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What changed in Teladoc Health, Inc.'s 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of Teladoc Health, Inc.'s 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+477 added−457 removedSource: 10-K (2026-02-26) vs 10-K (2025-02-27)

Top changes in Teladoc Health, Inc.'s 2025 10-K

477 paragraphs added · 457 removed · 342 edited across 8 sections

Item 1. Business

Business — how the company describes what it does

97 edited+55 added−66 removed84 unchanged
Biggest changeWe believe that these and other enhancements will improve quality of care and patient experience and expand the scope of populations we serve. 8 Table of Contents Increase Engagement and Long-term Relationships with Our Members by Driving Expanded Access & Enhanced Touch Points We believe there is significant opportunity within our existing membership base to increase engagement by continually driving awareness and usage of our solutions.
Biggest changeWe believe there is significant opportunity within our existing membership base to increase engagement by continually driving awareness and usage of our solutions. We expect to refine and enhance our user experience over time, which is a critical driver of new and repeat engagement, and building longer term relationships with our members.
The GDPR imposes many requirements for controllers and processors of personal data, including, for example, higher standards for obtaining consent from individuals to process their personal data, more robust disclosures to individuals, a strengthened individual data rights regime, shortened timelines for data breach notifications, limitations on retention and secondary use of information, increased requirements pertaining to health data and pseudonymized (i.e., key-coded) data, and additional obligations when we contract third-party processors in connection with the processing of personal data.
The GDPR imposes many requirements for controllers and processors of personal data, including, for example, higher standards for obtaining consent from individuals to process their personal data, more robust disclosures to individuals, a strengthened individual data rights regime, shortened timelines for data breach notifications, limitations on retention and secondary use of information, increased requirements pertaining to health data and pseudonymized (i.e., key-coded) data, and additional obligations when we contract with third-party processors in connection with the processing of personal data.
Violations of HIPAA may result in significant civil and criminal penalties, and a single breach incident can result in violations of multiple standards. Teladoc Health, on our own and as part of our management responsibilities to the THMG Association, is required to comply with HIPAA’s breach notification rule.
Violations of HIPAA may result in significant civil and criminal penalties, and a single breach incident can result in violations of multiple standards. Teladoc Health, on our own and as part of our management responsibilities to the THMG Association and the Uplift Association, is required to comply with HIPAA’s breach notification rule.
Physicians, physician assistants, advanced practice registered nurses, nurses, and mental health professionals who provide professional medical or mental health services to a patient via telehealth must, in most instances, hold a valid license to practice medicine or to provide mental health treatment in the state in which the patient is located.
Physicians, physician assistants, advanced practice registered nurses, nurses, and mental health professionals who provide professional medical or mental health services to a patient via telehealth must, in most instances, hold a valid license to practice medicine, nursing or to provide mental health treatment in the state in which the patient is located.
We contract with a network of providers operating through the THMG Association and the BetterHelp platform. In order to ensure predictable availability of providers and a consistent member experience, we expect that THMG will hire more employees and rely less on contractors.
We contract with a network of providers operating through the THMG Association, the Uplift Association, and the BetterHelp platform. In order to ensure predictable availability of providers and a consistent member experience, we expect that the THMG Association and the Uplift Association will hire more employees and rely less on contractors.
We have internal control policies and procedures and conduct training and compliance programs for our employees to deter prohibited practices. However, if our employees or agents fail to comply with applicable laws governing our international operations, we may face investigations, prosecutions, and other legal proceedings and actions which could result in civil penalties, administrative remedies, and criminal sanctions.
We have internal control policies and procedures and conduct training and compliance programs for our employees to deter prohibited practices. However, if our employees or agents fail to comply with applicable laws governing our international operations, we may face investigations, prosecutions, and other legal proceedings and actions which could result in civil penalties, administrative remedies, criminal sanctions and reputational harm.
The scope of these laws and the interpretations of them vary by jurisdiction and are enforced by local courts and regulatory authorities, each with broad discretion. Some state fraud, waste, and abuse laws apply to items or services reimbursed by any payor, including patients and commercial insurers, not just those reimbursed by a federally funded healthcare program.
The scope of these laws and the interpretations of them vary by jurisdiction and are enforced by local courts and regulatory authorities, each with broad discretion. Some state fraud, waste, and abuse laws apply to items or services reimbursed by any payor, including patients (cash-pay) and commercial insurers, not just those reimbursed by a federally funded healthcare program.
Telehealth Provider Licensing, Medical Practice, Certification and Related Laws and Guidelines The practice of medicine, including the provision of mental health services, is subject to various federal, state, and local certification and licensing laws, regulations, and approvals, relating to, among other things, the adequacy of medical care, the practice of medicine (including the provision of remote care and cross coverage practice), equipment, personnel, operating policies and procedures, and the prerequisites for the prescription of medication.
Telehealth Provider Licensing, Medical Practice, Certification and Related Laws and Guidelines The practice of medicine, including the provision of mental health services, is subject to various federal, state, and local certification and licensing laws, regulations, and approvals, relating to, among other things, the adequacy of medical care, the medical and clinical licensure laws (including the provision of remote care and cross coverage practice), equipment, personnel, operating policies and procedures, and the prerequisites for the prescription of medication.
In addition, our enterprise security program is periodically evaluated by expert third parties to ensure we are meeting or exceeding standards, best practices, and regulatory requirements. One example of such an independent third-party certification that we have achieved is the Health Information Trust Alliance ("HITRUST").
In addition, our enterprise security program is periodically evaluated by expert third parties to ensure we are meeting or exceeding standards, best practices, and regulatory requirements. One example of such an independent third-party certification that we have achieved is the Health Information Trust Alliance (“HITRUST”).
We offer our employees full access to our diverse portfolio of integrated health solutions, including free mental health resources, digital health devices, and on-demand access to the employee assistance program for employees and their dependents. Talent Development. We prioritize and invest in creating opportunities to help employees grow and build their careers, through training and development programs.
We offer our employees full access to our broad portfolio of integrated health solutions, including free mental health resources, digital health devices, and on-demand access to the employee assistance program for employees and their dependents. Talent Development. We prioritize and invest in creating opportunities to help employees grow and build their careers, through training and development programs.
We enter into business support services contracts with these physician-owned professional associations and professional corporations pursuant to which we provide them with non-clinical functions and services related to the provision of the telehealth services by the providers, such as maintaining network operations centers 12 Table of Contents for our members to request a visit with the providers, member billing and collection administration, and maintenance and storage of member medical records, and the professional associations and professional corporations pay us for those services out of the fees they collect from patients and third-party payors.
We enter into business support services contracts with these physician-owned professional associations and professional corporations pursuant to which we provide them with non-clinical functions and services related to the provision of the telehealth services by the providers, such as maintaining network operations centers for our members to request a visit with the providers, member billing and collection administration, and maintenance and storage of member medical records, and the professional associations and professional corporations pay us for those services out of the fees they collect from patients and third-party payors.
Unmatched Breadth of Solutions for Clients Across All Channels Served We deliver a comprehensive set of solutions to a diverse Client population through a highly efficient and effective distribution network wherein we reach Clients and individuals in our Integrated Care segment through our Clients and channel partners. In our BetterHelp segment, we primarily market our solution directly to potential members.
Unmatched Breadth of Solutions for Clients Across All Channels Served We deliver a comprehensive set of solutions to a diverse Client population through a highly efficient and effective distribution network wherein we reach Clients and individuals in our Integrated Care segment through our Clients and channel partners. In our BetterHelp segment, we primarily market our solution directly to individuals.
Our international operations are subject to different, and sometimes more stringent, legal and regulatory requirements, which vary widely by jurisdiction, including anti-corruption laws; economic sanctions laws; various privacy, insurance, tax, tariff and trade laws and regulations; corporate governance, privacy, data protection (including GDPR), data mining, data transfer, labor and employment, intellectual property, consumer protection, and investment laws and regulations; discriminatory licensing procedures; required localization of records and funds; and limitations on dividends and repatriation of capital.
Our international operations are subject to different, and sometimes more stringent, legal and regulatory requirements, which vary widely by jurisdiction, including anti-corruption laws; economic sanctions laws; various privacy, insurance, tax, tariff and trade laws and regulations; corporate governance, privacy, data protection (including GDPR), data mining, 16 Table of Contents data transfer, labor and employment, intellectual property, consumer protection, and investment laws and regulations; discriminatory licensing procedures; required localization of records and funds; and limitations on dividends and repatriation of capital.
In this event, failure to comply could lead to adverse judicial or administrative action against us and/or the THMG Association's providers, civil or criminal penalties, receipt of cease-and-desist orders from state regulators, invalidation of certain contracts, demands to repay reimbursements from third party payors, loss of provider licenses, the need to make changes to the terms of engagement of the THMG Association's providers that interfere with our business and other materially adverse consequences.
In this event, failure to comply could lead to adverse judicial or administrative action against us and/or the THMG Association's and the Uplift Association’s providers, civil or criminal penalties, receipt of cease-and-desist orders from state regulators, invalidation of certain contracts or restrictive covenants, demands to repay reimbursements from third-party payors, loss of provider licenses, the need to make changes to the terms of engagement of the THMG Association's and the Uplift Association’s providers that interfere with our business and other materially adverse consequences.
Comprehensive Suite of Virtual Healthcare Clinical Services We believe that we are the first and only company to provide a comprehensive and integrated virtual healthcare solution that both provides and enables care for a full spectrum of clinical conditions, including wellness and prevention, acute care, chronic conditions, and complex healthcare needs.
Comprehensive Suite of Virtual Care Clinical Services We believe that we are the first and only company to offer a comprehensive and integrated virtual care solution that both provides and enables care for a full spectrum of clinical conditions, including wellness and prevention, acute care, chronic conditions, and complex healthcare needs.
Where applicable, this law prohibits a physician from referring Medicare patients to an entity providing “designated health services” if the physician or a member of such physician’s immediate family has a “financial relationship” with the entity, unless an exception applies.
Where applicable, this law prohibits a physician from referring Medicare patients to an entity providing “designated health services” for the provision of such “designated health services” if the physician or a member of such physician’s immediate family has a “financial relationship” with the entity, unless an exception applies.
Comprehensive Engagement Model that Drives Utilization We believe that our ability to drive behavior change on a global scale to deliver the highest utilization of virtual healthcare services in the industry is a key competitive differentiator for Teladoc Health.
Comprehensive Engagement Model that Drives Utilization We believe that our ability to drive behavior change on a global scale to deliver the highest utilization of virtual care services in the industry is a key competitive differentiator for Teladoc Health.
In particular, HIPAA establishes privacy and security standards that limit the use and disclosure of protected health information (“PHI”) and require the implementation of administrative, physical, and technical safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in electronic form.
In particular, HIPAA establishes privacy and security standards that limit the use and disclosure of protected health information (“PHI”) and requires the implementation of administrative, physical, and technical safeguards to ensure the confidentiality, integrity and availability of individually identifiable health information in electronic form.
One of the statutory exceptions to the prohibition is non-routine, unadvertised waivers of copayments or deductible amounts based on individualized determinations of financial need or exhaustion of reasonable collection efforts. The OIG emphasizes, however, that this exception should only be used occasionally to address special financial needs of a particular patient.
One of the statutory exceptions to the 14 Table of Contents prohibition is non-routine, unadvertised waivers of copayments or deductible amounts based on individualized determinations of financial need or exhaustion of reasonable collection efforts. The OIG emphasizes, however, that this exception should only be used occasionally to address special financial needs of a particular patient.
The non-clinical functions and services we provide under the services agreement primarily include member management services, such as maintaining network operations centers for our members to request a visit with the THMG Association’s providers, member billing and collection administration, and maintenance and storage of member medical records.
The non-clinical functions and services we provide under the services agreements primarily include member management services, such as maintaining network operations centers for our members to request a visit with the THMG Association’s and the Uplift Association’s providers, member billing and collection administration, and maintenance and storage of member medical records.
In addition, numerous states, including California, Colorado, Washington, Nevada, and Connecticut amongst others, have passed consumer privacy laws intended to supplement the protections provided by HIPAA, Teladoc Health, the THMG Association and its providers, our health plan Clients and our employee welfare benefit plan Clients are all regulated as covered entities under HIPAA, and are required to comply both with HIPAA and applicable state privacy laws.
