Omada Health, Inc. (OMDA) Business

Item 1. Business

Overview

Our mission is to bend the curve. Our hope is that, one day, tomorrow’s epidemiologists will notice a bend in disease curves, wonder what might be happening, and conclude that part of that impact has been Omada. As part of that mission, we strive to inspire and enable people to make lasting health changes on their own terms. We deliver virtual care between doctor’s visits, providing an engaging, personalized, and integrated experience for the individuals in our programs, which we call our “members.” Our care is designed to improve their health while delivering value for the employers, health insurance companies (“health plans”), health systems, pharmacy benefit managers (“PBMs”), and other entities that cover the cost of our programs. Our platform is grounded in evidence and supported by peer-reviewed clinical research and third-party accreditations, which we believe enhances credibility with customers, our reseller partners, and other stakeholders. We differentiate through our human-led, technology-enabled care model, which combines proactive Care Teams with data-driven tools to deliver personalized support at scale. We call this approach Compassionate Intelligence. We work to develop trust with each member and use technology to help us personalize their experience, enabling us to unlock results at scale.

Since our founding, our programs have had a meaningful, positive impact. As of December 31, 2025, we had more than 2,000 customers, over 886,000 total members enrolled in one or more programs, and had supported nearly two million members since launch. We sell our programs to customers that cover the cost for covered individuals, either by contracting with us directly or by arranging access through entities that we call “channel partners,” which resell our programs to their own end customers. We count a member as enrolled in a program to the extent their participation was billed at least once in the preceding 12 months. We believe our programs serve a clear need for our customers and channel partners as well as our members, which is reinforced by our strong customer satisfaction and member engagement rates. As of December 2025, more than 55% of members in month 12 and more than 50% of members in month 24 of our cardiometabolic programs still engaged with the platform at least once during the respective month. We consider members to be still engaged after one year or two years in the program if, during their twelfth or twenty-fourth month of program participation in a cardiometabolic program, they complete at least one interaction with us, such as logging in or interacting with the Omada mobile app, sending messages to Omada Care Team members, or recording metrics such as weight, blood pressure, or blood glucose values.

We believe we compete effectively based on a combination of clinical rigor, differentiated care delivery, and a scalable go-to-market strategy. In addition, our multi-condition platform enables customers and members to access support for multiple conditions through a single partner, and the high rate of comorbidities across these conditions can be addressed in a more coordinated manner. Our diversified go-to-market strategy further allows flexible deployment across employers, health plans, PBMs, and other channels, supporting broad adoption and long-term relationships.

Our Programs

Omada Cardiometabolic Programs

We launched our first program focused on diabetes prevention in 2012. Since then, we also observed a demand from our customers and channel partners to expand beyond diabetes prevention and weight management and into other conditions, such as the treatment and management of diabetes, hypertension, and high cholesterol as well as supporting members on their glucagon-like peptide-1 agonists (“GLP-1”) weight-loss journeys. We refer to these as our “Cardiometabolic Programs.” The significant overlap across these chronic conditions created a natural growth avenue by enabling a coordinated, context-informed care approach across conditions. Within our Cardiometabolic Programs, we pair members with a dedicated health coach and/or a Certified Diabetes Care and Education Specialist, when clinically appropriate, for the entirety of their experience. We further support our members with third-party connected devices such as connected scales, blood glucose monitors, continuous glucose monitors, and blood pressure monitors, depending on their individual needs, a personalized learning path, nutrition counseling, and support from peer groups to build community.

Omada for Prevention & Weight Health: Omada for Prevention & Weight Health, our first program, focuses on prediabetes and weight management, two critical elements of preventing diabetes and heart disease. Informed by guidelines and recommendations set by the U.S. Preventive Services Task Force and the Centers for Disease Control and Prevention

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“CDC”, the goal of the program is to enable members to lose weight, maintain a healthy weight, and increase physical activity.

Omada for Diabetes: Launched in 2018, Omada for Diabetes is designed to help members with type 1 or type 2 diabetes achieve stable blood glucose levels and meet and reach their A1C reduction goals based in part on treatment guidelines from the ADA. Because most people with type 2 diabetes have obesity or are overweight, we also support members with reaching and maintaining a healthy weight through modifications in diet, exercise, and other behaviors.

Omada for Hypertension: Also launched in 2018, Omada for Hypertension is designed to help reduce members’ blood pressure and help them maintain healthy blood pressure based on clinical protocols recommended by the American Medical Association, the American College of Cardiology, and the American Heart Association. As with type 2 diabetes, hypertension is often comorbid with obesity. We support members in need of weight management in reaching and maintaining a healthy weight through modifications to diet, exercise, and other behaviors.

Omada for Cholesterol: With the first commercial launch expected in 2026 and broad launch planned for 2027, Omada for Cholesterol is designed to help support members with high cholesterol by providing personalized cholesterol support, guidance from a clinical specialist, lessons, and goal setting. This program builds on our current cardiometabolic offerings by providing enrolled members the support they need to make managing lipid risk visible, actionable, and sustainable over time.

