Omada Health, Inc. 10-Q

Item 5. Other Information During the three months ended June 30, 2025, none of our directors or officers adopted, modified, or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as each term is defined in Item 408(a) of Regulation S-K. 99 Table of Contents Item 6. Exhibits See the Exhibit Index attached to this registration statement, which Exhibit Index is incorporated herein by reference. Schedules not listed above have been omitted because the information required to be set forth therein is not applicable or is shown in the financial statements or notes thereto. Exhibit Number Exhibit Description Incorporated by Reference Filed Herewith Form Date Number 3.1 Restated Certificate of Incorporation 8-K 6/9/2025 3.1 3.2 Amended and Re stated Bylaws 8-K 6/9/2025 3.2 4.1 Form of Common Stock Certificate. S-1 5/9/2025 4.2 4.2 Amended and Restated Investors’ Rights Agreement, dated December 22, 2021, by and among Omada Health, Inc. and the investors listed therein. S-1 5/9/2025 4.3 10.1(a)†^ Services Agreement, dated as of February 1, 2018, by and between Omada Health, Inc. and Cigna Health and Life Insurance Company. S-1 5/9/2025 10.3(a) 10.1(b)† Amendment No. 1 to Services Agreement, dated as of February 1, 2018, by and between Omada Health, Inc. and Cigna Health and Life Insurance Company. S-1 5/9/2025 10.3(b) 10.2(a)†^ Master Services Agreement, dated January 1, 2020, by and between Express Scripts Holding Company, Inc. and Omada Health, Inc. S-1 5/9/2025 10.4(a) 10.2(b)† Amendment No. 1 to Master Services Agreement, dated as of July 22, 2021, by and between Evernorth Health, Inc., f/k/a Express Scripts Health and Welfare Plan and Express Scripts Holding Company, Inc. (f/k/a ESHC), and Omada Health, Inc. S-1 5/9/2025 10.4(b) 10.2(c)† Amendment No. 2 to Master Services Agreement, dated as of February 14, 2023, by and between Evernorth Health, Inc., f/k/a Express Scripts Holding Company, Inc., and Omada Health, Inc. S-1 5/9/2025 10.4(c) 10.3(a)†^ Administrative Serv ices Agreement, date d as of January 1, 202 0 , by and between Omada Health, Inc. and Cigna Health and Life Insu rance C ompany. S-1 5/9/2025 10.5(a) 10.3(b)† Amendment No. 1 to Administrative Services Agreement, dated as of April 6, 2021, by and between Omada Health, Inc. and Cigna Health and Life Insurance Company. S-1 5/9/2025 10.5(b) 10.3(c)† Amendment No. 2 to Administrative Service Agreement, dated as of March 7, 2022, by and between Omada Health, Inc. and Cigna Health and Life Insurance Company. S-1 5/9/2025 10.5(c) 10.4†^ Administrative Services Agreement, dated as of December 13, 2022, by and between Omada Health, Inc. and Allegiance Benefit Plan Management, Inc. S-1 5/9/2025 10.6 10.5(a)†^ Ancillary Services Agreement, dated as of May 31, 2018, by and between Omada Health, Inc. and Cigna Health Corporation. X 10.5(b)† Amendment No. 1 to Ancillary Services Agreement, dated as of January 1, 2019, by and between Omada Health, Inc. and Cigna Health Corporation. S-1 5/9/2025 10.7(b) 100 Table of Contents Exhibit Number Exhibit Description Incorporated by Reference Filed Herewith Form Date Number 10.5(c)† Amendment No. 2 to Ancillary Services Agreement, dated as of January 16, 2019, by and between Omada Health, Inc. and Cigna Health Corporation. S-1 5/9/2025 10.7(c) 10.5(d)† Amendment No. 3 to Ancillary Services Agreement, dated as of January 1, 2020, by and between Omada Health, Inc., and Cigna Health Corporation. S-1 5/9/2025 10.7(d) 10.5(e) Amendment No. 4 to Ancillary Services Agreement, dated as of J une 1, 2025 , by and between Omada Health, Inc., and Cigna Health Corporation. S-1/A 5/29/2025 10.7(e) 10.6(a)# 2011 Stock Plan. S-1 5/9/2025 10.8(a) 10.6(b)# Form Agreements under 2011 Stock Plan. S-1/A 5/29/2025 10.8(b) 10.7(a)# 2025 Incentive Award Plan. S-1/A 5/29/2025 10.9(a) 10.7(b)# Form Agreements under 2025 Incentive Award Plan. S-1 5/9/2025 10.9(b) 10.8# 2025 Employee Stock Purchase Plan. S-1/A 5/29/2025 10.10 10.9# Non-Employee Director Compensation Program. S-1 5/9/2025 10.11 10.10# Form of Indemnification Agreement for Directors and Officers. S-1 5/9/2025 10.12 10.11# Offer Letter, by and between Omada Health, Inc. and Steve Cook. S-1 5/9/2025 10.13 10.12# Offer Letter, by and between Omada Health, Inc. and Wei-Li Shao. S-1 5/9/2025 10.14 10.13# Form of Change in Control and Severance Agreement for Officers. S-1 5/9/2025 10.15 31.1 Certification of Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 202 of the Sarbanes-Oxley Act of 2002. X 31.2 Certification of Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) under the Securities Exchange Act of 1934, as Adopted Pursuant to Section 202 of the Sarbanes-Oxley Act of 2002. X 32.1* Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 32.2* Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. X 101 Table of Contents Exhibit Number Exhibit Description Incorporated by Reference Filed Herewith Form Date Number 101 The following financial information from Omada, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Condensed Consolidated Balance Sheets, (ii) the Condensed Consolidated Statements of Operations and Comprehensive Loss, (iii) the Condensed Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), (iv) the Condensed Consolidated Statements of Cash Flows, and (v) Notes to the Condensed Consolidated Financial Statements. X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X _____________ # Indicates management contract or compensatory plan. † Portions of the exhibit, marked by brackets, have been omitted in accordance with Item 601(b)(10) of Regulation S-K because the omitted information (i) is not material and (ii) is the type of information that Omada Health, Inc. treats as private or confidential. ^ Portions of this exhibit have been omitted in accordance with Item 601(a)(5) of Regulation S-K. Omada Health, Inc. undertakes to furnish a copy of all omitted schedules and exhibits to the SEC upon its request. *The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Quarterly Report on Form 10-Q are deemed furnished and not filed with the Securities and Exchange Commission and are not to be incorporated by reference into any filing of Omada Health, Inc. under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date of this Quarterly Report on Form 10-Q, irrespective of any general incorporation language contained in such filing. 102 Table of Contents SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. OMADA HEALTH, INC. Date: August 8, 2025 By: /s/ Steve Cook Steve Cook Chief Financial Officer (Duly Authorized Officer and Principal Financial Officer) 103