Omada Health, Inc. 10-K

Item 9A. Controls and Procedures Evaluation of Disclosure Controls and Procedures We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports that we file or submit under the Exchange Act, are recorded, processed, summarized and reported within the time periods specified in SEC rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer (our principal executive officer) and Chief Financial Officer (our principal financial officer) as appropriate, to allow for timely decisions regarding required disclosure. Our management, with the participation of our Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act), as of December 31, 2025. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that as of December 31, 2025, our disclosure controls and procedures were not effective because of the material weakness in internal control over financial reporting described below. Notwithstanding such material weakness in internal control over financial reporting, our management, including our Chief Executive Officer and Chief Financial Officer, has concluded that our consolidated balance sheets as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive loss, redeemable convertible preferred stock and stockholders’ equity (deficit), and cash flows for each of years in the three-year period ended December 31, 2025, present fairly, in all material respects, our financial position, results of our operations and our cash flows for the periods presented in this Annual Report on Form 10-K, in conformity with GAAP. Previously Disclosed Material Weaknesses As disclosed in the section titled “Risk Factors”, during fiscal year 2025, with the oversight of the Audit Committee of the Board of Directors, the Company began implementing a remediation plan to address the material weaknesses identified as of December 31, 2025 and 2024 related to (i) inadequate segregation of duties within the Company’s financial reporting process, leading to certain duties being performed by the same individuals, (ii) an insufficient complement of personnel with an appropriate level of technical knowledge to properly account for significant transactions, and (iii) inadequate formalized processes and control activities to support the financial close and reporting process, including the review of financial information, account analysis, and journal entries. The Company expanded its finance and accounting team, including hiring a number of additional individuals with the requisite technical accounting and finance knowledge and experience to assist with the enhancement and implementation of internal control policies and procedures related to the accounting matters in our business. Furthermore, we have engaged third-party resources with the appropriate technical knowledge and experience to assist with the implementation and assessment of related internal controls. As dedicated resources have been onboarded to address the previously disclosed material weaknesses, we believe we are now able to conduct an effective process that is responsive to changes in the Company’s operating environment and business. These dedicated resources have allowed us to (1) implement enhanced process-level controls around the technical accounting for the timely resolution of accounting issues in non-routine or complex transactions and (2) implement additional information technology procedures and entity level controls to ensure a greater degree of segregation of duties and refining processes for user access within financial reporting systems. Management has determined that these enhancements to our process-level, entity-level, and information technology controls, are operating effectively and consider the previously identified material weaknesses related to (i) inadequate segregation of duties within the Company’s financial reporting process and (ii) insufficient complement of personnel with an appropriate level of technical knowledge to properly account for significant transactions to be each remediated as of December 31, 2025. Despite the progress discussed above, during 2025 there were several matters that hindered our ability to fully remediate the previously identified material weakness related to inadequate formalized processes and control activities to support the financial close and reporting process, including the review of financial information, account analysis, and journal entries. These include: 122 Table of Contents 1) We experienced significant growth in our market offerings, and our business operations, which has resulted in an increase in the volume of transactions that require formalized controls that we were not able to implement in timely manner. 2) The onboarding of new accounting and finance personnel in 2025 to address the prior year material weaknesses resulted in delays in the timeliness of executing controls, or controls activities were performed without a sufficient amount of time to validate their operating effectiveness. We believe that these added resources and the implementation of newly designed controls require additional time to demonstrate operating effectiveness. While we believe that our efforts have improved our internal control over financial reporting, remediation of the material weakness related to inadequate formalized processes and control activities to support the financial close and reporting process, including the review of financial information, account analysis, and journal entries, will require further validation and testing of the design and operating effectiveness of internal controls over a sustained period of financial reporting cycles. 