Omada GLP-1 Care Track

First launched in 2023, the initial version of our GLP-1 Care Track, currently embedded in our cardiometabolic programs, supports members on a GLP-1 therapy, a class of drugs used to treat certain cardiometabolic conditions, such as diabetes and obesity. This GLP-1 Care Track is designed to support members engaged in our cardiometabolic programs and on a GLP-1 to enable their success before, during, and after GLP-1 therapy. With over 150,000 members across our programs having used GLP-1s as of December 31, 2025, Omada has demonstrated expertise in supporting members currently taking these therapies to make lasting health changes. Through personalized support, education, and the thoughtful deployment of technology resources, we believe we are meeting this dynamic period in the GLP-1 market, aiming to enhance both the clinical impact of these therapies for our members and the economic benefits of GLP-1s. Our GLP-1 Enhanced Care Track builds on this initial groundwork, offering additional resources and support through our virtual programs, including exercise specialists unique to the ECT experience, with the ultimate goal of supporting members to achieve and maintain weight loss long-term, including after discontinuation of GLP-1 therapy. In addition, we recently announced the capability to prescribe GLP-1 therapies and other anti-obesity medications (“AOMs”) as an extension of our GLP-1 support offerings, reflecting our proactive approach to evolving care models and meeting customer needs, while continuing to innovate on traditional care protocols. Our new prescribing capability, launching later this year, is designed to provide broad longitudinal medication support, from the time of the prescription through the duration of a member’s time taking an AOM. This expands our existing offering by adding prescribing and medication management from licensed providers trained in obesity care through a nationally scalable model. Our Compassionate Intelligence approach combines clinical eligibility, health metrics, motivational readiness, and behavioral data to help support prescribing decisions and tailor care plans. This additional capability allows us to provide employers with more choices for how they support their populations, to align with benefit strategy goals, and to help optimize AOM spend and clinical outcomes.

Omada for MSK

Launched by Omada in 2020, Omada for MSK connects individuals to licensed physical therapists for consultation and virtual treatment for musculoskeletal (“MSK”) conditions. Our program provides members access to treatment in as little as 24 hours from enrollment. We match clinically eligible patients with a dedicated physical therapist and provide ongoing access through video visits and asynchronous chat. Omada-affiliated physical therapists assign evidence-based treatment exercises and stretches to members and can assess patient progress through form analysis (by video), range of motion (by computer vision technology), and patient reports (in-app feedback). Members can also access an individualized education curriculum via our education library to help build healthy habits that support recovery and long-term health.

Compassionate Intelligence

Our virtual, between-visit care model combines human care and technology, including AI, to support members over time. Programs are designed to be simple and engaging, and available whenever and wherever members need them. Our

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model is anchored on our Care Teams, technology, and continuous innovation, which together enable a personalized, scalable, and cost-effective health experience.

Member-Facing Application

Our member-facing mobile and web applications are designed to offer a cohesive and integrated experience across all direct interactions we have with our members. Through a single login, members can access interactive lessons, peer groups, social communities, third-party connected devices, meal tracking, our OmadaSpark AI agent and related AI tools described below, and their dedicated Care Team. Once enrolled, a member’s experience is personalized through the app and Care Team communications, including a dynamic home screen that reflects content and activities based on their program and current goals. A continuous feedback loop, informed by our analytics suite, drives ongoing improvement of recommendations, actions, and content.

Care Teams

We believe human relationships and empathy are fundamental drivers of sustainable behavior change. Our Care Teams include health coaches, select relevant specialists, and licensed physical therapists, depending on the program, as well as licensed clinical social workers that provide consultation to our other Care Team members on general behavioral health practices on an as-needed basis. Our Care Teams deliver care within the scope of their credentials and are intended to remain with a member throughout their journey with Omada, which helps them to develop a deeper understanding of each member’s goals, progress, and challenges over time, including behavioral health needs that can affect a member’s ability to work on health goals. Our prescribing capability also incorporates third-party licensed obesity care providers for prescribing AOMs and related medication management.

For behavioral health, our Care Teams are trained by licensed clinical social workers and use tools such as the PHQ‑4 assessment to help surface potential needs and provide support to members when appropriate, while referring members to an employer’s Employee Assistance Program or other resources for needs outside their scope.

Care Team Platform & Additional Technology

Facilitating human connections at scale requires integrated software that supports member experience and Care Team operations. Our integrated technology platform is purpose-built to magnify the impact of our Care Teams and Between-Visit-Care model, and drive operational excellence in a trusted and secure way. The platform is designed for easy navigation, surfaces shared member context, and enables Care Team members to communicate with each other and with members through asynchronous messaging. Proprietary tools and algorithms help prioritize and organize outreach and identify potential high-impact interventions, supporting efficient workflows while maintaining a high-touch member experience.

We receive data from interactions between members, our platform, connected third-party devices, and our Care Teams. As of December 31, 2025, our Care Team Platform received more than 75,000 data points every 60 minutes. We apply artificial intelligence, including machine learning, to help interpret these data, support personalized care protocols, and identify when human outreach is likely to be most effective.

Our platform supports the full lifecycle of our work with customers, channel partners, and members, including benefit eligibility confirmation and enrollment outreach, application and onboarding, device management and fulfillment, member-facing tools and applications, Care Team tools, data capture and storage, and platform and billing infrastructure. Our Care Team Platform and other purpose-built systems, including AI and machine-learning capabilities, support internal efficiencies such as member enrollment optimization, coach capacity planning, device fulfillment, and reporting for customers and channel partners, and have enabled us to scale our Between-Visit Care model while maintaining high clinical quality and a strong member experience.

Connected Devices and Data

Where clinically appropriate, we provide members with connected third-party devices that measure progress and surface real-time data to our platform. Depending on the program, these devices can include scales, blood pressure monitors, blood glucose monitors, and continuous glucose monitors. Most devices are cellular-connected and paired with a member’s account, requiring no setup and transmitting fast, accurate readings directly to Omada. Members gain real-time visibility into how their behaviors affect their health, creating valuable learning moments and engagement, while Care

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Teams use these data to generate insights that further personalize care plans and interventions. For cardiometabolic programs, members receive devices specific to their condition and needs, and related data are integrated into the Omada Care Team Platform to improve insights that support care delivery and product development.

Continuous Innovation

At Omada, we have invested in continuous innovation across our programs, using insights from our robust internal dataset derived from delivering care to nearly two million members since launch, and our cross-functional Omada Insights Lab, a collaboration of teams across clinical, product, design, engineering, and Care Teams. Over time, we have produced improvements to a number of activities in order to drive meaningful impact at scale and reflect our member-centric design approach and commitment to exceptional experiences, including:

AI-Powered Food and Nutrition Insights: OmadaSpark, our AI-powered agent, works directly with members alongside our Care Teams to support instant meal tracking and nutrition education, including meal logging via barcode scanning, photo upload, and voice input with immediate macronutrient feedback. We also built on that foundation to create Meal Map, an AI-driven nutrition experience that helps members understand the quality of their food choices through visual feedback, detailed nutrient analyses, and personalized nutritious recipe suggestions, tailored to member preferences and allergies and informed by a database of over three million foods from more than 150 countries.