In addition, numerous states, including California, Colorado, Washington, Nevada, and Connecticut amongst others, have passed consumer privacy laws intended to supplement the protections provided by HIPAA, Teladoc Health, the THMG Association and the Uplift Association and their respective providers, our health plan Clients, and our employee welfare benefit plan Clients are all regulated as covered entities under HIPAA, and are required to comply both with HIPAA and applicable state privacy laws.
We also require our employees and consultants to disclose and assign to us all inventions conceived during the term of their employment or engagement while using our property or which relate to our business. 18 Table of Contents Additional Information Our website address is teladochealth.com.
We also require our employees and consultants to disclose and assign to us all inventions conceived during the term of their employment or engagement while using our property or which relate to our business. Additional Information Our website address is teladochealth.com.
We continue to look for ways to expand a range of programs and initiatives that are focused to attract, develop and retain our workforce. We have enhanced our talent efforts in recent years to include: 17 Table of Contents Supporting Employees through Our Products and Services.
We continue to look for ways to expand a range of programs and initiatives that are focused to attract, develop and retain our workforce. We have enhanced our talent efforts in recent years to include: Supporting Employees through Our Products and Services.
The penalties for violating the Stark Law include the denial of payment for services ordered in violation of the statute, mandatory refunds of any sums paid for such services, civil penalties of up to $29,899 for each violation, and twice the dollar value of each such service and possible exclusion from future participation in the federally funded healthcare programs.
The penalties for violating the Stark Law include the denial of payment for services ordered in violation of the statute, mandatory refunds of any sums paid for such services, civil penalties of up to $30,868 for each violation, and twice the dollar value of each such service and possible exclusion from future participation in the federally funded healthcare programs.
We utilize a combination of our proprietary engagement science, our “surround sound” capabilities, personalized individual experiences, as well as our deep knowledge and expertise of various populations to increase the adoption of our virtual care services.
We utilize a combination of our proprietary engagement science, personalized individual experiences, as well as our deep knowledge and expertise of various populations to increase the adoption of our virtual care services.
Moreover, in certain cases, providers who routinely waive copayments and 14 Table of Contents deductibles for Medicare and Medicaid beneficiaries can also be held liable under the Anti-Kickback Statute and civil False Claims Act, which can impose additional penalties associated with the wrongful act.
Moreover, in certain cases, providers who routinely waive copayments and deductibles for Medicare and Medicaid beneficiaries can also be held liable under the Anti-Kickback Statute and civil False Claims Act, which can impose additional penalties associated with the wrongful act.
A person who engages in a scheme to circumvent the Stark Law’s prohibitions may be fined up to $199,338 for each applicable arrangement or scheme. The Stark Law is a strict liability statute, which means proof of specific intent to violate the law is not required.
A person who engages in a scheme to circumvent the Stark Law’s prohibitions may be fined up to $205,799 for each applicable arrangement or scheme. The Stark Law is a strict liability statute, which means proof of specific intent to violate the law is not required.
Our engagement science is a unique combination of the application of predictive analytics and modeling, our deep experience with all population demographics, and expertise in applying this knowledge to our member populations on a global scale. With our proprietary engagement science, we target members using behavioral triggers, advanced predictive modeling, and demographic/firmographic insights.
Our approach is a unique combination of the application of predictive analytics and modeling, our deep experience with all population demographics, and expertise in applying this knowledge to our member populations on a global scale. We target members using behavioral triggers, advanced predictive modeling, and demographic insights.
Our Competitive Strengths We believe that Teladoc Health is the leading global virtual healthcare provider because of our strong competitive advantages that address the most pressing challenges and trends in the delivery of healthcare around the world.
Our Competitive Strengths We believe that Teladoc Health is the global leader in virtual care because of our strong competitive advantages that address the most pressing challenges and trends in the delivery of healthcare around the world.
Under the services agreement with THMG, we have agreed to serve, on an exclusive basis, as manager and administrator of the THMG Association’s non-clinical functions and services related to the provision of the telehealth services by providers employed by or under contract with the THMG Association.
Under the services agreements with THMG and Uplift PC, we have agreed to serve, on an exclusive basis, as manager and administrator of the THMG Association’s and Uplift Association’s non-clinical functions and services related to the provision of the telehealth services by providers employed by or under contract with the THMG Association or Uplift Association, respectively.
How We Generate Revenue For the year ended December 31, 2024, 86% of our consolidated revenue was derived from access fees. To a lesser extent, we generate revenue from visit fees as well as sales of hardware and other related services to hospital and health systems, which is reported in "other revenue".
How We Generate Revenue For the year ended December 31, 2025, 83% of our consolidated revenue was derived from access fees. To a lesser extent, we generate revenue from visit fees as well as sales of hardware and other related services to hospital and health systems, which is reported in “other revenue”.
We also rely on relationships with a wide variety of third parties, including Internet search providers such as Google, social networking platforms such as Facebook, internet advertising networks, co-registration partners, retailers, distributors, television advertising agencies, and direct marketers, to source new users and to promote or distribute our services and products.
We also rely on relationships with a wide variety of third parties, including Internet search providers such as Google, social networking platforms such as Instagram and Facebook, digital advertising networks, co-registration partners, retailers, and distributors to source new users and to promote or distribute our services.
Violations of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmental programs 13 Table of Contents as well as civil and criminal penalties, including civil monetary penalties of up to $120,816, and criminal fines of $100,000 per violation, and three times the amount of the unlawful remuneration, and imprisonment of up to ten years.
Violations of the Anti-Kickback Statute can result in exclusion from Medicare, Medicaid or other governmental programs as well as civil and criminal penalties, including civil monetary penalties of up to $127,973, and criminal fines of $100,000 per violation, and three times the amount of the unlawful remuneration, and imprisonment of up to ten years.
Integrated Care Segment Our Integrated Care segment primarily generates revenue on a contractually recurring, access fee basis. Clients pay monthly access fees on a per-member-per-month ("PMPM") model, or on a per-participant-per-month ("PPPM") model, based on the number of actively enrolled members each month.
Integrated Care Segment Our Integrated Care segment primarily generates revenue on a contractually recurring, access fee basis. Clients pay monthly access fees on a per-member-per-month (“PMPM”) model, a per-employee-per-month (“PEPM”) model, or on a per-participant-per-month (“PPPM”) model, based on the number of actively enrolled members each month.
In addition, we augment our employee base with contractors to meet resource needs and to increase flexibility in managing our expense base. Of the total employee population as of December 31, 2024, approximately 60% of our employees worked in the U.S. and 40% worked in our international locations.
In addition, we augment our employee base with contractors to meet resource needs and to increase flexibility in managing our expense base. Of the total employee population as of December 31, 2025, approximately 58% of our employees worked in the U.S. and 42% worked in our international locations.
These data sets and insights are applied to enhance the ability of providers in the THMG Association (as defined below) to deliver quality care through tools such as provider dashboards, as well as serving as a foundation for clinical innovation and collaboration with other leading healthcare organizations that are focused on the advancement of virtual care delivery.
These data sets and insights are applied to enhance the ability of providers to 7 Table of Contents deliver quality care through tools such as provider dashboards, as well as serving as a foundation for clinical innovation, and collaboration with other leading healthcare organizations that are focused on the advancement of virtual care delivery.
Our principal marketing programs include use of our website to provide information about our company and our solutions, as well as learning opportunities for potential members; integrated marketing campaigns; and participation in industry events, trade shows, and conferences. We sell our BetterHelp services principally by marketing our solution directly to potential users.
Our principal marketing programs include use of our website to provide information about our company and our solutions, as well as learning opportunities and participation in industry events, trade shows, and conferences. We sell our BetterHelp services principally by marketing our mental health services directly to potential users.
We build a range of total reward programs that support employees through fair, equitable, and competitive pay and benefits, and we invest in technology, tools, and resources to transform and increase the quality of work. As of December 31, 2024, we employed approximately 5,500 people, comprised of approximately 84% full-time employees and 16% part-time employees.
We build a range of total reward programs that support employees through fair, equitable, and competitive pay and benefits, and we invest in technology, tools, and resources to transform and increase the quality of work. As of December 31, 2025, we employed approximately 5,600 people, comprised of approximately 83% full-time employees and 17% part-time employees.
We also face competition from large, well-financed health plans that in some cases have developed their own virtual care, expert medical service or chronic condition management tools, as well as large technology and retail companies, such as Amazon and Walmart, which have developed or acquired their own virtual care solutions.
We also face competition from large health plans that in some cases have developed their own virtual care or chronic condition management tools, as well as large technology companies, such as Amazon, which have developed or acquired their own virtual care solutions.
Penalties for False Claims Act violations include fines ranging from $13,058 to $27,018 for each false claim, plus up to three times the amount of damages sustained by the federal government. A False Claims Act violation may provide the basis for exclusion from the federally funded healthcare programs.
Penalties for False Claims Act violations include fines ranging from $14,308 to $28,619 for each false claim, plus up to three times the amount of damages sustained by the federal government. A False Claims Act violation may provide the basis for exclusion from the federally funded healthcare programs.
We continuously focus on developing new products and further enhancing the usability, functionality, reliability, performance, and flexibility of our solutions.
We remain focused on developing new products and further enhancing the usability, functionality, reliability, performance, and flexibility of our solutions.
We use these capabilities, plus our engagement science, to drive awareness and utilization of Teladoc Health services through innovative media strategies designed to reach members in their homes, on the go, and in their moments of need. Our surround sound capabilities and strategies are continuously being evaluated, analyzed, and evolved to meet ever-shifting consumer behaviors.
We use these capabilities, to drive awareness and utilization of Teladoc Health services through innovative communications and media strategies designed to reach people in their homes, on the go, and in their moments of need. Our models and communication strategies are continuously being evaluated, analyzed, and evolved to meet ever-shifting consumer behaviors.
We believe our history of innovation and long-standing operational excellence provide us with significant first-mover advantages, and we continue to invest and expand our services and geographic footprint globally.
We believe our history of innovation and unmatched scale provide us with significant first-mover advantages, and we continue to invest and expand our services and geographic footprint globally.
Our unified mobile app seamlessly offers members access to all of our virtual health services within a single, modern, user-friendly digital experience, under the Teladoc Health brand to support member engagement, multi-program enrollment, and longitudinal relationships with members.
Our mobile app is foundational for us as we have redefined virtual care delivery. Our unified mobile app seamlessly offers members access to all of our virtual health services within a single, modern, user-friendly digital experience, under the Teladoc Health brand to support member engagement, multi-program enrollment, and longitudinal relationships with members.
The THMG Association is considered a variable interest entity and its financial results are included in Teladoc Health’s consolidated financial statements. Seasonality Our business has historically been subject to seasonality.
The THMG Association and the Uplift Association are considered variable interest entities and their financial results are included in Teladoc Health’s consolidated financial statements. Seasonality Our business has historically been subject to seasonality.
(now owned by Cigna), American Well Corporation, Included Health, and Accolade, Inc., among other participants. In the digital chronic condition management market, competitors include Omada Health, Inc., Virta Health Corp., and other participants. In the market for technology solutions for hospitals and health systems, competitors include American Well Corporation and MDLive, Inc., as well as smaller technology providers.
In the chronic condition management market, competitors include Omada Health, Inc., Virta Health Corp., and other participants. In the market for technology solutions for hospitals and health systems, competitors include American Well Corporation as well as smaller technology providers.
THMG has agreed to provide our members, through its providers, access to telehealth services and recommended treatment 24 hours per day, 365 days per year. The services agreement also requires THMG to maintain the state licensure and other credentialing requirements of its providers.
THMG and Uplift PC have agreed to provide our members, through their providers, access to telehealth services and recommended treatment 24 hours per day, 365 days per year. The services agreements also require THMG and Uplift PC to maintain the state licensure and other credentialing requirements of their providers.
Our unique technology designed for the hospital and health system market is a complete end-to-end telehealth solution, including patient intake, emergent and scheduled encounters, video conferencing capabilities (including our virtual care end-point offering, Inpatient Connected Care), access to medical images, full application-specific clinical documentation tools – including interfaces to health system EMRs, and complete operational and clinical reporting and analytics.