2026 Remediation Plans Management’s remediation plan to address the material weakness existing as of December 31, 2025 related to inadequate formalized processes and control activities to support the financial close and reporting process, including the review of financial information, account analysis, and journal entries, includes the following: • Continuing to hire qualified technical accounting and financial reporting personnel with public company experience to perform control activities; • Continuing the process of implementing, enhancing, and formalizing control activities related to significant accounts and disclosures; and • Investing in additional technology infrastructure and refinement to enhance monitoring of financial transactions and exceptions and to promote related data integrity. As we continue to evaluate and work to remediate the control deficiencies that gave rise to the material weakness, we may determine that additional measures or time are required to address the control deficiencies or that we need to modify or otherwise adjust the remediation measures described above. We will continue to assess the effectiveness of our remediation efforts in connection with our evaluation of our internal control over financial reporting. Changes in Internal Control Over Financial Reporting Except for the remediation measures we are taking in connection with the material weakness described above, there were no changes in our internal control over financial reporting, as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act, during the fiscal quarter ended December 31, 2025 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. Limitation on Effectiveness of Controls and Procedures In designing and evaluating our disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must reflect the fact that there are resource constraints and that management is required to apply judgment in evaluating the benefits of possible controls and procedures relative to their costs. Management’s Report on Internal Control over Financial Reporting This Annual Report on Form 10-K does not include a report of management’s assessment regarding internal control over financial reporting or an attestation report of our independent registered public accounting firm due to a transition period established by the rules of the SEC for newly public companies. 123 Table of Contents Item 9B. Other Information Insider Adoption or Termination of Trading Arrangements During the fiscal quarter ended December 31, 2025, none of our directors or officers informed us of the adoption or termination of a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement,” as those terms are defined in Regulation S-K, Item 408. Item 9C. Disclosure Regarding Foreign Jurisdiction that Prevent Inspections Not applicable. 124 Table of Contents Part III Item 10. Directors, Executive Officers and Corporate Governance The information called for by this Item will be set forth in our Proxy Statement for the 2026 Annual Meeting of Stockholders to be filed with the SEC within 120 days of the fiscal year ended December 31, 2025 (the “2026 Proxy Statement”) and is incorporated herein by reference. The information required by this Item regarding delinquent filers pursuant to Item 405 of Regulation S-K, if any, will be included under the caption “Section 16(a) Beneficial Ownership Reporting Compliance” in the 2026 Proxy Statement and is incorporated herein by reference. We adopted a code of ethics that applies to our chief executive officer, chief financial officer, chief accounting officer, controller, and other finance leaders, which is a “code of ethics” as defined by applicable rules of the SEC. This code is publicly available on our website at https://investors.omadahealth.com/corporate-governance/documents-charters. We intend to disclose future amendments to, or waivers of, our Code of Conduct, as and to the extent required by SEC regulations, at the same location on our website identified above or in public filings. Our Board has adopted an Insider Trading Policy applicable to trading in the Company’s securities. The Insider Trading Policy applies to all directors, officers, employees and agents (such as consultants and independent contractors) of the Company. The full text of our Insider Trading Policy can be found in Exhibit 19.1 to this Annual Report on Form 10-K. Item 11. Executive Compensation The information required by this item will be set forth in the 2026 Proxy Statement and is incorporated herein by reference. Item 12. Security Ownership of Certain Beneficial Owner and Management and Related Stockholder Matters The information required by this item will be set forth in the 2026 Proxy Statement and is incorporated herein by reference. Item 13. Certain Relationships and Related Transactions, and Director Independence The information required by this item will be set forth in the 2026 Proxy Statement and is incorporated herein by reference. Item 14. Principal Accounting Fees and Services The information required by this item will be set forth in the 2026 Proxy Statement and is incorporated herein by reference. 