Instant Context: We leverage the generative AI capabilities of prominent, third-party large language models, augmented with internal member interaction data, to prepare helpful contextual summaries of member history and circumstances, for use by our Care Teams.

Automatic Message Tagging: We also leverage third-party large language models to analyze and categorize Care Team messages to members, which helps us understand prior interactions and evaluate how different interventions affect member engagement and clinical outcomes.

Smart Recommendations: We have developed our own machine learning algorithms, informed by member interaction data and our content libraries, to power a recommendation engine that surfaces relevant wellness content and resources our clinical teams believe are most relevant to a member’s specific circumstances.

MSK Computer Vision: We leverage and configure third-party computer vision libraries on leading mobile devices, paired with a domain-specific scripting language to enable our affiliated physical therapists to more effectively assess our members' exercise form and range of motion and provide real-time feedback and objective data to support evaluation of movement performance and care plan effectiveness.

Grounded in Evidence Since Day One

In order to realize the full potential of our model, we sought to earn the trust of the existing healthcare ecosystem. Since our founding, we have worked to build bridges between the virtual and traditional (largely in-person) care communities through our commitment to delivering evidence-based care, publishing our clinical outcomes, and earning accreditations and credentials.

We Start with Science: The foundation of each of our programs is an evidence-based intervention that exists in the in-person care setting, such as the CDC’s Diabetes Prevention Program, upon which we have built technology-enabled solutions able to reach patients at scale.

We Deliver Outcomes: We have demonstrated clinical outcomes and economic value across our multi- condition platform, including 30 published, peer-reviewed studies as of December 31, 2025, which allow us to improve our programs and serve as a key differentiator. Across our cardiometabolic programs, peer-reviewed studies have demonstrated meaningful improvements in key clinical measures, including sustained weight loss, reductions in A1C for members with diabetes, and improvements in blood pressure for members with hypertension, with outcomes observed across diverse populations and care settings. In our musculoskeletal program, published studies have shown reductions in pain and improvements in physical function, supporting the effectiveness of our virtual physical therapy model and reinforcing the clinical rigor underlying our multi-condition platform.

We are Assessed by Experts: We believe virtual care should be subject to many of the same quality control expectations as traditional in-person care. This belief has led us to seek and receive recognition or accreditation by an

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independent third-party organization in the healthcare industry relevant to most of our standalone programs. We have received full recognition from the CDC’s Diabetes Prevention Recognition Program for certain deployments of our Omada for Prevention & Weight Health program, meaning that these deployments have met the rigorous standards for quality and the outcomes requirements set forth by the CDC for a diabetes prevention program. We have also received accreditations from the Association of Diabetes Care and Education Specialists (the “ADCES”) for our Diabetes program, the National Committee for Quality Assurance (the “NCQA”) for our type 2 Diabetes and combined Diabetes and Hypertension programs, and the Utilization Review Accreditation Commission (the “URAC”) for our MSK program.

Our Fit in the Evolving Industry Landscape

The rapid expansion of GLP-1 and other specialty medications, rising consumer expectations for integrated and intuitive experiences, acceleration driven by AI, increasing regulatory and clinical rigor, and the growing importance of distribution and access are resetting how chronic care is delivered, evaluated, and paid for. Payers and employers are responding to rising healthcare costs and increasing GLP-1 utilization by seeking demonstrable clinical outcomes, defensible ROI, and integrated, multi-condition platforms that deliver personalized, longitudinal care experiences. In this environment, we believe platforms that combine clinical rigor, multi-condition reach, and evidence based, human-led care are well positioned to partner with employers, health plans, PBMs, and government programs. We further believe that advantage increasingly will accrue to organizations that can deliver additive value alongside powerful medications, provide consumer-grade experiences without sacrificing clinical integrity, and scale responsibly through trusted channels.

With the recent approval of multiple GLP‑1s for the treatment of obesity, diabetes, hypertension, and heart disease, among others, many have approached these therapies as breakthrough standalone medications. In recent years, GLP‑1s have driven dramatic growth in the obesity market. GLP‑1s also can represent a significant cost burden for employers and health plans that cover them, and the lasting value derived from this therapy may be limited after discontinuation.

According to FDA-approved labels as of December 31, 2025, GLP-1 therapies prescribed in adults for obesity or chronic weight management should be prescribed concurrently with a behavioral and lifestyle treatment plan. For those who can and choose to use GLP-1s, behavior change can help increase weight loss and counter the likely weight regain after discontinuation. For those who cannot or choose not to use GLP-1s, behavior change remains a core part of treatment for obesity and related conditions. We believe there remains a critical need to instill lasting behavior change in order to counter drawbacks like loss of muscle mass and maximize the benefits of these therapies. As described in our recently published study of 965 Omada members on GLP-1s, those who persisted on GLP-1s for 12 months and regularly engaged with the Enhanced GLP-1 Care Track lost on average 16.3% of their baseline weight, compared to 11.9% demonstrated in other real world evidence. Additionally, members who discontinued GLP-1 therapies for at least 12 months and stayed on the Enhanced GLP-1 Care Track experienced just 0.8% weight regain, on average, with 63.2% of those members maintaining or continuing to lose weight at 12 months.