Our Solo platform, which is technology designed for the hospital and health system market, is a complete end-to-end telehealth solution, including patient intake, emergent and scheduled encounters, video conferencing capabilities, access to medical images, full application-specific clinical documentation tools – including interfaces to health system electronic medical records (“EMRs”), and complete operational and clinical reporting and analytics.
Our direct sales team comprises enterprise focused sales professionals, who are supported by a sales operations staff, including product technology experts, lead generation professionals, and sales data experts. We maintain relationships with key industry participants including benefit consultants, brokers, group purchasing organizations, health plans, and hospital partners.
Our direct sales team comprises enterprise focused sales professionals, who are supported by product experts, solution architects, lead generation professionals, and sales operations staff. We maintain relationships with key industry participants including benefit consultants, brokers, group purchasing organizations, health plans, as well as hospitals, health systems and other care delivery partners.
We generate Client leads, accelerate sales opportunities, and build brand awareness through our marketing programs. Our marketing programs target human resource, benefits, and finance executives in addition to technology and health professionals, senior business leaders, and healthcare channel partners.
We generate Client leads, accelerate sales opportunities, and build brand awareness with marketing programs that target human resources and benefits leaders, technology and health professionals, senior business leaders, and healthcare channel partners.
Competition focuses on, among other factors, experience in 10 Table of Contents operation, customer service, quality of technology and know-how, ability to generate and demonstrate clinical and financial outcomes for clients, and reputation. Integrated Care Segment Competitors in the telehealth and expert medical services market include MDLive, Inc.
Competition focuses on, among other factors, experience in operation, customer service, quality of technology and know-how, ability to generate and demonstrate clinical and financial outcomes for clients, and reputation. 10 Table of Contents Integrated Care Segment Competitors in the virtual care market include MDLive (owned by Cigna), American Well Corporation, Included Health, and Accolade (owned by Transcarent), among other participants.
Our platform’s APIs power external connectivity and deep integration with a wide range of payors, electronic medical records ("EMR"), third-party applications, and other interfaces with employers, hospital systems, and health systems, which we believe uniquely positions us as a long-term partner meeting the unique needs of the rapidly changing healthcare industry.
We are also able to customize our platform for key partnerships globally. APIs enable external connectivity and deep integration with a wide range of payors, EMRs, third-party applications, and other interfaces with employers, hospital systems, and health systems, which we believe uniquely positions us as a long-term partner meeting the unique needs of the rapidly changing healthcare industry.
The services agreement has a 20-year term unless earlier terminated upon mutual agreement of the parties or unilaterally by a party following the commencement of bankruptcy or liquidation proceeds by the non-terminating party, a material breach of the services agreement by the non-terminating party, or a governmental or judicial termination order related to the services agreement.
The services agreements each have a 20-year term, with the THMG services agreement expiring in February 2040 and the Uplift PC services agreement expiring in June 2045, unless earlier terminated upon mutual agreement of the parties or unilaterally by a party following the commencement of bankruptcy or liquidation proceeds by the non-terminating party, a material breach of the services agreement by the non-terminating party, or a governmental or judicial termination order related to the services agreement.
Access fees are paid by our Clients on behalf of their employees, dependents, policy holders, card holders, beneficiaries, clinicians, or as is the case with certain of our subscribers, fees are paid by our members themselves.
Access fees are paid by our Clients on behalf of their employees, dependents, policy holders, card holders, beneficiaries, clinicians, or as is the case with certain of our subscribers, fees are paid by our members themselves. We also generate revenue from Clients on a per-telehealth visit basis. These visit fees are typically paid by Clients and/or members.
In certain cases, it may be necessary to modify our planned operations and procedures to comply with these more stringent state laws. Not only may some of these state laws impose fines and penalties upon violators, but also some, unlike HIPAA, may afford private rights of action to individuals who believe their personal information has been misused.
Not only may some of these state laws impose fines and penalties upon violators, but also some, unlike HIPAA, may afford private rights of action to individuals who believe their personal information has been misused.
In our various sales channels, a range of third parties, including health plans, pharmacy benefits managers, financial institutions, brokers, agents, benefits consultants, and resellers, sell our solutions to various end markets around the world. Our BetterHelp segment primarily sells directly to individual consumers.
In our various sales channels, a range of third parties, including health plans, pharmacy benefits managers, financial institutions, brokers, agents, benefits consultants, and resellers, sell our solutions to various end markets around the world. Our BetterHelp segment primarily provides mental health services to individuals who self-pay or are covered by insurance.
BetterHelp Segment In the D2C mental health and other wellness services markets, competitors include a variety of smaller direct-to-consumer platforms, including Talkspace and Calm. Teladoc Health Medical Group, P.A. We provide business support and administrative services pursuant to a services agreement with our affiliated clinical entities, including Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A.
BetterHelp Segment In the virtual mental health and other wellness services markets, competitors include platforms such as Grow Therapy, Headway, Rula, Spring Health, and Talkspace. THMG Association and Uplift Association We provide business support and administrative services pursuant to a services agreement with our affiliated clinical entities, including Teladoc Health Medical Group, P.A., formerly Teladoc Physicians, P.A.
State corporate practice of medicine and fee splitting laws vary from state to state and are not always consistent among states. In addition, these requirements are subject to broad powers of interpretation and enforcement by state regulators.
We are aware of a number of states, including Washington, Maine, Connecticut, and North Carolina which are considering similar bills in 2026. State corporate practice of medicine and fee splitting laws vary from state to state and are not always consistent among states. In addition, these requirements are subject to broad powers of interpretation and enforcement by state regulators.
Through our technology and workflows, Clients can more efficiently administer admissions, discharge planning, patient education, nursing coverage, and virtual provider consultations, improving efficiency and quality of care, and helping address hospital staffing challenges.
Through our technology and workflows, Clients can more efficiently administer admissions, discharge planning, patient education, nursing coverage, and virtual provider consultations, improving efficiency and quality of care, and helping address hospital staffing challenges. Due to the sensitive nature of our members’ and Clients’ data, we have a heightened focus on data security and protection.
False Claims Act Both federal and state government agencies have continued civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies and their executives and managers. Although there are a number of civil and criminal statutes that can be applied to healthcare providers, a significant number of these investigations involve the federal False Claims Act.
False Claims Act Both federal and state government agencies have continued civil and criminal enforcement efforts as part of numerous ongoing investigations of healthcare companies and their executives and managers.
BetterHelp Segment In our BetterHelp segment, we primarily generate revenue from paying users who most commonly pay a weekly or monthly fee to access our network of psychotherapists as well as to use our BetterSleep app designed to help people improve their sleep quality and overall well-being .
BetterHelp Segment In our BetterHelp segment, we primarily generate revenue from paying users, including both those who pay directly out-of-pocket and those who utilize their insurance coverage, who most commonly pay a weekly or monthly fee to access our network of psychotherapists as well as to use our BetterSleep app designed to help people improve their sleep quality and overall well-being . 4 Table of Contents The Teladoc Health Brand Portfolio We deliver products and services to our customers through two flagship brands, Teladoc Health and BetterHelp.
The customers of our Integrated Care segment primarily consist of employers, health plans, hospitals and health systems, insurance and financial services companies (collectively “Clients”), as well as individual consumers who utilize our solutions. Clients and individual consumers purchase our solutions to expand access to convenient, affordable, and high-quality healthcare to their constituents and to reduce their healthcare spending.
The customers of our Integrated Care segment primarily consist of employers, health plans, hospitals and health systems, insurance companies, and financial services companies (collectively “Clients”), as well as individuals who turn to us for care. We help Clients to expand access to high-quality healthcare, improve outcomes, and lower healthcare costs.
Some of our contracts place a portion of our fees at risk or provide an opportunity to earn performance-based payments for achieving specific targets for service-level metrics, cost savings, and/or clinical outcomes. Access fees comprise the significant majority of our Integrated Care segment revenue.
These Clients also purchase and lease related hardware devices such as robots, carts, and tablets. Some of our contracts place a portion of our fees at risk or provide an opportunity to earn performance-based payments for achieving specific targets for service-level metrics, cost savings, and/or clinical outcomes.
By combining the latest in data science and analytics with an award-winning user experience through a set of highly flexible integrated technology platforms, we completed approximately 17.3 million telehealth visits in 2024 through our business-to-business ("B2B") and direct-to-consumer ("D2C") channels.
By combining the latest in data science and analytics with a personalized user experience through a set of highly flexible integrated technology platforms, we completed 17.1 million telehealth visits in 2025 through our business-to-business (“B2B”) and direct-to-consumer (“D2C”) channels. We provide access to healthcare 24 hours a day, 7 days a week, and 365 days a year.
Relative to our mental health capabilities, BetterHelp is the leader in the D2C therapy market, both in terms of the number of individuals enrolled and the number of licensed professionals who provide services on the platform.
Through our BetterHelp segment, we are also a leading provider of virtual mental health therapy in the consumer market, both in terms of the number of individuals enrolled and the number of licensed professionals who provide services on the platform.
Teladoc Health was founded on a simple, yet revolutionary idea: that everyone should have access to the best healthcare, anywhere in the world on their terms.
Item 1. Business Overview Teladoc Health is the global leader in virtual care. More than 20 years ago, we were founded on a simple, yet revolutionary idea: that everyone should have access to the best healthcare, anywhere in the world on their terms.
Even with our strong historical growth, we believe there is substantial untapped growth potential, both domestically and internationally. Historically, almost half of individuals seeking care from BetterHelp have never sought therapy before, suggesting that the availability of high quality, convenient, consumer friendly virtual mental healthcare is expanding the mental healthcare market.
Historically, almost half of individuals seeking care from BetterHelp have never sought therapy before, suggesting that the availability of high quality, convenient, consumer friendly virtual mental healthcare is expanding the mental healthcare market. BetterHelp has consistently driven strong user satisfaction, evidenced by our consistently high net promoter scores.
As the first comprehensive virtual healthcare company providing integrated care at scale, we have pioneered solutions and created what we believe are collectively the telehealth industry’s first and only offerings of their kind.
As the first comprehensive virtual care company providing integrated care at scale, we have pioneered solutions and created what we believe are collectively the virtual care industry’s first and only offerings of their kind. Our competitive advantages allow us to deliver solutions that create and demonstrate positive clinical outcomes for our members and strong return on investment for our Clients.
Regulatory authorities or other parties, including the THMG Association's providers, may assert that, despite our contractual arrangements with the THMG Association and the BetterHelp platform, we are directly engaged in the corporate practice of medicine or that our contractual arrangements with affiliated physician groups constitute unlawful fee splitting.
Some of these requirements may apply to us even if we do not have a physical presence in the state, based solely on our engagement of a provider licensed in the state or the provision of telehealth to a resident of the state. 12 Table of Contents Regulatory authorities or other parties, including the THMG Association's and the Uplift Association’s providers, may assert that, despite our contractual arrangements with the THMG Association and the Uplift Association, we are directly engaged in the corporate practice of medicine or that our contractual arrangements with affiliated physician groups constitute unlawful fee splitting.
Regulatory Environment Our operations are subject to comprehensive U.S. federal, state and local, and comparable multiple levels of international regulation in the jurisdictions in which we do business. The laws and rules governing our business and interpretations of those laws and rules continue to expand and become more restrictive each year and are subject to frequent change.
The laws and rules governing our business and interpretations of those laws and rules continue to expand and become more restrictive each year and are subject to frequent change.
U.S. Federal and State Fraud, Waste, and Abuse Laws Federal Stark Law We are subject to the federal self-referral prohibitions, commonly known as the Stark Law.
We have observed a general increase in corporate practice of medicine enforcement across the healthcare industry in 2025 which we expect to continue in 2026. U.S. Federal and State Fraud, Waste, and Abuse Laws Federal Stark Law We are subject to the federal self-referral prohibitions, commonly known as the Stark Law.
See “Risk Factors—Risks Related to Our Business and Industry—Our quarterly results may fluctuate significantly, which could adversely impact the value of our common stock.” included elsewhere in this Annual Report on Form 10-K. 11 Table of Contents Health Equity Our commitment to health equity is central to our mission of empowering all people everywhere to live their healthiest lives.