125 Table of Contents Part IV Item 15. Exhibits, Financial Statement Schedules See the Exhibit Index attached to this Annual Report on Form 10-K, 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 Restated Bylaws 8-K 6/9/2025 3.2 4.1 Form of Common Stock Certificate S-1 5/9/2025 4.2 4.2 Des cription of Securities X 4.3 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)†^ M aster Services Agreement, dated January 1, 2020, by and between Express Scripts Holding Company, Inc. and Omada Health, I nc. S-1 5/9/2025 10.4(a) 10.2(b)† A mendment 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) 10.2(d) Amendment No. 3 to Master Services Agreement, dated as of October 29, 2025, by and between Evernorth Health, Inc., f/k/a Express Scripts Holding Company, Inc., and Omada Health, Inc. X 10.3(a)†^ Administrative Services Agreement, dated as of January 1, 2020, by and between Omada Health, Inc. and Cigna Health and Life Insurance Company 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 10-Q 5/9/2025 10.5(a) 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) 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, effective as of June 1, 2025, by and between Omada Health, Inc. and Cigna Health Corporation S-1/A 5/29/2025 10.7(e) 10.5(f)† Amendment No. 5 to Ancillary Services Agreement, effective as of January 1, 2026, by and between Omada Health, Inc. and Cigna Health Corporation X 10.6(a)# 2 011 Stock Plan S-1 5/9/2025 10.8(a) 10.6(b)# F orm Agreements under 2011 Stock Plan S-1/A 5/29/2025 10.8(b) 10.7(a)# 2 025 Incentive Awar d 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# Non-Employee Director Compensation Program (as amended August 28, 2025) 10-Q 11/7/2025 10.1 10.9# 2 025 Employee Stock Purchase Plan S-1/A 5/29/2025 10.10 10.10# F orm of I ndemnification Agre ement for Directors and Officers S-1 5/9/2025 10.12 10.11# O ffer Letter, by and between Omada Health, Inc. and Steve Cook S-1 5/9/2025 10.13 10.12# O ffer Letter, by and between Omada Health, Inc. and Wei-Li Shao S-1 5/9/2025 10.14 10.13# F orm of C ha nge in Control and Severance Agreement for Officers S-1 5/9/2025 10.15 19.1 Omada Health, Inc. I nsider Trading Pol icy X 21.1 S ubsidiaries of the Registrant X 23.1 C onsent of D eloitte & Touche, LLP, independent registered public accounting firm X 24.1 Power of Attorney (included in the signature page hereto) X 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 3 02 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 3 02 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 97 O mada Health, Inc. Policy for Recovery of Erroneously Awarded Compensation X 101 The following financial information from Omada, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2025 formatted in Inline XBRL (Extensible Business Reporting Language) includes: (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Operations and Comprehensive Loss, (iii) the Consolidated Statements of Redeemable Convertible Preferred Stock and Stockholders’ Equity (Deficit), (iv) the Consolidated Statements of Cash Flows, and (v) Notes to the Consolidated Financial Statements. X 104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101). X _____________ †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. #Indicates management contract or compensatory plan. *The certifications attached as Exhibit 32.1 and Exhibit 32.2 that accompany this Annual Report on Form 10-K 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 Form 10-K, irrespective of any general incorporation language contained in such filing. Item 16. Form 10-K Summary None. 126 Table of Contents SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized. OMADA HEALTH, INC. By: /s/ Sean Duffy Date: March 6, 2026 Sean Duffy Chief Executive Officer POWER OF ATTORNEY KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Sean Duffy and Steve Cook, and each one of them, as his or her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him or her and in their name, place and stead, in any and all capacities, to sign any amendments to this Annual Report on Form 10-K and to file the same, with exhibits thereto and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto each said attorney-in-fact and agents full power and authority to do and perform each and every act in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or either of them or their or his or her substitute or substitutes may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed by the following persons on behalf of the registrant and in the capacities and on the dates indicated. Name and Signature Title Date /s/ Sean Duffy Chief Executive Officer and Director (Principal Executive Officer) March 6, 2026 Sean Duffy /s/ Steve Cook Chief Financial Officer (Principal Financial Officer) March 6, 2026 Steve Cook /s/ Craig Gracey Chief Accounting Officer (Principal Accounting Officer) March 6, 2026 Craig Gracey /s/ Jeryl Hilleman Director March 6, 2026 Jeryl Hilleman /s/ Anne Beal Director March 6, 2026 Anne Beal, M.D., M.P.H. /s/ Trevor Fetter Director March 6, 2026 Trevor Fetter /s/ Sachin Jain Director March 6, 2026 Sachin Jain, M.D. /s/ Julie Klapstein Director March 6, 2026 Julie Klapstein /s/ Jonathan Root Director March 6, 2026 Jonathan Root, M.D. 127 Table of Contents /s/ Adam Stavisky Director March 6, 2026 Adam Stavisky 128