Scaled, Diversified Go-to-Market Model

Growth Strategy

Our growth strategy is centered on expanding the number of individuals covered for participation in one or more of our programs by our paying customers, which we call “covered lives,” as well as improving enrollment effectiveness and driving sustained member engagement. We seek to increase the number of individuals with access to our programs by offering multiple products across diverse end markets, deepening relationships with employers, health plans, and pharmacy benefit managers, and expanding distribution through a scalable, diversified go-to-market model. We also focus on converting eligible lives into active members through targeted enrollment outreach, multi-program adoption, and continued investment in technology, including tools designed to optimize enrollment and funnel conversion. Finally, we prioritize ongoing member engagement, which we believe supports clinical outcomes, retention, and recurring revenue, through a combination of proactive Care Teams, program enhancements such as our GLP-1 Care Tracks, and technology-enabled features intended to reinforce sustained participation over time.

Go-to-Market Approach

We believe that the breadth of our success is based in part on our diverse, customer-centric go-to-market strategy and our multi-condition approach. Our customers and channel partners are increasingly looking for solutions that effectively serve their members at scale and can be easily integrated within their existing benefits ecosystems.

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Our go-to-market strategy follows a business-to-business-to-consumer motion. We contract with a wide variety of customers and channel partners, including fully insured health plans, self-insured employers, PBMs, and health systems that take on financial risk for some or all of their patients. Our diverse set of channels can offer customers flexibility in how they contract with Omada, either with Omada directly or through a channel partner, which can streamline enrollment, onboarding, and implementation. Our relationships with health plans and PBMs give many employers the flexibility to contract with us in the way they prefer.

Omada’s customer experience and partner management teams are designed to provide seamless customer onboarding, member enrollment support, insightful data reporting, tailored business reviews, product roadmap updates, and more, based on the needs of each customer and channel partner. The strength of our customer relationships is evidenced in our three-year average customer retention rate of over 90%, and our customer satisfaction rate of over 90% for each of program implementation and customer success, each as of December 31, 2025. Our customer satisfaction rate is based on responses received from program implementation and customer success surveys, which we send to the contacts at all customers that launched a new program during the measured period and received customer experience services from us. Results are calculated by a third-party customer experience management vendor, and we consider a customer to be satisfied if they rated our program implementation and ongoing customer success, as applicable, at a 5 or higher on a 7-point scale. Based on our experience and input from this vendor, we believe that our customer satisfaction rates are strong and reflect the value of our services to customers.

We partner with our customers and channel partners across enrollment outreach, onboarding, and implementation with the goal of fostering long-term partnerships, retention, and commercial success. After initial onboarding, we provide reporting tools that offer transparency into their population’s progress including key performance metrics such as enrollment, engagement, clinical outcomes, and satisfaction. We collaborate to develop tailored, multi-channel enrollment outreach programs spanning email, traditional mail, company communications, and workplace collateral that encourage individuals to enroll in an Omada program. Our purpose-built enrollment platform supports the entire go-to-market process from closed sale to member enrollment. We efficiently intake population outreach files, operationalize enrollment outreach strategies, and generate custom reports for customers and channel partners to quantify the success of our efforts.

When supported by our customers’ health plans, we can bill our services through electronic claims, similar to many other healthcare providers. Electronic claims provide more easily analyzed data and can simplify administration and spend tracking. Those claims may also be counted as medical or pharmacy expenses, depending on plan determinations, which differentiates our fees from those for wellness offerings.

A typical member can enroll in our cardiometabolic programs without incurring copays, coinsurance, or deductibles. Members in Omada for MSK may incur copays, coinsurance, or deductibles when receiving physical therapy services, depending on plan design and much like in-person physical therapy.

Seasonality

Historically, we have experienced, and expect to continue to experience, seasonality in our business, with a higher number of closed sales in the late spring and early fall and higher enrollment launch rates in the first and second quarters of the year which results in part from the timing of open enrollment periods of many of our customers.

Competition

While our market is in an early stage of development, it is evolving rapidly and becoming increasingly competitive. We currently face competition from a range of digital health companies, including direct competition from: competitors offering cardiometabolic programs, such as Hello Heart Inc., Lark Technologies, Inc., Livongo (via Teladoc Health, Inc.), Onduo LLC, Vida Health, Inc., and Virta Health Corp.; competitors offering only MSK programs, such as Hinge Health, Inc. and SWORD Health, Inc.; and those that offer both cardiometabolic and MSK programs, such as DarioHealth Corp. In some cases, our competitors also include healthcare providers and health plans that have developed their own digital healthcare platforms or tools, large technology companies that are engaged in or may enter the healthcare industry, including initiatives and partnerships launched by these companies, smaller companies that offer point solutions for one or more chronic conditions, and specialized software providers or device manufacturers. In addition, healthcare providers may choose not to implement a digital health solution at all and instead may continue to rely on traditional, in-person approaches to healthcare. Finally, AI-native companies are launching offerings in the healthcare space, and we expect more companies to expand their AI tools into healthcare in the future. We expect to face increasing competition from current

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competitors, who may be well-established and enjoy greater resources or other strategic advantages to compete for some or all key stakeholders in our markets, as well as new entrants into our market.

We believe the principal competitive factors for our industry include:

•evidence-based care informed by high clinical and quality standards;

•acceptance by employers, health plans, health systems, pharmacy benefit managers, and government entities;

•ability to influence members to improve health and financial outcomes;

•price and billing model;

•level of member enrollments and engagement;

•breadth, depth, and reliability of platform functionality and technology, including integrations with third-party devices;

•ability to support demand and companion care needs for GLP-1 and other AOMs;

•ability to deploy AI technologies to increase speed of innovation and improve operating costs;

•ease of use and convenience for customers, channel partners, and members, including customer integrations;

•level of satisfaction among customers, channel partners, and members;

•ability to recruit and retain skilled employees and Care Team members;

•ability to rapidly innovate and respond to new or changing opportunities, technologies, standards, legislation and regulatory developments, and the needs and requirements of customers and channel partners;

•regulatory compliance; and

•sophisticated compliance and security programs.