See “Risk Factors—Risks Related to Our Business and Industry—Our quarterly results may fluctuate significantly, which could adversely impact the value of our common stock.” included elsewhere in this Annual Report on Form 10-K. 11 Table of Contents Regulatory Environment Our operations are subject to comprehensive U.S. federal, state and local, and comparable multiple levels of international regulation in the jurisdictions in which we do business.
We strive to build a culture of inclusion which includes regularly soliciting employee feedback through our pulse engagement surveys, listening circles, and seeking opportunities to advance employee feedback. Open Dialogue to Encourage Diverse Thinking and Voices.
We strive to build a culture of inclusion which includes regularly soliciting employee feedback through our pulse engagement surveys. 17 Table of Contents Focusing on Recruiting and Talent Acquisition.
We do not believe that our operations or results will be materially adversely affected by a return to the status quo from a regulatory perspective. For additional discussion of our regulatory environment, see “Risk Factors” included in Part I, Item 1A of this Annual Report on Form 10-K.
For additional discussion of our regulatory environment, see “Risk Factors” included in Part I, Item 1A of this Annual Report on Form 10-K.
With these locations, we are able to provide 24x7 services to our members internationally. When medically necessary, our doctors can help members navigate the local health systems to obtain the best healthcare for their situation.
Our international operations are headquartered in Barcelona, Spain with satellite locations in Canada, Europe, South America, Australia, and Asia. We are able to deliver localized care to our members in these regions. When medically necessary, our clinicians can help members navigate the local health systems to obtain the best healthcare for their situation.
The scale of our data and provider network, powered by our data science capabilities, creates a competitive advantage for us in providing an optimal match of an individual with a provider, increasing the rate of success in therapy. We leverage diverse customer acquisition channels and increase organic sources of traffic, which reduces dependence on any single source of member acquisition.
The scale of our data and provider network, powered by our data science capabilities, creates a competitive advantage for us in providing an optimal match of an individual with a provider, increasing the rate of success in therapy. Further, we have a demonstrated ability to drive clinical outcomes, including symptom reduction and remission.
Imposition of any of these remedies could have a material adverse effect on our business, financial condition, and results of operations. In addition to a few statutory exceptions, the HHS Office of Inspector General (“OIG”) has published safe-harbor regulations that outline categories of activities that are deemed protected from prosecution under the Anti-Kickback Statute provided all applicable criteria are met.
Department of Health and Human Services (“HHS”) Office of Inspector General (“OIG”) has published safe-harbor regulations that outline categories of activities that are deemed protected from prosecution under the Anti-Kickback Statute provided all applicable criteria are met.
Combining our suite of international clinical capabilities with our technology and operational scale uniquely equips us to meet the needs of multinational employers.
Global Footprint Spanning Clients, Medical Operations and Members We believe we have the only global virtual care footprint spanning a diverse set of Client channels, medical operations, and members. Combining our suite of international clinical capabilities with our technology and operational scale uniquely equips us to meet the needs of multinational organizations.
Who We Serve As of December 31, 2024, approximately 94 million members in the United States (“U.S.”) have access to one or more of our products and services.
Online counseling and therapy services are provided via our network of nearly 35,000 licensed clinicians leveraging our platform for web, mobile app, phone, and text-based interactions. Who We Serve As of December 31, 2025, approximately 102 million members in the United States (“U.S.”) have access to one or more of our services.
We apply analytics to the de-identified data points generated in our millions of visits with patients to continuously improve the clinical quality of our services.
We apply evidence-based clinical guidelines, measure and monitor performance, prioritize patient safety with a dedicated expert team, apply continuous quality improvement methodologies, and research, learn, innovate and share insights to improve virtual care. We apply analytics to the de-identified data points generated in our millions of visits with patients to continuously improve the clinical quality of our services.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeOur international operations are also subject to particular risks in addition to those faced by our domestic operations, including: • the need to localize and adapt our solutions for specific countries, including translation into foreign languages and associated expenses; • obtaining regulatory approvals or clearances where required for the sale of our solutions, devices, and services in various countries; • potential loss of proprietary information due to misappropriation or laws that may be less protective of our intellectual property rights than U.S. laws or that may not be adequately enforced; • requirements of foreign laws and other governmental controls, including compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, healthcare, tax, privacy, and data protection laws and regulations; • data privacy laws that require that Client and member data be stored and processed in a designated territory; • new and different sources of competition and laws and business practices favoring local competitors; • local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from engaging in by the FCPA and other anti-corruption laws and regulations; • changes to economic sanctions laws and regulations and imposition of tariffs; • central bank and other restrictions on our ability to repatriate cash from international subsidiaries; • adverse tax consequences; • fluctuations in currency exchange rates, economic instability, and inflationary conditions, which could make our solutions more expensive or increase our costs of doing business in certain countries; • limitations on future growth or inability to maintain current levels of revenues from international sales if we do not invest sufficiently in our international operations; • different pricing environments, longer sales cycles, and longer accounts receivable payment cycles and collections issues; • difficulties in staffing, managing and operating our international operations, including difficulties related to administering our stock plans in some foreign countries and increased financial accounting and reporting burdens and complexities; 31 Table of Contents • difficulties in coordinating the activities of our geographically dispersed and culturally diverse operations; • political unrest, war, terrorism, economic instability, curtailment of trade, epidemics (such as the COVID-19 pandemic), or regional natural disasters, particularly in areas in which we have facilities.
Biggest changeIn some countries we are required to, or choose to, operate with local business partners, which requires us to manage our partner relationships and may reduce our operational flexibility and ability to quickly respond to business challenges. 31 Table of Contents Our international operations are also subject to particular risks in addition to those faced by our domestic operations, including: • the need to localize and adapt our solutions for specific countries, including translation into foreign languages and associated expenses; • obtaining regulatory approvals or clearances where required for the sale of our solutions, devices, and services in various countries; • potential loss of proprietary information due to misappropriation or laws that may be less protective of our intellectual property rights than U.S. laws or that may not be adequately enforced; • requirements of foreign laws and other governmental controls, including compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, healthcare, tax, privacy, consumer protection, and data protection laws and regulations; • data privacy laws that require that Client and member data be stored and processed in a designated territory; • new and different sources of competition and laws and business practices favoring local competitors; • local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from engaging in by the FCPA and other anti-corruption laws and regulations; • trade protection measures, such as tariffs and other duties, which could exacerbate trade disputes between the U.S. and several foreign countries, including China, as well as sanctions and export control measures targeting certain countries, and increases in the prices of devices and supplies delivered in connection with our programs; • central bank and other restrictions on our ability to repatriate cash from international subsidiaries; • adverse tax consequences; • fluctuations in currency exchange rates, economic instability, and inflationary conditions, which could make our solutions more expensive or increase our costs of doing business in certain countries; • limitations on future growth or inability to maintain current levels of revenues from international sales if we do not invest sufficiently in our international operations; • different pricing environments, longer sales cycles, and longer accounts receivable payment cycles and collections issues; • difficulties in staffing, managing and operating our international operations, including difficulties related to administering our stock plans in some foreign countries and increased financial accounting and reporting burdens and complexities; • difficulties in coordinating the activities of our geographically dispersed and culturally diverse operations; • political unrest, war, terrorism, economic instability, curtailment of trade, epidemics (such as the COVID-19 pandemic), or regional natural disasters, particularly in areas in which we have facilities.
We would also be liable for unpaid past taxes and subject to penalties. As a result, any determination that these providers or experts are our employees could have a material adverse effect on our business, financial condition, and results of operations.
We would also be liable for unpaid past taxes and subject to penalties. As a result, any determination that these providers or experts are employees could have a material adverse effect on our business, financial condition, and results of operations.
We have been, and may in the future become, subject to such securities class action litigation, shareholder derivative complaints and related matters, and any such proceedings could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations.
We have been, and may in the future become, subject to such securities class action litigation, shareholder derivative complaints and related matters, and any such proceedings have and could result in substantial costs and a diversion of management’s attention and resources, which could have a material adverse effect on our business, financial condition, and results of operations.
Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation; • the federal False Claims Act that imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly making, or causing to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits; • reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs; • similar state law provisions pertaining to anti-kickback, self-referral, and false claims issues, some of which may apply to items or services reimbursed by any payor, including patients and commercial insurers; • state laws that prohibit general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions, or engaging in some practices such as splitting fees with physicians; • laws that regulate debt collection practices as applied to our debt collection practices; • a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose or refund known overpayments; • federal and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for services unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered; and • federal and state laws and policies that require healthcare providers to maintain licensure, certification, or accreditation to enroll and participate in the Medicare and Medicaid programs, to report certain changes in their operations to the agencies that administer these programs.
Similar to the federal Anti-Kickback Statute, a person or entity does not need to have actual knowledge of the statute or specific intent to violate it to have committed a violation; • the federal False Claims Act that imposes civil and criminal liability on individuals or entities that knowingly submit false or fraudulent claims for payment to the government or knowingly making, or causing to be made, a false statement in order to have a false claim paid, including qui tam or whistleblower suits; • reassignment of payment rules that prohibit certain types of billing and collection practices in connection with claims payable by the Medicare or Medicaid programs; • similar state law provisions pertaining to anti-kickback, self-referral, and false claims issues, some of which may apply to items or services reimbursed by any payor, including patients and commercial insurers; • state laws that prohibit general business corporations, such as us, from practicing medicine, controlling physicians’ medical decisions, or engaging in some practices such as splitting fees with physicians; • laws that regulate debt collection practices as applied to our debt collection practices; • a provision of the Social Security Act that imposes criminal penalties on healthcare providers who fail to disclose or refund known overpayments; • federal and state laws that prohibit providers from billing and receiving payment from Medicare and Medicaid for services unless the services are medically necessary, adequately and accurately documented, and billed using codes that accurately reflect the type and level of services rendered; and 42 Table of Contents • federal and state laws and policies that require healthcare providers to maintain licensure, certification, or accreditation to enroll and participate in the Medicare and Medicaid programs, to report certain changes in their operations to the agencies that administer these programs.
In our U.S. telehealth business, we are dependent on our relationships with affiliated professional entities, which we do not own, to provide medical services, and our business would be adversely affected if those relationships were disrupted or if our arrangements with the THMG Association's providers or our Clients are found to violate state laws prohibiting the corporate practice of medicine or fee splitting.
In our U.S. telehealth business, we are dependent on our relationships with affiliated professional entities, which we do not own, to provide medical services, and our business would be adversely affected if those relationships were disrupted or if our arrangements with the THMG Association's or the Uplift Association's providers or our Clients are found to violate state laws prohibiting the corporate practice of medicine or fee splitting.
We also may not achieve the anticipated cost savings, synergies or other benefits from the acquired business due to a number of factors, including, but not limited to: • inability to integrate or benefit from acquired technologies or services in a profitable manner; • unanticipated costs or liabilities associated with the acquisition; • difficulty integrating the accounting and operational systems, operations, and personnel of the acquired business; • difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business; • difficulty converting the Clients of the acquired business onto our platform and contract terms, including disparities in the revenue, licensing, support, or professional services model of the acquired company; • diversion of management’s attention from other business concerns; 50 Table of Contents • adverse effects to our existing business relationships with business partners and Clients as a result of the acquisition; • the potential loss of key employees; • use of resources that are needed in other parts of our business; and • use of substantial portions of our available cash to consummate the acquisition.
We also may not achieve the anticipated cost savings, synergies or other benefits from the acquired business due to a number of factors, including, but not limited to: • inability to integrate or benefit from acquired technologies or services in a profitable manner; • unanticipated costs or liabilities associated with the acquisition; • difficulty integrating the accounting and operational systems, operations, and personnel of the acquired business; • difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business; • difficulty converting the Clients of the acquired business onto our platform and contract terms, including disparities in the revenue, licensing, support, or professional services model of the acquired company; • diversion of management’s attention from other business concerns; • adverse effects to our existing business relationships with business partners and Clients as a result of the acquisition; • the potential loss of key employees; • use of resources that are needed in other parts of our business; and 51 Table of Contents • use of substantial portions of our available cash to consummate the acquisition.
