the continuing market acceptance of telehealth, and the timing and extent of spend to support the expansion of sales, marketing, development activities, and our Facilities, which may be impacted by inflationary, recessionary, supply chain, or other macroeconomic factors, including the impact of trade actions. We expect to continue to pursue opportunities to expand our manufacturing and internal fulfillment capabilities, and may acquire or invest in complementary businesses, services, and technologies, including intellectual property rights. From time to time, we order inventory with sufficient lead time in order to ensure our ability to fulfill customer demand for supply chain, seasonality, or other reasons, which may have an impact on our cash and cash equivalents in a given quarter. This may include purchases of inventory for our branded weight loss offerings, which would require upfront use of cash and cash equivalents prior to the settlement of any applicable manufacturer’s discount and rebate receivables related to the associated vendor supply agreements. We may also use our cash and cash equivalents to repurchase up to $225.0 million of our Class A common stock through November 11, 2028 at management’s discretion pursuant to our 2025 Share Repurchase Program. Additionally, as market conditions warrant, we may, from time to time, repurchase our outstanding Convertible Notes in the open market, in privately negotiated transactions, by tender offer, by exchange transaction, or otherwise. Such repurchases, if any, will depend on prevailing market conditions, our liquidity, and other factors and may be commenced or suspended at any time. The amounts involved and total consideration paid may be material to the consolidated financial statements. We have based our estimate of our future capital requirements on assumptions that may prove to be wrong, and we could use our available capital resources sooner than we currently expect. We may be required to seek additional equity or debt financing. 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. If we are unable to raise or access additional capital when desired, our business, financial condition, and results of operations would be harmed.

Previous wording

Net cash provided by operating activities was $89.4 million for the three months ended March 31, 2026. Net cash provided by operating activities included non-cash expense related to stock-based compensation of $36.9 million, restructuring and other related charges included within cost of revenue of $28.5 million, depreciation and amortization of $22.0 million, change in fair value of liabilities of $17.6 million, change in fair value of equity securities of $9.7 million, non-cash acquisition-related costs of $6.4 million, and amortization of debt discount and issuance costs of $1.7 million, partially offset by a net loss of $92.1 million and benefit from deferred taxes of $14.0 million. In addition, a net cash inflow totaling $67.5 million was attributable to changes in operating assets and liabilities, primarily as a result of an increase in accounts payable of $167.6 million, an increase in deferred revenue of $38.0 million, and an increase in accrued liabilities of $10.0 million. This inflow was partially offset by an increase in receivables, net of $116.2 million, which was primarily related to increases in manufacturer’s discount and rebate receivables, an increase in inventory of $20.3 million, an increase in other long-term assets of $8.4 million, and a decrease in earn-out payable of $2.1 million.

Current wording

Net cash provided by operating activities was $53.4 million for the six months ended June 30, 2026. Net cash provided by operating activities included non-cash expense related to stock-based compensation of $79.0 million, depreciation and amortization of $51.4 million, restructuring and other related charges included within cost of revenue of $28.5 million, change in fair value of liabilities of $21.9 million, non-cash acquisition-related costs of $21.3 million, change in fair value of equity securities of $4.9 million, amortization of debt discount and issuance costs of $3.7 million, and impairment of long-lived assets of $1.1 million, partially offset by a net loss of $178.4 million and benefit from deferred taxes of $23.3 million. In addition, a net cash inflow totaling $31.7 million was attributable to changes in operating assets and liabilities, primarily as a result of an increase in accounts payable and accrued liabilities of $413.3 million and an increase in deferred revenue of $3.0 million. This inflow was partially offset by an increase in receivables, net of $329.0 million, which was primarily related to increases in manufacturer’s discount and rebate receivables, an increase in other long-term assets of $30.6 million, an increase in inventory of $14.3 million, and a decrease in earn-out consideration of $7.1 million.

Previous wording

Net cash provided by operating activities was $109.1 million for the three months ended March 31, 2025. Net cash provided by operating activities included net income of $49.5 million, non-cash expense related to stock-based compensation of $24.9 million, and depreciation and amortization of $8.3 million. In addition, a net cash inflow totaling $24.3 million was attributable to changes in operating assets and liabilities, primarily as a result of an increase in deferred revenue of $35.5 million and an increase in accounts payable and accrued liabilities of $18.8 million. This inflow was partially offset by an increase in prepaid expenses and other current assets of $16.4 million and an increase in inventory of $11.7 million.