While we believe that we compete favorably with respect to these factors, to remain competitive, we will need to continue to focus on, among other things, delivering meaningful and clinically validated outcomes to customers, channel partners, and members through human-led and technology-enabled care; increasing the number of customers and channel partners who offer more than one Omada program; increasing member enrollment rates; enhancing member engagement with our programs; providing a flexible customer experience across contracting, implementation, and account management; and maintaining high levels of data security and member safety.

Sales and Marketing

Sales

We sell our programs directly to customers and through channel partners. Our sales and account management teams are structured to reflect our growth opportunities and to serve our various customers and channel partners:

•Our Employer Sales Team: This team is organized by employer size and is responsible for selling Omada’s programs to new employers and selling additional programs to existing employer customers. Our embedded consultant relations team also builds relationships to help grow Omada awareness amongst benefit consultants in support of sales.

•Our Partner Sales Team: This team engages health plans and PBMs to identify new and expand existing partner channels through which we can sell directly to their end customers through a channel partner relationship or access and enroll their member lives directly. This team also sells to health systems, such as hospitals and other

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large practices, with a focus on health systems that assume the cost of care for their patients and may choose to cover Omada programs for their patients.

•Our Customer Experience and Partner Management Teams: These teams support channel partner and customer relationships on an ongoing basis after the initial sale. They are accountable for account health, customer satisfaction and retention, driving awareness and enrollments, deepening relationships with customers and channel partners, and providing strategic guidance on improving health outcomes across member populations.

Marketing

Our marketing team has two overall functions, each of which plays an important part in our revenue generation strategy. Our B2B marketing team builds our reputation as a preferred solution in the market, and our enrollment outreach team drives member awareness and enrollment for our existing accounts post sale:

•Our B2B Marketing Team: This team is responsible for brand strategy, thought leadership, PR campaigns, and strategic market positioning. The team develops audience-level messaging, product demos, customer value stories, and content strategy and establishes industry presence at important trade shows, conferences, roundtables, and health fairs.

•Our Enrollment Outreach Team: This team is responsible for driving member awareness and enrollment outreach. The team designs and implements the multi-channel enrollment approach for both Omada-led and client-led outreach, including through email, traditional direct mail, company communications, and workplace physical collateral. The team explains our product offerings to prospective members and encourages them to proceed with application and eligibility checks, which precede enrollment. The team also runs our enrollment operations and platform to drive seamless campaign execution at scale.

Intellectual Property

We rely on a combination of trademark, copyright, patent, and trade secret laws, as well as license agreements, confidentiality procedures, and contractual protections with our employees, contractors, affiliates, customers, including channel partners, and other business partners, to establish and protect our intellectual property and proprietary rights.

As of December 31, 2025, we had five issued patents and three pending non-provisional patent applications in the U.S. Due to the nature of our technology and the rapid technological changes that characterize the markets we operate in, we believe that trade secrets and other unpatented know-how relied upon in connection with the development of new products and the enhancement of existing products are generally more important than patent protection in establishing and maintaining a competitive advantage. Nevertheless, we continually review our development efforts to assess the existence and patentability of new intellectual property. As of December 31, 2025, we held four registered trademarks and three applied-for trademarks in the U.S. and also held 15 registered trademarks in foreign jurisdictions. In addition, we have registered domain names for websites that we use in our business, such as www.omadahealth.com.

In the aggregate, our intellectual property assets are of material importance to our business; however, we believe that no single patent, technology, trademark, intellectual property asset, or license is material in relation to our business as a whole. Our currently issued patents are projected to expire beginning in 2039 unless extended or otherwise adjusted.

Human Capital Resources

We care deeply about attracting, motivating, and retaining high-performing talent. Omada strives to be a place where people can be at their best and do their best work. In 2023, 2024, and 2025, we were certified as a “Great Place to Work” by the Great Place to Work Institute.

Our culture is mission-driven, remote-first, and values-focused. Our core values are the foundation of our culture and meant to guide everything we do:

•Cultivate Trust: We listen closely, and we operate with kindness. We provide respectful and candid feedback to each other.

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•Seek Context: We ask to understand, and we build connections. We do our research up front to move faster down the road.

•Act Boldly: We innovate daily to solve problems, improve processes, and find new opportunities for our customers, channel partners, and members.

•Deliver Results: We reward impact over output. We set a high bar. We are not afraid to fail, and we take pride in our work.

•Succeed Together: We prioritize Omada’s progress above team or self. We have fun as we get our work done, and we celebrate together.

•Remember Why We’re Here: We push through the challenges of changing healthcare because we know the destination is worth it.

We aim to provide a differentiated employee value proposition in the market, enabling us to attract and retain high-performing talent. This is true for our corporate staff and our member-facing Care Teams—our health coaches, clinical and behavioral health specialists, and physical therapists—who are core to our mission, as they directly impact the lives of our members through Omada’s scale. We support this level of impact from our Care Teams enabling them to focus on what they do best—coaching to improve the lives of our members. We leverage our Care Team Platform to maximize their focus and impact, and work collaboratively across our teams to ensure we understand and meet our members’ needs across a broad set of conditions from prevention to chronic care management. As a company, we offer a unique combination of benefits to support our employees, grounded in our strong culture and mission and supported by a commitment to learning and development, competitive compensation and benefits, and flexibility through our remote-first way of working and generous paid time-off policies.

As of December 31, 2025, we had 916 full-time employees, and none of our employees were represented by labor unions or covered by collective bargaining agreements. We consider our relationship with our employees to be good, and we have not experienced any work stoppages due to labor disagreements.

Regulatory Environment

Our operations are subject to comprehensive laws and regulation at both the federal and state level, including those relating to healthcare, medical or health-related software, and privacy and security of personal health information. Although we and our affiliated professional entities work to comply with applicable laws and regulations, the laws and regulations governing our business and interpretations of those laws and regulations continue to expand and evolve. For example, while we believe that our software applications are not currently regulated by the FDA as medical devices or otherwise subject to the FDA’s current enforcement discretion policies applicable to software, the FDA may modify its enforcement policies with respect to medical software products, and our software applications may become subject to extensive regulatory requirements. As the applicable laws and regulations change, we may make conforming modifications in our business from time to time.