Despite the terms in our supply agreements, our suppliers may encounter problems that limit their ability to supply products to us, including financial difficulties, imposition of tariffs that impact the suppliers' ability to perform their obligations or significantly increase the amount we pay, labor shortages, shutdowns related to a pandemic or other emergency, shipping delays, or damage to their manufacturing equipment or facilities.
Despite the terms in our supply agreements, our suppliers may encounter problems that limit their ability to supply products to us, including financial difficulties, further imposition of tariffs that impact the suppliers' ability to perform their obligations or significantly increase the amount we pay, labor shortages, shutdowns related to a pandemic or other emergency, shipping delays, or damage to their manufacturing equipment or facilities.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect our business, financial condition, or results of operations.
Alternatively, if a court were to find the choice of forum provision contained in our amended and restated certificate of incorporation to be inapplicable or unenforceable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could have a material adverse effect on our business, financial condition, or results of operations.
Any claims made against us that are not fully covered by insurance could be costly to defend against, result in substantial damage awards against us, and divert the attention of our management and the THMG Association's providers from our operations, which could have a material adverse effect on our business, financial condition, and results of operations.
Any claims made against us that are not fully covered by insurance could be costly to defend against, result in substantial damage awards against us, and divert the attention of our management and the THMG Association's and the Uplift Association's providers from our operations, which could have a material adverse effect on our business, financial condition, and results of operations.
Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”), which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. 51 Table of Contents Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Moreover, because we are incorporated in Delaware, we are governed by the provisions of Section 203 of the General Corporation Law of the State of Delaware (the “DGCL”), which prohibits a person who owns in excess of 15% of our outstanding voting stock from merging or combining with us for a period of three years after the date of the transaction in which the person acquired in excess of 15% of our outstanding voting stock, unless the merger or combination is approved in a prescribed manner. 52 Table of Contents Our amended and restated certificate of incorporation provides that the Court of Chancery of the State of Delaware will be the exclusive forum for substantially all disputes between us and our stockholders, which could limit our stockholders’ ability to obtain a favorable judicial forum for disputes with us or our directors, officers, or employees.
Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, including, without limitation, the following: • the addition or loss of large Clients, including through acquisitions or consolidations of such Clients; • seasonal and other variations in the timing of the sales of our services or the cost of BetterHelp customer acquisitions, as discussed above; • the timing of recognition of revenue, including possible delays in the recognition of revenue due to sometimes unpredictable Client implementation and launch timelines and performance guarantees; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure; • the effectiveness of our revenue cycle management processes; • our ability to effectively manage the size and composition of our proprietary network of healthcare professionals relative to the level of demand for services from our members; • the timing and success of introductions of new applications and services by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, Clients, or strategic partners; • Client renewal rates and the timing and terms of Client renewals; • the mix of applications and services sold during a period; • the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill and/or other assets; and • changes in the value or useful lives of our assets.
Our quarterly financial results may fluctuate as a result of a variety of factors, many of which are outside of our control, including, without limitation, the following: • the addition or loss of large Clients, including through acquisitions or consolidations of such Clients; • seasonal and other variations in the timing of the sales of our services or the cost of BetterHelp customer acquisitions, as discussed above; • the timing of recognition of revenue, including possible delays in the recognition of revenue due to sometimes unpredictable Client implementation and launch timelines and performance guarantees; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations, and infrastructure; • the effectiveness of our revenue cycle management processes; • our ability to effectively manage the size and composition of our proprietary network of healthcare professionals relative to the level of demand for services from our members; • the timing and success of introductions of new applications and services by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, Clients, or strategic partners; • Client renewal rates and the timing and terms of Client renewals; 29 Table of Contents • the mix of applications and services sold during a period; • the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill and/or other assets; and • changes in the value or useful lives of our assets.
Failure to attract new personnel or failure to retain and motivate our current personnel, could have a material adverse effect on our business, financial condition, and results of operations. We are dependent on our ability to recruit, retain and develop a very large and diverse workforce. We must evolve our culture in order to successfully grow our business.
Failure to attract new personnel or failure to retain and motivate our current personnel, could have a material adverse effect on our business, financial condition, and results of operations. We are dependent on our ability to recruit, retain and develop a very large workforce. We must evolve our culture in order to successfully grow our business.
A significant downturn in the economic activity attributable to any particular industry may cause organizations to react by reducing their capital and operating expenditures in general or by specifically reducing their spending on healthcare matters, including chronic care and mental health solutions.
A significant downturn in economic activity attributable to any particular industry may cause organizations to react by reducing their capital and operating expenditures in general or by specifically reducing their spending on healthcare matters, including chronic care and mental health solutions.
We expect that we may in the future receive notices that claim we or our Clients using our solutions have misappropriated or misused other parties’ intellectual property rights, particularly as the number of competitors in our market grows and the functionality of applications amongst competitors overlaps.
We expect that we may in the future receive additional notices that claim we or our Clients using our solutions have misappropriated or misused other parties’ intellectual property rights, particularly as the number of competitors in our market grows and the functionality of applications amongst competitors overlaps.
We expect to derive a significant portion of our revenue from the renewal of existing Client contracts and sales of additional applications and services to existing Clients. As part of our growth strategy, for instance, we have focused on expanding our services amongst current Clients.
We expect to continue to derive a significant portion of our revenue from the renewal of existing Client contracts and sales of additional applications and services to existing Clients. As part of our growth strategy, for instance, we have focused on expanding our services amongst current Clients.
Additionally, a number of states have recently introduced or are planning to introduce legislation which would significantly increase the level of scrutiny that similarly structured organizations would face and could introduce additional penalties on management services organizations similar to ours.
Additionally, a number of states have introduced or are planning to introduce legislation which would significantly increase the level of scrutiny that similarly structured organizations would face and could introduce additional penalties on management services organizations similar to ours.
In addition, because our board of directors (the "Board") is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board.
In addition, because our board of directors (the “Board”) is responsible for appointing the members of our management team, these provisions may frustrate or prevent any attempts by our stockholders to replace or remove our current management by making it more difficult for stockholders to replace members of our Board.
The loss of any of our key Clients, or a failure of some of them to renew or expand their relationships with us, could have a significant impact on the growth rate of our revenue, profitability, and our reputation.
The further loss of any of our key Clients, or a failure of some of them to renew or expand their relationships with us, could have a significant impact on the growth rate of our revenue, profitability, and our reputation.
Furthermore, any failure, or perceived failure, by us to comply with or make effective modifications to our policies, or to comply with any federal, state, or international privacy, data-retention or data-protection-related laws, regulations, orders, or industry self-regulatory principles could result in proceedings or actions against us by governmental entities or others, a loss of customer confidence, damage to our brand and reputation, and a loss of customers, any of which could have an adverse effect on our business.
Furthermore, any failure, or perceived failure, by us to comply with or make effective modifications to our policies, or to comply with any federal, state, or international privacy, data-retention or data-protection-related laws, regulations, orders, or industry self-regulatory principles could result in proceedings or actions against us by governmental entities or others, a loss of customer confidence, damage to our brand and reputation, and a loss of Clients, any of which could have an adverse effect on our business.
If our data were found to be inaccurate or unreliable due to error or fraud, or if we, or any of the third-party service providers we engage, were to fail to maintain information systems, including our new EMR system, and data integrity effectively, we may not achieve the intended benefits of the new system and could experience operational disruptions that may impact our members and providers and hinder our ability to provide services, retain and attract members, and manage our member risk profiles.
If our data were found to be inaccurate or unreliable due to error or fraud, or if we, or any of the third-party service providers we engage, were to fail to maintain information systems and data integrity effectively, we may not achieve the intended benefits of the new system and could experience operational disruptions that may impact our members and providers and hinder our ability to provide services, retain and attract members, and manage our member risk profiles.
Economic downturns, market volatility, inflation and uncertainty make it potentially very difficult for our Clients and us to accurately forecast and plan future business activities.
Economic downturns, market volatility, inflation, tariffs, and uncertainty make it potentially very difficult for our Clients and us to accurately forecast and plan future business activities.
A determination that these arrangements violate state statutes, or our inability to successfully restructure our relationships with the THMG Association's providers to comply with these statutes, could hinder our ability to provide services to Clients located in certain states, which would have a materially adverse effect on our business, financial condition, and results of operations.
A determination that these arrangements violate state statutes, or our inability to successfully restructure our relationships with the THMG Association's or the Uplift Association's providers to comply with these statutes, could hinder our ability to provide services to Clients or members located in certain states, which would have a materially adverse effect on our business, financial condition, and results of operations.
We have been and may become subject, from time to time, to legal and regulatory proceedings, including claims that arise in the ordinary course of business, such as claims brought by our Clients in connection with commercial disputes or employment claims made by our current or former associates. For example, see Note 17.
We have been and may become subject, from time to time, to legal and regulatory proceedings, including claims that arise in the ordinary course of business, such as claims brought by our Clients in connection with commercial disputes or employment claims made by our current or former associates. For example, see Note 18.
For example, the COVID-19 pandemic, including its variants, disrupted the normal operations of our business, and any other similar pandemic or epidemic may result in the same among other impacts. As another example, our headquarters are located in the greater New York City area, a region with a history of terrorist attacks and hurricanes.
For example, the COVID-19 pandemic, including its variants, disrupted the normal operations of our business, and any other similar pandemic or epidemic may result in the same among other impacts. As another example, our headquarters are located in New York City, a region with a history of terrorist attacks and hurricanes.
We structure our relationships with many of the THMG Association's providers and experts in a manner that we believe results in an independent contractor relationship, not an employee relationship. An independent contractor is generally distinguished from an employee by his or her degree of autonomy and independence in providing services.
We structure the relationships with many of the THMG Association's and the Uplift Association's providers and experts in a manner that we believe results in an independent contractor relationship, not an employee relationship. An independent contractor is generally distinguished from an employee by his or her degree of autonomy and independence in providing services.
Competition from these parties may result in a loss of Clients and will result in continued pricing pressures, which is likely to lead to price declines in certain product segments, which could negatively impact our sales, profitability, and market share.
Competition from these parties has and may continue to result in a loss of Clients and will result in continued pricing pressures, which is likely to lead to price declines in certain product segments, and which could negatively impact our sales, profitability, and market share.
“Commitments and Contingencies,” to the consolidated financial statements for additional information regarding certain proceedings that have been initiated against us. Regardless of outcome, such current or any future proceedings may result in substantial costs and may divert management’s attention and resources or decrease market acceptance of our solutions, which may substantially harm our business, financial condition, and results of operations.
“Commitments and Contingencies” to the consolidated financial statements for additional information regarding certain proceedings that have been initiated against us. Regardless of outcome, such current or any future proceedings may result in substantial costs and may divert management’s attention and resources or decrease market acceptance of our solutions, which may substantially harm our business, financial condition, and results of operations.
Any further restrictions in laws such as the CAN-SPAM Act, the Telephone Consumer Protection Act, the Do-Not-Call-Implementation Act, applicable Federal Communications Commission telemarketing rules (including the declaratory ruling affirming the blocking of unwanted robocalls), the FTC Privacy Rule, Safeguards Rule, Consumer Report Information Disposal Rule, Telemarketing Sales Rule, Canada’s Anti-Spam Law and various U.S. state laws, or 44 Table of Contents new federal or state laws and regulations on marketing and solicitation or international privacy, e-privacy, and anti-spam laws that govern these activities could adversely affect the continuing effectiveness of email, online advertising and direct mailing techniques and could force further changes in our marketing strategy.
Any further restrictions in laws such as the CAN-SPAM Act, the Telephone Consumer Protection Act, the Do- 45 Table of Contents Not-Call-Implementation Act, applicable Federal Communications Commission telemarketing rules (including the declaratory ruling affirming the blocking of unwanted robocalls), the FTC Privacy Rule, Safeguards Rule, Consumer Report Information Disposal Rule, Telemarketing Sales Rule, Canada’s Anti-Spam Law, U.S. state consumer health data laws, Electronic Communications Privacy Act and various U.S. state laws, or new federal or state laws and regulations on marketing and solicitation or international privacy, e-privacy, and anti-spam laws that govern these activities could adversely affect the continuing effectiveness of email, online advertising and direct mailing techniques and could force further changes in our marketing strategy.
