Oura Inc. filed estimated initial public offering terms on September 21, 2026: 50,000,000 shares at $40.00 to $44.00 per share. The Form S-1/A says Oura is selling 13,500,000 new shares and selling stockholders are offering 36,500,000 existing shares. At the top of the range, the base offering’s gross sale value would be $2.20 billion, but only the primary shares generate proceeds for Oura.
This is a priced follow-up to ECMSource’s coverage of Oura’s initial, unpriced S-1. The new filing answers the earlier open questions about the range, share count, primary/secondary split, planned use of proceeds and non-binding indications of interest.
Key Takeaways
- Primary versus secondary: Oura is offering 13.5 million new shares; selling stockholders are offering 36.5 million shares. Oura receives no proceeds from the secondary shares.
- Company proceeds have a specific use: At the $42 midpoint, Oura estimates $532.6 million of net proceeds and intends to use about $526.4 million for tax withholding and remittance tied to an RSU net settlement. The filing shows pro forma as-adjusted cash of $377.9 million, compared with $371.8 million at June 30.
- Basic equity value: The filing lists 320,945,459 shares outstanding immediately after the offering. That implies basic equity values of about $12.84 billion, $13.48 billion and $14.12 billion at $40, $42 and $44.
- Interest is not a commitment: Eli Lilly indicated interest in up to $100 million of shares and Dragoneer-affiliated funds in up to $300 million. The prospectus says either investor may buy more, fewer or no shares, and underwriters may allocate more, fewer or none.
Offering Structure and Who Receives the Proceeds
The 50 million-share base offering combines company fundraising with stockholder liquidity. Multiplying the price range by all 50 million shares gives a gross base-offering value of $2.00 billion to $2.20 billion. The company’s gross primary portion is much smaller: $540 million to $594 million before underwriting discounts, commissions and offering expenses. The remaining gross value belongs to the 36.5 million secondary shares offered by selling stockholders.
| Offering Metric | $40 Low | $42 Midpoint | $44 High |
|---|---|---|---|
| Primary shares sold by Oura | 13.5M | 13.5M | 13.5M |
| Secondary shares sold by stockholders | 36.5M | 36.5M | 36.5M |
| Gross base-offering value | $2.00B | $2.10B | $2.20B |
| Gross value of Oura’s primary shares | $540M | $567M | $594M |
| Estimated net proceeds to Oura | Approx. $507.2M | $532.6M | Approx. $558.0M |
| Implied basic equity value | $12.84B | $13.48B | $14.12B |
The underwriters also have a 30-day option to buy up to 7,500,000 additional shares from selling stockholders if they sell more than the 50 million base shares. Oura receives no proceeds from that option. If fully exercised at $44, those secondary shares would add $330 million of gross sale value for selling stockholders, before discounts and commissions.
Basic Equity Value and Excluded Equity Awards
The prospectus lists 320,945,459 common shares outstanding immediately after the offering. Multiplying that basic count by the range produces the values below.
The 320.9 million basic count excludes equity awards listed by the prospectus, including 21,746,410 options and 10,842,504 restricted stock units under existing plans, plus 99,762 options and 1,060,718 restricted stock units outside those plans. A simple sum of every award would not be a standard fully diluted share calculation: options have exercise prices, restricted stock units remain subject to vesting, and the filing lists additional reserved shares. ECMSource therefore does not present a single “fully diluted valuation” from these figures.
Non-Binding Indications of Interest
Eli Lilly and Company indicated interest in up to $100 million of shares, and Dragoneer-affiliated funds indicated interest in up to $300 million, each at the public offering price. At the $42 midpoint, $400 million would equal about 19% of the $2.10 billion base offering if fully allocated.
The filing explicitly says these are not binding commitments. Each prospective investor may buy more, fewer or no shares, and the underwriters may allocate more, fewer or none. The indications can help readers understand possible demand, but they do not create a guaranteed demand floor or confirm final ownership.
Net Proceeds Mostly Fund RSU Tax Withholding
At the $42 midpoint, Oura estimates $532.6 million of net proceeds after underwriting discounts, commissions and offering expenses. It intends to use approximately $526.4 million to satisfy anticipated tax withholding and remittance obligations associated with an RSU net settlement. The remainder is designated for general corporate purposes.
This use matters when interpreting “capital raised.” The filing’s capitalization table shows cash and cash equivalents of $371.8 million at June 30 and $377.9 million on a pro forma as-adjusted basis, not $764.2 million. It also reports $380.1 million of total debt at June 30, including $375.0 million outstanding under a revolving credit facility; Oura said it repaid $25 million of that facility on August 13, leaving $350 million outstanding. The company is profitable for the nine months ended June 30, but it should not be described as debt-free or purely self-funded.
Operating Context and What Comes Next
For the nine months ended June 30, 2026, the filing reports $1.21 billion of revenue, $60.8 million of net income and 5.0 million paid members. Those operating figures provide context for the offering, while the $40–$44 range remains estimated until pricing.
The next primary documents to check are a later prospectus amendment or final Form 424B4. They should show the final price, final allocations, underwriting economics and whether the 7.5 million-share option is later exercised. Nasdaq trading under the proposed symbol “OURA” depends on completion of the offering.
Sources
- SEC EDGAR — Oura Inc. Form S-1/A (September 21, 2026)
- ECMSource — Oura’s Initial Unpriced S-1 Filing
Correction, September 21, 2026: An earlier version conflated the $2.20 billion gross value of all base shares with company proceeds, presented an unsupported fully diluted valuation, overstated non-binding indications of interest, and incorrectly showed pro forma cash of $764.2 million while omitting the intended $526.4 million RSU tax payment and material debt. The offering bridge, capitalization discussion and headline were corrected.
Disclosure: This article is for informational purposes only and is not investment advice.