Healthcare Fraud and Abuse Laws

We and our affiliated professional entities are subject to a number of federal and state healthcare regulatory laws that restrict certain business practices in the healthcare industry. These laws include, but are not limited to, federal and state anti-kickback, false claims, self-referral, and other healthcare fraud and abuse laws.

The federal Anti-Kickback Statute (the “AKS”) prohibits, among other things, knowingly and willfully offering, paying, soliciting, or receiving remuneration, directly or indirectly, in cash or kind, to induce or reward either the referral of an individual for, or the purchase, order, or recommendation of, any good or service, for which payment may be made under federal and state healthcare programs such as Medicare and Medicaid. A person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation. The AKS includes statutory exceptions and regulatory safe harbors that protect certain arrangements. Failure to meet the requirements of a safe harbor, however, does not render an arrangement illegal. Rather, the government may evaluate such arrangements on a case-by-case basis, taking into account all facts and circumstances, including the parties’ intent and the arrangement’s potential for abuse, and arrangements may be subject to greater scrutiny by enforcement agencies.

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The Stark Law prohibits a physician who has a financial relationship, or who has an immediate family member who has a financial relationship, with entities providing designated health services (“DHS”) from referring Medicare and Medicaid patients to such entities for the furnishing of DHS, unless an exception applies. The Stark Law also prohibits the entity from billing for any such prohibited referral. Unlike the AKS, the Stark Law is violated if the financial arrangement does not meet an applicable exception, regardless of any intent by the parties to induce or reward referrals or the reasons for the financial relationship and the referral.

The Federal False Claims Act (the “FCA”) prohibits a person from knowingly presenting, or causing to be presented, a false or fraudulent request for payment from the federal government or from making a false statement or using a false record to have a claim approved. The FCA further provides that a lawsuit thereunder may be initiated in the name of the U.S. by an individual (a “whistleblower”) who is an original source of the allegations. Moreover, the government may assert that a claim including items and services resulting from a violation of the AKS or the Stark Law constitutes a false or fraudulent claim for purposes of the civil FCA. Penalties for a violation of the FCA include fines for each false claim, plus up to three times the amount of damages caused by each false claim.

Further, the Civil Monetary Penalties Statute authorizes the imposition of civil monetary penalties, assessments, and exclusion against an individual or entity based on a variety of prohibited conduct, including, but not limited to, offering remuneration to a federal healthcare program beneficiary that the individual or entity knows or should know is likely to influence the beneficiary to order or receive healthcare items or services from a particular provider.

The Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009, and regulations implemented thereunder (collectively, “HIPAA”), also established federal criminal statutes that prohibit, among other things, knowingly and willfully executing, or attempting to execute, a scheme to defraud any healthcare benefit program, including private third-party payers, and knowingly and willfully falsifying, concealing, or covering up a material fact or making any materially false, fictitious, or fraudulent statement in connection with the delivery of or payment for healthcare benefits, items, or services. Similar to the AKS, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it in order to have committed a violation.

Several states in which we operate also have adopted similar fraud and abuse laws as described above. The scope of these laws and the interpretations of them vary from state to state and are enforced by state courts and regulatory authorities, each with broad discretion. Some state fraud and abuse laws apply to items or services reimbursed by any payer, including patients and commercial insurers, not just those reimbursed by a federally funded healthcare program.

Violation of any of these laws or any other governmental regulations that apply may result in significant penalties, including, without limitation, administrative civil and criminal penalties, damages, disgorgement, fines, additional reporting requirements and compliance oversight obligations, contractual damages, the curtailment or restructuring of operations, exclusion from participation in government healthcare programs, and/or imprisonment.

Healthcare Reform

In the U.S., there have been, and we expect there will continue to be, a number of legislative and regulatory changes to the healthcare system, many of which are intended to contain or reduce healthcare costs. By way of example, the Affordable Care Act (the “ACA”) substantially changed the way healthcare is financed by both governmental and private insurers. Since its enactment, there have been judicial, executive, and Congressional challenges to certain aspects of the ACA. On June 17, 2021, the U.S. Supreme Court dismissed the most recent judicial challenge to the ACA without specifically ruling on the constitutionality of the ACA.

In addition, the ACA requires (with limited exceptions) that private health plans cover certain recommended preventive services without imposing member cost-sharing, such as copayments, co-insurance, or deductibles. For these purposes, “preventive services” refer to services selected by certain agencies, including the U.S. Preventive Services Task Force. Qualified health plans for individuals and the small-group market must also cover certain “essential benefits,” including chronic disease management, although those plans may meet that ACA requirement with other services and are not required to cover Omada’s programs specifically. Any changes to these coverage requirements and/or cost-sharing prohibitions could materially and adversely affect our business, financial condition, and results of operations.

Separately, individuals covered by high-deductible health plans (“HDHPs”) may receive preventive care, including certain preventive services identified by agencies like the U.S. Preventive Services Task Force and certain other items

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identified by the U.S. Internal Revenue Service (the “IRS”), without cost-sharing, even if the high deductible has not yet been met, while remaining eligible to make health savings account (“HSA”) contributions. HDHP participants may also receive disease management or wellness programs that do not provide significant benefits in the nature of medical care or treatment, without cost-sharing, even if the high deductible has not yet been met, while remaining eligible to make HSA contributions.