If we are unable to renew these agreements on commercially reasonable terms, or if one of our cloud vendors or data center operators is acquired, we may be required to transfer our servers and other infrastructure to a new vendor or a new data center facility, and we may incur significant costs and possible service interruption in connection with doing so.
If we are unable to renew these agreements on commercially reasonable terms, or if one of our cloud vendors or data center operators is acquired, we may be required to transfer our servers and other infrastructure to a new vendor or a new data center facility, and we may 36 Table of Contents incur significant costs and possible service interruption in connection with doing so.
Moreover, if one or more of the analysts who cover us express views regarding us that may be perceived as negative or less favorable than previous views, downgrade our stock, or if our results of operations do not meet their expectations, the share price of our common stock could decline. Item 1B. Unresolved Staff Comments None. 52 Table of Contents
Moreover, if one or more of the analysts who cover us express views regarding us that may be perceived as negative or less favorable than previous views, downgrade our stock, or if our results of operations do not meet their expectations, the share price of our common stock could decline. Item 1B. Unresolved Staff Comments None.
These risks include, among others, the following: • our history of losses and accumulated deficit and the risk that we may not achieve profitability; • risk of the loss of any of our significant Clients or partners, or the loss of a significant number of members or BetterHelp users; • our ability to compete successfully in competitive markets, including implementing effective solutions that meet the expectations of our Clients and members; • failures of our or our vendors' cybersecurity measures that expose the confidential information of us, our Clients or members; • our ability to operate in the heavily regulated healthcare industry, and comply with regulations concerning data privacy, including personally identifiable information and personal health information; • our ability to recruit, retain and develop our workforce, and in particular software engineers, as well as a network of qualified providers; • our ability to obtain additional capital through debt or equity financings on commercially reasonable terms or at all; • ongoing legal challenges to, or new actions against, our business model, or the failure of the virtual care market to continue to develop; • risks associated with a decrease in the number of individuals offered benefits by our Clients or the number of products and services to which they subscribe; • rapid technological change in the virtual care market or the failure to innovate and develop new applications and services that are adopted; • our expectations and management of potential growth, including our ability to introduce new products, markets and any change in product mix that impacts our profitability; • our ability to establish and maintain strategic relationships with third parties; • our dependence on a limited number of third-party suppliers for timely access to materials, and the risk of supply chain disruptions or further cost inflation; 19 Table of Contents • our level of indebtedness and our ability to fund debt obligations and comply with covenants in our debt instruments; • our dependence on our relationships with affiliated professional entities; • risks specifically related to our ability to operate in competitive international markets and comply with complex non-U.S. legal requirements; • the potential for future non-cash charges for the impairment of goodwill and other intangible assets; • current and potential future legal proceedings against us and that the insurance we maintain may not fully cover all potential exposures; and • our ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto, and their impact on our financial condition and results of operations.
These risks include, among others, the following: • our history of losses and accumulated deficit and the risk that we may not achieve profitability; • the potential for future non-cash charges for the impairment of goodwill and other intangible assets; • risk of the loss of any of our significant Clients or partners, or the loss of a significant number of members or BetterHelp paying users; • our ability to compete successfully in competitive markets, including implementing effective solutions that meet the expectations of our Clients and members; 18 Table of Contents • failures of our or our vendors' cybersecurity measures that expose the confidential information of us, our Clients or members; • our ability to operate in the heavily regulated healthcare industry, and comply with regulations concerning data privacy, including PII and PHI; • our ability to recruit, retain and develop our workforce, and in particular software engineers, as well as a network of qualified providers; • our ability to obtain additional capital through debt or equity financings on commercially reasonable terms or at all; • ongoing legal challenges to, or new actions against, our business model, or the failure of the virtual care market to continue to develop; • risks associated with a decrease in the number of individuals offered benefits by our Clients or the number of products and services to which they subscribe; • rapid technological change in the virtual care market or the failure to innovate and develop new applications and services that are adopted; • our expectations and management of potential growth, including our ability to introduce new products, markets and any change in product or revenue mix that impacts our profitability; • our ability to establish and maintain strategic relationships with third parties; • our dependence on a limited number of third-party suppliers for timely access to materials, and the risk of supply chain disruptions, imposition or expansion of tariffs or further cost inflation; • our level of indebtedness and our ability to fund debt obligations and comply with covenants in our debt instruments; • our dependence on our relationships with affiliated professional entities; • risks specifically related to our ability to operate in competitive international markets and comply with complex non-U.S. legal requirements; • current and potential future legal proceedings against us and that the insurance we maintain may not fully cover all potential exposures; and • our ability to integrate acquired businesses and achieve fully the strategic and financial objectives related thereto, and their impact on our financial condition and results of operations.
Our ability to conduct virtual care 30 Table of Contents services internationally is subject to the applicable laws governing remote healthcare, including online counseling and therapy services, and the practice of medicine in such location, and the interpretation of these laws is evolving and vary significantly from country to country and are enforced by governmental, judicial, and regulatory authorities with broad discretion.
Our ability to conduct virtual care services internationally is subject to the applicable laws governing remote healthcare, including online counseling and therapy services, and the practice of medicine in such location, and the interpretation of these laws is evolving and vary significantly from country to country and are enforced by governmental, judicial, and regulatory authorities with broad discretion.
We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, and results of operations will be harmed. The virtual care market is competitive, and we expect it to continue to attract increased competition, which could make it difficult for us to succeed.
We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, and results of operations will be harmed. 21 Table of Contents The virtual care market is competitive, and we expect it to continue to attract increased competition, which could make it difficult for us to succeed.
Many factors may lead to a decrease in the number of individuals covered by our Clients and the number of applications or services subscribed to by our Clients, including, but not limited to, the following: • failure of our Clients to adopt or maintain effective business practices; • changes in the nature or operations of our Clients; • government regulations; and • increased competition or other changes in the benefits marketplace.
Many factors may lead to a decrease in the number of individuals covered by our Clients and the number of applications or services subscribed to by our Clients, including, but not limited to, the following: • failure of our Clients to adopt or maintain effective business practices; • changes in the nature or operations of our Clients; • government regulations; and 23 Table of Contents • increased competition or other changes in the benefits marketplace.
Further, challenging economic conditions may impair the ability of our Clients to pay for the applications and services they already have purchased from us and, as a result, our write-offs of accounts receivable could increase. We cannot predict the timing, strength, or duration of any economic slowdown or recovery.
Further, challenging economic conditions, including as a result of increased inflation, may impair the ability of our Clients to pay for the applications and services they already have purchased from us and, as a result, our write-offs of accounts receivable could increase. We cannot predict the timing, strength, or duration of any economic slowdown or recovery.
Information security risks have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks. As cyber threats continue to evolve, we may be required to expend additional resources to further enhance our information security measures and/or to investigate and remediate any information security vulnerabilities.
Information security risks 37 Table of Contents have generally increased in recent years because of the proliferation of new technologies and the increased sophistication and activities of perpetrators of cyber-attacks. As cyber threats continue to evolve, we may be required to expend additional resources to further enhance our information security measures and/or to investigate and remediate any information security vulnerabilities.
A material change in our relationship with THMG, or among THMG and the contracted professional corporations, whether resulting from a dispute among the entities, a change in government regulation, or the loss of these affiliations, could impair our ability to provide services to our members and could have a material adverse effect on our business, financial condition, and results of operations.
A material change in our relationship with THMG, Uplift PC, or among THMG or Uplift PC and the respective contracted professional corporations, whether resulting from a dispute among the entities, a change in government regulation, or the loss of these affiliations, could impair our ability to provide services to our members and could have a material adverse effect on our business, financial condition, and results of operations.
Depending on the circumstances, failure to meet applicable regulatory requirements can result in criminal prosecution, fines or other penalties, injunctions, recall or seizure 45 Table of Contents of products, total or partial suspension of production, denial or withdrawal of product approvals, or refusal to allow a us to enter into supply contracts, including government contracts.
Depending on the circumstances, failure to meet applicable regulatory requirements can result in criminal prosecution, fines or other penalties, injunctions, recall or seizure of products, total or partial suspension of production, denial or withdrawal of product approvals, or refusal to allow a us to enter into supply contracts, including government contracts.
Our results of operations would also suffer if our innovations are not responsive to the needs of our Clients and members, appropriately timed with market opportunity, or effectively brought to market. 24 Table of Contents Rapid technological change in our industry and the interoperability with third-party technologies presents us with significant risks and challenges.
Our results of operations would also suffer if our innovations are not responsive to the needs of our Clients and members, appropriately timed with market opportunity, or effectively brought to market. Rapid technological change in our industry and the interoperability with third-party technologies presents us with significant risks and challenges.
Any expected benefits from these systems will be gradual or may not be realized at all, and there could be integration issues or inefficiencies as operators learn the new system. In addition, the introduction of a new system can lead to errors and loss of data or may not work as intended.
Any expected benefits from these systems will be gradual or may not be realized at all, and there have been, and in the future could be integration issues or inefficiencies as operators learn the new system. In addition, the introduction of a new system can lead to errors and loss of data or may not work as intended.
These investments are subject to general credit, liquidity, and market and interest rate risks, particularly in the current economic environment. We may realize losses in the fair value of these investments or a complete loss of these investments, which would have a negative effect on our consolidated financial statements.
These investments are subject to general credit, liquidity, and market and interest rate risks, particularly in the current economic environment. We may realize losses in the fair value of these investments or a complete loss of these investments, which would have a 35 Table of Contents negative effect on our consolidated financial statements.
Our operations have consumed substantial amounts of cash since inception and we intend to continue to make significant investments to support our growth, respond to business challenges or opportunities, develop new applications 33 Table of Contents and services, enhance our existing solutions and services, enhance our operating infrastructure, and potentially acquire complementary businesses and technologies.
Our operations have consumed substantial amounts of cash since inception and we intend to continue to make significant investments to support our growth, respond to business challenges or opportunities, develop new applications and services, enhance our existing solutions and services, enhance our operating infrastructure, and potentially acquire complementary businesses and technologies.
The failure to adequately comply with these future laws and regulations may delay or possibly prevent some of our products or services from being offered to Clients and members, which could have a material adverse effect on our business, financial condition, and results of operations.
The failure to adequately comply with these future laws and regulations may delay or possibly prevent some of our products or services 41 Table of Contents from being offered to Clients and members, which could have a material adverse effect on our business, financial condition, and results of operations.
In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which can result in the risk of impairment over time. For example, see Note 6. "Goodwill," to the consolidated financial statements for information regarding goodwill impairment charges.
In addition, a significant portion of the purchase price of companies we acquire may be allocated to acquired goodwill and other intangible assets, which can result in the risk of impairment over time. For example, see Note 7. “Goodwill” to the consolidated financial statements for information regarding goodwill impairment charges.
Material performance problems, defects, or errors in our existing or new software and applications and services may arise in the future and may result from interface of our solutions with systems and data that we did not develop and the function of which is outside of our control or undetected in our testing.
Material performance problems, defects, or errors in our existing or new software 38 Table of Contents and applications and services may arise in the future and may result from interface of our solutions with systems and data that we did not develop and the function of which is outside of our control or undetected in our testing.
Even if we are successful, we cannot assure you that these relationships will result in increased Client or member use of our applications or increased revenue. Our business and growth strategy depend on our ability to maintain and expand a network of qualified providers.
Even if we are successful, we cannot assure you that these relationships will result in increased Client or member use of our applications or increased revenue. 27 Table of Contents Our business and growth strategy depend on our ability to maintain and expand a network of qualified providers.
Although our reporting currency is the U.S. dollar, we operate in different geographical areas and transact in a range of currencies in addition to the U.S. dollar. As a result, movements in exchange rates may cause our revenue and expenses to fluctuate, impacting our profitability and cash flows.
Our business is exposed to fluctuations in exchange rates. Although our reporting currency is the U.S. dollar, we operate in different geographical areas and transact in a range of currencies in addition to the U.S. dollar. As a result, movements in exchange rates may cause our revenue and expenses to fluctuate, impacting our profitability and cash flows.
