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A $985m buyback premium turned Oura's $60.8m profit into a $924.3m loss
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.
The Product Desk · Product desk
What happened
- Oura's Form S-1, filed ahead of a Nasdaq listing on 3 September, puts net income of $60.8m for the nine months to 30 June 2026 three lines above a $985.0m deemed dividend to preferred holders.
- Subtracting the deemed dividend from that net income produces the $924.3m the filing itself labels net loss attributable to common stockholders.
- The deemed dividend is the premium Oura paid to buy preferred shares back above their carrying value, part of $1,172.9m of common and preferred stock it retired during the nine months.
- Oura drew $375.0m on its revolving credit facility over the period and says it used the money primarily to fund those repurchases.
- In the three months to 30 June 2026 the company took in $408.7m of revenue and still recorded a $5.0m loss from operations and a $10.0m net loss.
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Why it matters
- contradiction A reader who saw Reuters and one who saw Bloomberg would think they were looking at two different companies, and per The Next Web neither reconciliation appeared, so the split came from which line each desk picked rather than from anything Oura did.
- constraint The $350.0m still drawn against $371.8m of cash was borrowed to retire equity rather than to build anything, which gives it a claim on listing proceeds before the product plan gets any.
- cost Average revenue per ring is down to $311 from $332 two fiscal years ago, so the paying member rather than the buyer is increasingly who funds the growth.
- exposure The filing names no-fee bands from rivals including Garmin as a pricing risk, and the exposure lands on the membership line: a competitor that removes the subscription prompt from the purchase decision takes the high-margin half.
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.
What to watch
- Whether the preferred converts on listing and clears the $1,617.7m stockholders' deficit the filing shows at 30 June.
- Whether sales and marketing stays near the $103.2m it hit in the June quarter once Oura is reporting publicly.
- Whether an amended S-1 gives cohort retention rather than a single weighted-average figure.