Current wording

Net cash provided by operating activities was $90.0 million for the six months ended June 30, 2025. Net cash provided by operating activities included net income of $92.0 million, non-cash expense related to stock-based compensation of $60.6 million, and depreciation and amortization of $18.7 million. In addition, a net cash outflow totaling $77.2 million was attributable to changes in operating assets and liabilities, primarily as a result of an increase in inventory of $77.4 million and an increase in prepaid expenses and other current assets of $37.4 million. The increase in inventory was due to investment to help ensure we could continue meeting customer demand for our offerings, including our GLP-1 offerings, as well as investment related to our overall business growth. The increase in prepaid expenses and other current assets was driven primarily by prepayments for income taxes. This outflow was partially offset by an increase in deferred revenue of $23.1 million and an increase in accounts payable and accrued liabilities of $16.9 million.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2026 was $15.4 million, which was due to $137.9 million for the acquisition ofbusinesses, net of cash acquired, related to the YourBio acquisition, $29.8 million in purchases of property, equipment, and intangible assets, $11.2 million in purchases of equity securities, and investments of $6.5 million in website development and internal-use software. This outflow was partially offset by net investment cash inflows of $170.0 million

Current wording

Net cash provided by investing activities for the six months ended June 30, 2026 was $69.1 million, which was due to net investment cash inflows of $467.0 million. This inflow was partially offset by $318.1 million for the acquisition ofbusinesses, net of cash acquired, related to the Eucalyptus acquisition and YourBio merger, $55.8 million in purchases of property, equipment, and intangible assets, investments of $12.8 million in website development and internal-use software, and $11.2 million in purchases of equity securities.

Previous wording

Net cash used in investing activities for the three months ended March 31, 2025 was $32.8 million, which was primarily due to $55.3 million in purchases of property, equipment, and intangible assets, including the cash payments made in connection with the C S Bio Co. asset acquisition, $5.1 million for the acquisition of a business, net of cash acquired, and investments of $3.7 million in website development and internal-use software. This cash outflow was partially offset by $31.3 million in maturities of investments.

Current wording

Net cash used in investing activities for the six months ended June 30, 2025 was $53.9 million, which was primarily due to $101.4 million in purchases of property, equipment, and intangible assets, including the cash payments made in connection with the C S Bio Co. asset acquisition, investments of $8.0 million in website development and internal-use software, and $5.1 million for the acquisition of a business, net of cash acquired. This cash outflow was partially offset by $60.6 million in maturities of investments.

Previous wording

Net cash used in financing activities for the three months ended March 31, 2026 was $77.9 million, which was primarily due to payments for acquisition-related earn-out consideration of $43.7 million and payments for taxes related to net share settlement of equity awards of $39.2 million. This cash outflow was partially offset by proceeds from exercise of vested stock options of $5.0 million.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2026 was $263.9 million, which was primarily due to proceeds from issuance of convertible senior notes, net of debt discount of $390.4 million, proceeds from exercise of vested stock options of $13.0 million, and proceeds from employee stock purchase plan of $3.8 million. This cash inflow was partially offset by payments for taxes related to net share settlement of equity awards of $62.3 million, payments for acquisition-related earn-out consideration of $43.7 million, and purchases of capped calls related to convertible senior notes of $36.7 million.

Previous wording

Net cash used in financing activities for the three months ended March 31, 2025 was $23.0 million, which was primarily due to payments for taxes related to net share settlement of equity awards of $25.7 million and payments for debt issuance costs of $1.2 million. This cash outflow was partially offset by proceeds from the exercise of stock options of $3.9 million.

Current wording

Net cash provided by financing activities for the six months ended June 30, 2025 was $866.2 million, which was primarily due to proceeds from issuance of convertible senior notes, net of debt discount of $970.0 million, proceeds from exercise of vested stock options of $6.5 million, and proceeds from employee stock purchase plan of $3.0 million. This cash inflow was partially offset by payments for taxes related to net share settlement of equity awards of $62.5 million, purchases of capped calls related to convertible senior notes of $47.8 million, and payments for debt issuance costs of $3.0 million.

Previous wording

Our contractual obligations and commitments include operating leases (including one executed but not yet commenced as of period end), earn-out payables, the fair value of earn-out liabilities and other contingent consideration related to acquisitions, and non-cancelable purchase obligations with remaining terms in excess of one year primarily related to cloud-based software contracts used in operations and minimum commitments for inventory purchases. Total contractual obligations and commitments as of March 31, 2026 were $381.2 million, of which $76.0 million was payable within 12 months.

Current wording

Our contractual obligations and commitments include operating leases, earn-out consideration, deferred acquisition payable, and non-cancelable purchase obligations with remaining terms in excess of one year primarily related to cloud-based software contracts used in operations and minimum commitments for inventory purchases. Total contractual obligations and commitments as of June 30, 2026 were $1,195.6 million, of which $662.3 million was payable within 12 months.
Rearranged current paragraphs (1)

Current report — wording carried from elsewhere

Subscribers grew 19% to approximately 2.9 million as of June 30, 2026 as compared to approximately 2.4 million Subscribers as of June 30, 2025. Growth in Subscribers was primarily driven by increased traffic to our platform (through our websites and mobile applications) as a result of our marketing activities, including both ordinary-course marketing campaigns and a specialized Super Bowl marketing campaign in both six month periods, as well as by our recent acquisition of Eucalyptus and improved onsite and customer onboarding experiences.