Implementing our compliance policies, internal controls, and other systems upon our expansion into new countries and geographies may require the investment of considerable management time and management, financial, and other resources over a number of years before any significant revenues or profits are 46 Table of Contents generated.
Implementing our compliance policies, internal controls, and other systems upon our expansion into new countries and geographies may require the investment of considerable management time and management, financial, and other resources over a number of years before any significant revenues or profits are generated.
The failure to secure and adequately protect our intellectual property and other proprietary rights could have a material adverse effect on our business, financial condition, and results of operations. 48 Table of Contents We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.
The failure to secure and adequately protect our intellectual property and other proprietary rights could have a material adverse effect on our business, financial condition, and results of operations. We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.
Moreover, we may not be able to successfully 26 Table of Contents complete these growth initiatives, strategies, and operating plans and realize all of the benefits, including growth targets and cost savings, that we expect to achieve, or it may be more costly to do so than we anticipate.
Moreover, we may not be able to successfully complete these growth initiatives, strategies, and operating plans and realize all of the benefits, including growth targets and cost savings, that we expect to achieve, or it may be more costly to do so than we anticipate.
These defects and errors, and any failure by us to identify and address them, could result in loss of revenue or market share, diversion of development resources, harm to our reputation, incomplete clinical information for our members and increased service and 37 Table of Contents maintenance costs.
These defects and errors, and any failure by us to identify and address them, could result in loss of revenue or market share, diversion of development resources, harm to our reputation, incomplete clinical information for our members and increased service and maintenance costs.
Any such penalties or lawsuits could harm our business, financial condition, results of operations, and reputation. In addition, HIPAA mandates that the Secretary of HHS conduct periodic compliance audits of HIPAA-covered entities or business associates for compliance with the HIPAA Privacy and Security Standards.
Any such penalties or lawsuits could harm our business, financial condition, results of operations, and reputation. 43 Table of Contents In addition, HIPAA mandates that the Secretary of HHS conduct periodic compliance audits of HIPAA-covered entities or business associates for compliance with the HIPAA Privacy and Security Standards.
Bribery Act also prohibits non-governmental “commercial” bribery and accepting bribes. As part of our business, we may deal with governments and state-owned business enterprises, the employees and representatives of which may be considered public officials for purposes of the FCPA and the U.K. Bribery Act.
Bribery Act also prohibits non-governmental “commercial” bribery and accepting bribes. As part of our business, we may deal with governments and state-owned business enterprises, the employees and representatives of which may be considered public officials for 47 Table of Contents purposes of the FCPA and the U.K. Bribery Act.
As a result of these factors and cash flow needs, we may need to raise additional capital through debt or equity financings to fund our operations, and such capital may not be available on reasonable terms, if at all.
As a result of these factors and cash 19 Table of Contents flow needs, we may need to raise additional capital through debt or equity financings to fund our operations, and such capital may not be available on reasonable terms, if at all.
A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our earnings and leading analysts or potential investors to reduce their 47 Table of Contents expectations of our performance, which could reduce the market price of our stock.
A claim brought against us that is uninsured or underinsured could result in unanticipated costs, thereby reducing our earnings and leading analysts or potential investors to reduce their expectations of our performance, which could reduce the market price of our stock.
In particular, if we are unable to hire and develop sufficient numbers of productive direct sales personnel or if new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, sales of our services will suffer, and our growth will be impeded.
In particular, if we are unable to hire and develop sufficient numbers of productive direct sales personnel or if new direct sales personnel are unable to achieve desired productivity levels in a reasonable period of time, sales of our services will suffer, and our ability to grow will be impeded.
Quality or performance failures of the devices or changes in the contractors’ or vendors’ financial or business condition could disrupt our ability to 29 Table of Contents supply quality products to our Clients and members and thereby have a material adverse impact on our business, financial condition, and results of operations.
Quality or performance failures of the devices or changes in the contractors’ or vendors’ financial or business condition could disrupt our ability to supply quality products to our Clients and members and thereby have a material adverse impact on our business, financial condition, and results of operations.
Our BetterHelp marketing efforts may not be successful or may become more expensive, either of which could increase our costs and adversely affect our business, financial condition, results of operations, and cash flows. BetterHelp represented 41% of our total consolidated revenue in 2024. We spend significant resources marketing this service, and the cost of customer acquisition increased in 2024.
Our BetterHelp marketing efforts may not be successful or may become more expensive, either of which could increase our costs and adversely affect our business, financial condition, results of operations, and cash flows. BetterHelp represented 38% of our total consolidated revenue in 2025. We spend significant resources marketing this service, and the cost of customer acquisition increased in 2025.
A number of states have introduced legislation or passed legislation which requires the acquirer of certain healthcare entities to provide notice or, in some states, seek approval of state regulators and attorneys general prior to the 39 Table of Contents consummation of such transactions.
A number of states have introduced legislation or passed legislation which requires the acquirer of certain healthcare entities to provide notice or, in some states, seek approval of state regulators and attorneys general prior to the consummation of such transactions.
If the condition of the general economy or markets in which we operate worsens, our business, financial condition, and results of operations could be harmed. 28 Table of Contents Our quarterly results may fluctuate significantly, which could adversely impact the value of our common stock.
If the condition of the general economy or markets in which we operate worsens, our business, financial condition, and results of operations could be harmed. Our quarterly results may fluctuate significantly, which could adversely impact the value of our common stock.
New laws may result in additional reductions in Medicare and other healthcare funding, which may materially 21 Table of Contents adversely affect Client and member demand and affordability for our solutions and, accordingly, our business, financial condition, and results of operations.
New laws may result in additional reductions in Medicare and other healthcare funding, which may materially adversely affect Client and member demand and affordability for our solutions and, accordingly, our business, financial condition, and results of operations.
Failure of any of our suppliers to deliver products at the level our business requires would limit our ability to meet our sales commitments, which could harm our reputation and could have a material adverse effect on our business.
Failure of any of our suppliers to deliver products at the level our business requires would limit our ability to meet our sales 30 Table of Contents commitments, which could harm our reputation and could have a material adverse effect on our business.
We cannot, however, be certain that our interpretation of such laws and regulations is correct in how we structure our operations, our arrangements with physicians, clinicians, services agreements, and customer arrangements. We earned approximately 16% of revenue internationally in 2024, and we expect this may increase as BetterHelp continues to expand internationally.
We cannot, however, be certain that our interpretation of such laws and regulations is correct in how we structure our operations, our arrangements with physicians, clinicians, services agreements, and customer arrangements. We earned approximately 18% of revenue internationally in 2025, and we expect this may increase as BetterHelp continues to expand internationally.
Potential government regulation in the space of AI and machine learning also may increase the burden and cost of research and development in this area, subjecting us to reputational harm, competitive harm or legal liability.
Potential government regulation in the 25 Table of Contents space of AI and machine learning also may increase the burden and cost of research and development in this area, subjecting us to reputational harm, competitive harm or legal liability.
We have identified what we believe are the areas of government regulation that, if changed, would be costly to us.
We have identified what we believe are the areas of government regulation that, if changed, would likely be most costly to us.
As is the case in the U.S., the failure to comply with regulatory requirements in foreign jurisdictions could subject us to possible legal or regulatory action, and any such failure or delay in obtaining necessary licenses or approvals could restrict or delay our ability to sell our devices and solutions in those jurisdictions.
As is the case in the U.S., the failure to comply with regulatory requirements in foreign jurisdictions could subject us to possible 46 Table of Contents legal or regulatory action, and any such failure or delay in obtaining necessary licenses or approvals could restrict or delay our ability to sell our devices and solutions in those jurisdictions.
In the event there are further adverse changes in our projected cash flows and/or further changes in key assumptions, including but not limited to an increase in the discount rate, lower revenue growth, lower margin, and/or a lower terminal growth rate, we may be required to record additional non-cash impairment charges to our goodwill or other intangibles and/or long-lived assets.
In the event there are adverse changes in our projected cash flows and/or changes in key assumptions, including but not limited to an increase in the discount rate, lower revenue growth, lower margin, and/or a lower terminal growth rate, we may be required to record additional non-cash impairment charges to our goodwill or other intangibles and/or long-lived assets that we hold or acquire in the future.
Comprehensive statutes and regulations govern the manner in which we provide and bill for services and collect reimbursement from governmental programs and private payors, our contractual relationships with the THMG 40 Table of Contents Association's providers, vendors, and Clients, our marketing activities and other aspects of our operations.
Comprehensive statutes and regulations govern the manner in which we provide and bill for services and collect reimbursement from governmental programs and private payors, our contractual relationships with the THMG Association's and the Uplift Association's providers, vendors, and Clients, our marketing activities and other aspects of our operations.
Breaches affecting 500 patients or more in the 42 Table of Contents same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually.
Breaches affecting 500 patients or more in the same state or jurisdiction must also be reported to the local media. If a breach involves fewer than 500 people, the covered entity must record it in a log and notify HHS at least annually.
We generally enter into contracts with our Clients for a subscription access or usage fee. Most of our Clients have no obligation to renew their contracts for our solutions after the initial term expires. In addition, our Clients may negotiate terms less advantageous to us upon renewal, which may reduce our revenue from these Clients.
We generally enter into contracts with our Clients for a subscription access or visit fee. Most of our Clients have no obligation to renew their contracts for our solutions after the initial term expires. In addition, our Clients may negotiate 22 Table of Contents terms less advantageous to us upon renewal, which may reduce our revenue from these Clients.
A large part of the demand 25 Table of Contents for our solutions depends on the need of these employers to manage the costs of healthcare services that they pay on behalf of their employees.
A large part of the demand for our solutions depends on the need of these employers to manage the costs of healthcare services that they pay on behalf of their employees.
The failure to successfully manage and execute the terms of 23 Table of Contents these agreements could result in the loss of fees and/or contracts and could adversely affect our business and results of operations.
The failure to successfully manage and execute the terms of these agreements could result in the loss of fees and/or contracts and could adversely affect our business and results of operations.
Certain of these laws and regulations are subject to “facts and circumstances” review, and the considerations for such review may vary based on the reviewer or 41 Table of Contents administration.
Certain of these laws and regulations are subject to “facts and circumstances” review, and the considerations for such review may vary based on the reviewer or administration.
Our business entails the risk of medical liability claims against both the THMG Association's providers and us.
Our business entails the risk of medical liability claims against the THMG Association's providers, the Uplift Association's providers, and us.
The imposition of any additional such taxes or an adverse change in the application of such tax rules could have a material adverse effect on our business, financial condition, and results of operations. If the THMG Association's providers or experts are characterized as employees, we would be subject to employment and withholding liabilities.
The imposition of any additional such taxes or an adverse change in the application of such tax rules could have a material adverse effect on our business, financial condition, and results of operations. 50 Table of Contents If the THMG Association's or the Uplift Association's providers or experts are characterized as employees, they would be subject to employment and withholding liabilities.
Risks Related to Our Financial Position We have a history of cumulative losses, which we expect to continue, and we may never achieve or sustain profitability. We have incurred significant losses in each period since our inception. We incurred net losses of $1,001.2 million and $220.4 million for the years ended December 31, 2024 and 2023, respectively.
Risks Related to Our Financial Position We have a history of cumulative losses, which we expect to continue, and we may never achieve or sustain profitability. We have incurred significant losses in each period since our inception. We incurred net losses of $200.3 million and $1,001.2 million for the years ended December 31, 2025 and 2024, respectively.
In addition, if we acquire additional businesses, including Catapult Health, we may not be able to integrate the acquired personnel, operations, and technologies successfully, or the integration process may take longer than expected or become more costly than expected. Similarly, we may not be able to effectively manage the combined business following the acquisition.
If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations, and technologies successfully, or the integration process may take longer than expected or become more costly than expected. Similarly, we may not be able to effectively manage the combined business following the acquisition.
However, any scrutiny, investigation, or litigation with regard to our arrangement with the THMG Association or BetterHelp could have a material adverse effect on our business, financial condition and results of operations, particularly if we are unable to restructure our operations and arrangements to comply with applicable laws or we are required to restructure at a significant cost, or if we were subject to penalties or other adverse action.