Although the ACA’s delegation to the U.S. Preventive Services Task Force to recommend preventive services for ACA-compliant plans was challenged in Braidwood Management Inc., et al. v. Xavier Becerra, et al., the authority to make that delegation was confirmed by the U.S. Supreme Court in June 2025. As a result, the U.S. Preventive Services Task Force recommendations that are approved by the Secretary of Health and Human Services are mandatory for ACA-compliant plans. Additionally, the IRS has issued guidance indicating that those same recommended services will continue to be considered preventive care that does not affect HSA eligibility for a HDHP participant. Nevertheless, any future changes to this guidance or to the types of care that HDHP participants may receive without cost-sharing may require us to collect cost-sharing for those individuals, cause fewer customers and channel partners to make our programs available, cause fewer covered individuals to choose to enroll in our programs, and materially and adversely affect our business, financial condition, results of operations, and prospects.

In July 2025, the One Big Beautiful Bill Act (the “OBBBA”) was enacted, which imposes significant reductions in the funding of the Medicaid program and restrictions for certain groups to access the ACA Marketplace. These changes are expected to decrease the number of persons enrolled in Medicaid and reduce the services covered by Medicaid and may result in an increase in the number of individuals who are unable to access health insurance benefits and medical care. OBBBA also, however, expands access to telehealth and other remote-care services for individuals who are covered by HDHPs by permanently extending the previous, COVID-era safe harbor permitting HDHPs to cover these services without cost-sharing.

We expect that additional state and federal healthcare reform measures will be adopted in the future, any of which could limit the amounts that federal and state governments and other third-party payers will pay for healthcare products and services.

Data Privacy and Security Laws

Numerous state, federal, and foreign laws, regulations, and standards govern the collection, use, access to, confidentiality, and security of health-related and other personal information. In the U.S., federal and state laws and regulations, including data breach notification laws, health information privacy and security laws, such as HIPAA, and federal and state consumer protection laws and regulations, such as Section 5 of the Federal Trade Commission Act, that govern the collection, use, disclosure, and protection of health-related and other personal information could apply to our operations or the operations of our partners. In addition, certain state and foreign laws, such as the California Consumer Privacy Act, as amended by the California Privacy Rights Act (collectively, “CCPA”), govern the privacy and security of personal information, including health-related information in certain circumstances, some of which are more stringent than HIPAA and many of which differ from each other in significant ways and may not have the same effect, thus complicating compliance efforts. Failure to comply with these laws, where applicable, can result in the imposition of significant civil and/or criminal penalties and private litigation. Privacy and security laws, regulations, and other obligations are constantly evolving, may conflict with each other to complicate compliance efforts, and can result in investigations, proceedings, or actions that lead to significant civil and/or criminal penalties and restrictions on data processing.

For example, HIPAA imposes privacy, security, and breach notification obligations on certain healthcare providers, health plans, and healthcare clearinghouses, known as covered entities, as well as their business associates that perform certain services that involve creating, receiving, maintaining, or transmitting individually identifiable health information for or on behalf of such covered entities, and their covered subcontractors. Entities found to be in violation of HIPAA as the result of a breach of unsecured protected health information (“PHI”), a complaint about privacy practices, or an audit by the U.S. Department of Health and Human Services (“HHS”) may be subject to significant civil, criminal, and administrative fines and penalties and/or additional reporting and oversight obligations if required to enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, HIPAA authorizes state Attorneys General to file suit on behalf of their residents, and its standards have been used as the basis for duty of care in state civil suits such as those for negligence or recklessness in the misuse or breach of PHI.

U.S. Food and Drug Administration

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The FDA regulates medical or health-related software, including machine learning functionality and predictive algorithms, if such software falls within the definition of a “medical device” under the Federal Food, Drug, and Cosmetic Act (the “FDCA”). Historically, the FDA has exercised enforcement discretion for certain low-risk software functions and has issued several guidance documents outlining its approach to the regulation of certain software functionality as a medical device. In addition, the FDCA excludes certain types of software from the definition of a medical device, including certain medical-related software used for administrative support at a healthcare facility, software intended for maintaining or encouraging a healthy lifestyle, certain software designed to store electronic health records, software for transferring, storing, or displaying medical device data or in vitro diagnostic data, and certain clinical decision support software. We believe our current software applications for our Care Teams generally provide clinical decision support functionality that is exempt from the FDCA’s definition of a “medical device.” Our current software applications and AI technologies only deliver recommendations directly to members in a manner intended for maintaining or encouraging a healthy lifestyle, and we believe that this functionality is also exempt from the FDCA’s definition of a “medical device.”

The FDA also regulates as medical devices certain of the connected devices provided to members in connection with our programs. These connected devices include blood pressure monitors and blood glucose monitors (including continuous glucose monitors). In the U.S., the FDCA, as well as FDA regulations and other federal and state statutes and regulations, govern, among other things, medical device design and development, preclinical and clinical testing, device safety, premarket clearance and approval, establishment registration and device listing, manufacturing, labeling, storage, record-keeping, advertising, and promotion, sales, and distribution, export and import, recalls and field safety corrective actions, and post-market surveillance, including complaint handling and medical device reporting of adverse events. Failure to comply with applicable requirements may subject a company to a variety of administrative or judicial sanctions, such as warning or untitled letters, product recalls, product seizures, total or partial suspension of production or distribution, injunctions, fines, civil penalties, and criminal prosecution. The FDA can also refuse to approve or clear pending product applications. We do not manufacture, reprocess, repackage, remanufacture, import, export, or act as a specification developer for the medical devices we provide to members, nor have we sought or obtained 510(k) clearance, PMA approval, or other marketing authorizations for the connected devices provided in connection with our programs. We are wholly reliant on our suppliers and contract manufacturers to obtain the requisite marketing authorizations for their products and to comply with applicable FDA regulations and other legal requirements.

