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The deemed dividend sits three lines under the net income in the same S-1, and each outlet picked a different line. Under both is a subscription that attaches to 94% of rings and now carries the margin.
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Ring activation is where this business gets decided. Oura says roughly 94% of activations convert to a paid membership, and 63% of new members start on the $69.99 annual plan instead of paying $5.99 a month [17][18]. Paid members doubled to 5.0 million over the period [16]. Membership gross margin is 89% [15], which puts gross profit on that $240.5m line at about $214m (0.89 x 240.5) [27], roughly three and a half times the net income Oura reported for the same nine months [31]. Hardware supplies the revenue; membership supplies the profit.
Oura presents the buyback as capital allocation discipline, and the filing has numbers to argue it: the most recent preferred round priced at $53.57 in June 2026 against $14.87 two years earlier, a 260% rise, while implied enterprise value grew 215%, from $3.065bn to $9.656bn [12]. February's tender offer retired preferred at $40.18 a share [8]. Buying back $1,172.9m of stock in nine months, equal to 96.6% of the period's $1,214.5m of revenue [13][28], is part of why the per-share number moved faster than the enterprise number.
The part of the filing that shows operations weakening has nothing to do with preferred stock. Sales and marketing, research and development, and general and administrative expenses in the June quarter came to $248.7m, or 60.9% of that quarter's revenue [25][29]. Adjusted EBITDA for the quarter was $10.7m, a 3% margin against 19% in the March 2025 quarter [24], and the nine-month margin fell to 9% from 12% [26]. That is a spending decision, and it reads clearly without any argument about accounting.
The retention number deserves more scrutiny than the loss number. Oura gives weighted-average 12-month retention of about 85% [17]. It is a company-stated blend with no cohort breakdown behind it in the filing material, and nothing about how deeply members use the app or what happens to a ring after a membership lapses. Attach at activation and renewal at month 13 measure different things, and one averaged figure hides which of the two is holding the 85% up.
For anyone selling hardware with a subscription bolted to it, those are the two lines to keep apart, and Oura's disclosure gives a strong first and a blended second. Ring 5 shipped on 4 June at $399 to $499 [21] into a market where Garmin sells bands with no subscription fee, a pricing risk the filing names itself [22]. The question to put to your own numbers is whether the subscription would still attach if somebody else sold the device. If the answer depends on owning the activation screen, that 89% margin is a distribution position rather than a product one, and it is worth knowing which of the two you are defending.
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The filing notes the price of Oura's most recent preferred round rose from $14.87 in June 2024 to $53.57 in June 2026, a 260% increase, while implied enterprise value grew 215%, from $3.065bn to $9.656bn, and the company offers the gap as evidence of disciplined capital allocation.
In the Form S-1 lodged with the Securities and Exchange Commission, Oura's net income for the nine months to 30 June 2026 is $60.8m.
Directly beneath the net income line, three lines apart in the same filing, sits a deemed dividend to holders of redeemable convertible preferred stock of $985.0m.
Subtracting the $985.0m deemed dividend from $60.8m of net income gives $924.3m, which the filing labels net loss attributable to common stockholders.
According to The Next Web, Reuters reported that Oura had recently turned profitable and the Wall Street Journal told readers the same, while Bloomberg's Subrat Patnaik led on a loss of $924.3m and Business Insider's Kelsey Vlamis carried both figures without reconciling them; all four were reading the same page of the same document.
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Primary filing, single reader
Almost every number here is lifted from one document, and it is the right document: a Form S-1 carries securities liability, and the accounting note quoted identifies the $985.0m as the excess of purchase price over carrying value on repurchased preferred, with $979.5m charged to accumulated deficit. The arithmetic also closes, since $60.8m less $985.0m is the $924.3m the filing labels itself. What the reporting lacks is a second reader: no auditor's view, analyst or accounting specialist appears to test whether this presentation is ordinary, and the figures are interim nine-month and quarterly numbers.
Real scale, scored by the seller
The usage side of this filing has numbers with mass behind them: 5.0 million paid members, double a year earlier; 3.1 million rings in nine months and 3.6 million over the trailing year; membership revenue up 121% to $240.5m at an 89% margin. The qualifiers matter as much. Oura scores its own share of the wearables market at about 2%, revenue per ring has now fallen two years running, and the conversion and retention rates are a company describing itself to prospective buyers of its stock.
Slight, from the issuer itself
The reporting stays close to the page; the headline subtraction is the filing's own. The stretch is Oura's: 260% preferred-price growth held up against 215% enterprise-value growth as evidence of disciplined capital allocation, when the gap is partly what retiring $1,172.9m of stock — 96.6% of the period's revenue, some of it with borrowed money — mechanically produces. The June quarter pulls the other way at a 3% adjusted EBITDA margin, and the profitability headlines described here skipped it.
A prospectus written for a raise
An S-1 is a sales document with a legal spine, and this one arrives with an 18-bank syndicate behind a raise reported in August at up to $3bn. That is the setting in which 94% attach and 85% retention are foregrounded while a 3% quarterly adjusted EBITDA margin sits in a table. The repurchases also moved cash to early investors at 2026 prices ahead of public holders, and the disciplined-capital-allocation gloss on that is Oura's own wording. The Next Web's incentive runs the other way: its story is that four larger outlets misread the page.
Firm on the arithmetic, thinner around it
The central finding rests on a single publisher reading a single document and doing a subtraction anyone can repeat, which holds it firmly while everything adjacent to it holds less so. The account of what Reuters, the Journal, Bloomberg and Business Insider each led on comes from The Next Web alone. The operating figures are interim numbers for a period ended 30 June, and with the share count and price range still blank, none of it can be tied to what public investors will pay.
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1 article · September 6, 2026