FDA premarket clearance and approval requirements—Unless an exemption applies, each medical device commercially distributed in the U.S. requires either FDA clearance of a 510(k) premarket notification, or approval of a premarket approval application (“PMA”). Under the FDCA, medical devices are classified into one of three classes—Class I, Class II, or Class III—depending on the degree of risk associated with each medical device and the extent of manufacturer and regulatory control needed to ensure its safety and effectiveness. Class I includes devices with the lowest risk to the patient and are those for which safety and effectiveness can be assured by adherence to the FDA’s General Controls for medical devices, which include compliance with the applicable portions of the Quality Management System Regulation (“QMSR”), facility registration and product listing, reporting of adverse medical events, and truthful and non-misleading labeling, advertising, and promotional materials. Class II devices are subject to the FDA’s General Controls, and special controls as deemed necessary by the FDA to ensure the safety and effectiveness of the device. These special controls can include performance standards, post-market surveillance, patient registries, and FDA guidance documents.

While most Class I devices are exempt from the 510(k) premarket notification requirement, manufacturers of most Class II devices are required to submit to the FDA a premarket notification under Section 510(k) of the FDCA requesting permission to commercially distribute the device. The FDA’s permission to commercially distribute a device subject to a 510(k) premarket notification is generally known as 510(k) clearance. Devices deemed by the FDA to pose the greatest risks, such as life-sustaining, life-supporting, or some implantable devices, or devices that have a new intended use, or use advanced technology that is not substantially equivalent to that of a legally marketed device, are placed in Class III, requiring approval of a PMA. Some pre-amendment devices are unclassified but are subject to the FDA’s premarket notification and clearance process in order to be commercially distributed.

Postmarket regulation—After a device is cleared or approved for marketing, numerous and pervasive regulatory requirements continue to apply. These include:

•establishment registration and device listing with the FDA;

•QMSR requirements, which require manufacturers, including third-party manufacturers, to follow stringent design, testing, control, documentation, and other quality assurance procedures during all aspects of the design and manufacturing process;

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•labeling and marketing regulations, which require that promotion is truthful, not misleading, fairly balanced, and provides adequate directions for use and that all claims are substantiated, and also prohibit the promotion of products for unapproved or “off-label” uses and impose other restrictions on labeling;

•clearance or approval of product modifications to 510(k)-cleared devices that could significantly affect safety or effectiveness or that would constitute a major change in intended use;

•medical device reporting regulations, which require that a manufacturer report to the FDA if a device it markets may have caused or contributed to a death or serious injury, or has malfunctioned and the device or a similar device that it markets would be likely to cause or contribute to a death or serious injury, if the malfunction were to recur;

•correction, removal, and recall reporting regulations, which require that manufacturers report to the FDA field corrections and product recalls or removals if undertaken to reduce a risk to health posed by the device or to remedy a violation of the FDCA that may present a risk to health;

•complying with requirements governing Unique Device Identifiers on devices and also requiring the submission of certain information about each device to the FDA’s Global Unique Device Identification Database;

•the FDA’s recall authority, whereby the agency can order device manufacturers to recall from the market a product that is in violation of governing laws and regulations; and

•post-market surveillance activities and regulations, which apply when deemed by the FDA to be necessary to protect the public health or to provide additional safety and effectiveness data for the device.

Manufacturers of medical device products marketed in the U.S. are required to comply with the applicable portions of the QMSR, which cover the methods and the facilities and controls for the design, manufacture, testing, production, processes, controls, quality assurance, labeling, packaging, distribution, installation, and servicing of finished devices intended for human use. The QSR also requires, among other things, maintenance of a device master file, device history file, and complaint files. Device manufacturers are also subject to periodic scheduled or unscheduled inspections by the FDA. The FDA has broad regulatory compliance and enforcement powers.

If the FDA determines that a company has failed to comply with applicable regulatory requirements, including a determination that medical software applications require prior FDA clearance or approval to be legally marketed in the U.S., it can take a variety of compliance or enforcement actions, which may result in any of the following sanctions: warning letters, untitled letters, fines, injunctions, consent decrees, and civil penalties; recalls, withdrawals, or administrative detentions or seizures of products; operating restrictions or partial suspension or total shutdown of production; refusing or delaying requests for 510(k) clearance or PMA approvals of new products or modified products; withdrawing 510(k) clearances or PMA approvals that have already been granted; refusal to grant export or import approvals; or criminal prosecution.

State Corporate Practice of Learned Professions and Fee-Splitting Laws

Our arrangements with Physera Physical Therapy Group, PC (“PPTG”) and other professional practices, including third-party telehealth providers, are subject to various state laws in California and other jurisdictions, commonly referred to as corporate practice of physical therapy or medicine, as applicable, and fee-splitting laws, which are intended to prevent unlicensed persons from interfering with or influencing the licensed providers’ professional judgment and prohibit the sharing of professional service fees with non-professional or business interests. These laws vary from state to state and are subject to broad interpretation and enforcement by state regulators. A determination of non-compliance against us, PPTG, and/or the other professional practices with whom we contract could lead to adverse judicial or administrative action, civil or criminal penalties, receipt of cease and desist orders from state regulators, loss of provider licenses, and/or restructuring of these arrangements.

Corporate and Available Information

We were incorporated under the laws of the State of Delaware on April 25, 2011. Our principal executive offices are located at 611 Gateway Blvd, Suite 120 South San Francisco, California, and our telephone number is (888) 987-8337. Our corporate website address is www.omadahealth.com. Information contained on, or that can be accessed through, our

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website does not constitute part of this Annual Report on Form 10-K and will not be deemed to be incorporated into any of our other filings with the SEC except where we expressly incorporate such information.

Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and, if applicable, amendments to those reports filed or furnished pursuant to Section 13(a) of the Securities Exchange Act of 1934, as amended, are available free of charge on or through our website, www.omadahealth.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the SEC. The SEC's website, http://www.sec.gov, contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC.

We announce material information to the public through a variety of means, including filings with the SEC, our website, social media channels, press releases, public conference calls, and public webcasts in order to ensure broad, non-exclusionary distribution of our information to the public. We encourage our investors and others to review the information we make public in these locations as such information could be deemed to be material information. Please note that this list may be updated from time to time.