However, any scrutiny, investigation, or litigation with regard to our arrangement with the THMG Association the Uplift Association, or BetterHelp's providers could have a material 40 Table of Contents adverse effect on our business, financial condition and results of operations, particularly if we are unable to restructure our operations and arrangements to comply with applicable laws or we are required to restructure at a significant cost, or if we were subject to penalties or other adverse action.
Regardless of the merits of any other intellectual property litigation, we may be required to expend significant management time and financial resources on the defense of such claims, and any adverse outcome of any such claim could have a material adverse effect on our business, financial condition, and results of operations.
Regardless of the merits of any other intellectual property litigation, we have been and may in the future be required to expend significant management time and financial resources on the defense of such claims, and any adverse 49 Table of Contents outcome of any such claim could have a material adverse effect on our business, financial condition, and results of operations.
We believe that our future growth will depend on the continued development of our direct sales force and our ability to obtain new Clients and to manage our existing Client base. Identifying and recruiting qualified personnel and training them requires significant time, expense, and attention.
Failure to adequately develop our direct sales force could impede our ability to grow. We believe that our future growth will depend on the continued development of our direct sales force and our ability to obtain new Clients and to manage our existing Client base. Identifying and recruiting qualified personnel and training them requires significant time, expense, and attention.

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Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeWe have an active HITRUST certification and Service Organization Control ("SOC") 2 Type II security compliance that are issued by external entities.
Biggest changeWe have an active HITRUST certification, Service Organization Control (“SOC”) 2 Type II security compliance, and, within our U.S. Integrated Care segment, we have ISO 9001 certification for key processes, as well as ISO 13485 and ISO 27001 certifications for our proprietary devices, in each case that are issued by external entities.
Item 1C. Cybersecurity Risk Management and Strategy We recognize the increasing significance that cybersecurity has to our operations and the success of our business, as well as the need to continually assess cybersecurity risk and evolve our response in the face of a rapidly and ever-changing environment.
Item 1C. Cybersecurity Risk Management and Strategy 53 Table of Contents We recognize the increasing significance that cybersecurity has to our operations and the success of our business, as well as the need to continually assess cybersecurity risk and evolve our response in the face of a rapidly and ever-changing environment.
In the event of a potential cybersecurity incident, or a series of related cybersecurity incidents, we have a documented security incident response plan that provides a consistent approach to identifying and classifying the incident as well as a defined escalation process to management to assess the materiality.
In the event of a potential cybersecurity incident, or a series of related cybersecurity incidents, we have a documented security incident response plan that provides a consistent approach to identifying and classifying the incident as well as a defined process to assess the materiality and escalate to management, as required.
Our CISO regularly engages with other members of our executive management team to discuss cyber risk, including the Chief Technology Officer, the Chief Information Officer, and Chief Compliance Officer, among others, as well as the audit committee of our Board. Our executive management team has the appropriate expertise, background, and depth of experience to manage risk arising from cybersecurity threats.
Our CISO regularly engages with other members of our executive management team to discuss cyber risk, including the Chief Executive Officer, Chief Technology Officer, Chief Legal Officer, and Chief Compliance Officer, among others. Our CISO also typically reports to the audit committee of our Board at each regularly scheduled committee meeting.
Executive management has also participated in cybersecurity tabletop exercises to test our cyber response playbooks. 53 Table of Contents
Our executive management team has the appropriate expertise, background, and depth of experience to manage risk arising from cybersecurity threats. Executive management has also participated in cybersecurity tabletop exercises to test our cyber response playbooks. 54 Table of Contents

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeWe lease additional office space in the U.S. and other foreign locations. We have reduced our footprint over the past year reflecting post-pandemic remote work changes. We intend to relocate our corporate headquarters to New York City in the second half of 2025.
Biggest changeWe lease additional office space in the U.S. and other foreign locations. We have reduced our footprint over the past year reflecting post-pandemic remote work changes.
Item 2. Properties We believe that our company’s offices and other facilities are, in general, in good operating condition and adequate for our current operations. We lease office space in Purchase, New York for our corporate headquarters and certain of our operations under a lease for which the term expires in August 2028.
Item 2. Properties We believe that our company’s offices and other facilities are, in general, in good operating condition and adequate for our current operations. We lease office space in New York City for our corporate headquarters and certain of our operations under a lease for which the term expires in December 2035.

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeItem 3. Legal Proceedings We are subject to legal proceedings, claims and litigation arising in the ordinary course of our business. Descriptions of certain legal proceedings to which we are a party are contained in the Legal Matters section of Note 17.
Biggest changeItem 3. Legal Proceedings We are subject to legal proceedings, claims and litigation arising in the ordinary course of our business. Descriptions of certain legal proceedings to which we are a party are contained in the Legal Matters section of Note 18.
“Commitments and Contingencies,” to the consolidated financial statements included in Part II, of this Annual Report on Form 10-K and are incorporated by reference herein. Item 4. Mine Safety Disclosures Not applicable. PART II
“Commitments and Contingencies” to the consolidated financial statements included in Part II, of this Annual Report on Form 10-K and are incorporated by reference herein. Item 4. Mine Safety Disclosures Not applicable. PART II

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Market Information Our Common Stock trades on the New York Stock Exchange (“NYSE”) under the symbol “TDOC”. Holders On February 18, 2025, there were 84 shareholders of record of our Common Stock.
Biggest changeItem 5. Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities Market Information Our Common Stock trades on the New York Stock Exchange (“NYSE”) under the symbol “TDOC”. Holders On February 17, 2026, there were 79 shareholders of record of our Common Stock.
Purchase of Equity Securities We did not purchase any of our registered equity securities during the period covered by this report. 54 Table of Contents Five-Year Stock Performance Graph The following graph compares the cumulative total stockholder return on our common stock with the comparable cumulative total return of the Russell 2000 Composite Index and the S&P 500 Health Care Index for each of the five fiscal years ended December 31, 2024, assuming an investment of $100 at the beginning of such period and the reinvestment of any dividends in Teladoc Health Common Stock and in each index.
Purchase of Equity Securities We did not purchase any of our registered equity securities during the period covered by this report. 55 Table of Contents Five-Year Stock Performance Graph The following graph compares the cumulative total stockholder return on our common stock with the comparable cumulative total return of the Russell 2000 Composite Index and the S&P 500 Health Care Index for each of the five fiscal years ended December 31, 2025, assuming an investment of $100 at the beginning of such period and the reinvestment of any dividends in Teladoc Health Common Stock and in each index.

Item 6. [Reserved]

Selected Financial Data — reserved (removed by SEC in 2021)

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Biggest changeYear Ended December 31, Variance % 2024 2023 Revenue $ 2,569,574 $ 2,602,415 $ (32,841) (1) % Costs and expenses: Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) 751,270 760,031 (8,761) (1) % Advertising and marketing 705,787 688,854 16,933 2 % Sales 204,993 213,780 (8,787) (4) % Technology and development 307,274 348,521 (41,247) (12) % General and administrative 435,490 464,659 (29,169) (6) % Goodwill impairment 790,000 — 790,000 n/a Acquisition, integration, and transformation costs 1,743 21,110 (19,367) (92) % Restructuring costs 20,355 16,942 3,413 20 % Amortization of intangible assets 363,365 325,933 37,432 11 % Depreciation of property and equipment 10,183 11,138 (955) (9) % Total costs and expenses 3,590,460 2,850,968 739,492 26 % Loss from operations (1,020,886) (248,553) (772,333) n/m Interest income (57,071) (46,782) (10,289) 22 % Interest expense 23,803 22,282 1,521 7 % Other expense (income), net 6,035 (4,445) 10,480 (236) % Loss before provision for income taxes (993,653) (219,608) (774,045) n/m Provision for income taxes 7,592 760 6,832 n/m Net loss $ (1,001,245) $ (220,368) $ (780,877) n/m Net loss per share, basic and diluted $ (5.87) $ (1.34) $ (4.53) n/m Adjusted EBITDA (1) $ 310,711 $ 328,120 $ (17,409) (5) % ______________________________________ n/m – not meaningful (1) Non-GAAP Financial Measures 64 Table of Contents The following table reconciles net loss, the most directly comparable GAAP measure, to Adjusted EBITDA for the years ended December 31, 2024 and 2023 (in thousands): Year Ended December 31, 2024 2023 Net loss $ (1,001,245) $ (220,368) Add: Provision for income taxes 7,592 760 Other expense (income), net 6,035 (4,445) Interest expense 23,803 22,282 Interest income (57,071) (46,782) Depreciation of property and equipment 10,183 11,138 Amortization of intangible assets 363,365 325,933 Restructuring costs 20,355 16,942 Acquisition, integration, and transformation costs 1,743 21,110 Goodwill impairment 790,000 — Stock-based compensation 145,951 201,550 Adjusted EBITDA $ 310,711 $ 328,120 Integrated Care $ 232,902 $ 191,871 BetterHelp 77,809 136,249 Adjusted EBITDA $ 310,711 $ 328,120 Revenue.
Biggest changeYear Ended December 31, Variance % 2025 2024 Revenue $ 2,529,977 $ 2,569,574 $ (39,597) (2) % Costs and expenses: Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) 771,593 751,270 20,323 3 % Advertising and marketing 653,372 705,787 (52,415) (7) % Sales 194,518 204,993 (10,475) (5) % Technology and development 277,922 307,274 (29,352) (10) % General and administrative 431,891 435,490 (3,599) (1) % Goodwill impairments 71,763 790,000 (718,237) (91) % Acquisition, integration, and transformation costs 9,010 1,743 7,267 n/m Restructuring costs 18,785 20,355 (1,570) (8) % Amortization of intangible assets 350,764 363,365 (12,601) (3) % Depreciation of property and equipment 13,314 10,183 3,131 31 % Total costs and expenses 2,792,932 3,590,460 (797,528) (22) % Loss from operations (262,955) (1,020,886) 757,931 74 % Interest income (36,770) (57,071) 20,301 (36) % Interest expense 19,714 23,803 (4,089) (17) % Other expense (income), net (10,369) 6,035 (16,404) n/m Loss before provision for income taxes (235,530) (993,653) 758,123 76 % Provision for income taxes (35,208) 7,592 (42,800) n/m Net loss $ (200,322) $ (1,001,245) $ 800,923 80 % Net loss per share, basic and diluted $ (1.14) $ (5.87) $ 4.73 81 % Adjusted EBITDA (1) $ 281,095 $ 310,711 $ (29,616) (10) % n/m – not meaningful (1) Non-GAAP Financial Measures 66 Table of Contents The following table reconciles net loss, the most directly comparable GAAP measure, to Adjusted EBITDA for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, 2025 2024 Net loss $ (200,322) $ (1,001,245) Add: Provision for income taxes (35,208) 7,592 Other expense (income), net (10,369) 6,035 Interest expense 19,714 23,803 Interest income (36,770) (57,071) Depreciation of property and equipment 13,314 10,183 Amortization of intangible assets 350,764 363,365 Restructuring costs 18,785 20,355 Acquisition, integration, and transformation costs 9,010 1,743 Goodwill impairments 71,763 790,000 Stock-based compensation 80,414 145,951 Adjusted EBITDA $ 281,095 $ 310,711 Integrated Care $ 239,222 $ 232,902 BetterHelp 41,873 77,809 Adjusted EBITDA $ 281,095 $ 310,711 Revenue.
They also include bank charges, most of the facilities costs including rent, utilities, and facilities maintenance, except for amounts allocated to cost of revenues, as well as therapists recruiting costs, related to BetterHelp, indirect taxes and certain licensed corporate applications. Our general and administrative expenses exclude any allocation of depreciation and amortization.
They also include bank charges, most of the occupancy costs including rent, utilities, and facilities maintenance, except for amounts allocated to cost of revenues, as well as therapists recruiting costs, related to BetterHelp, indirect taxes and certain licensed corporate applications. Our general and administrative expenses exclude any allocation of depreciation and amortization.
For other revenue, which primarily includes virtual healthcare devices, our performance obligation is satisfied when the equipment is provided to the Client and revenue is recognized at a point in time upon shipment. We generally bill for virtual healthcare services on a monthly basis, in advance or in arrears depending on the service, with payment terms generally being 30 days.
For other revenue, which primarily includes virtual care devices, our performance obligation is satisfied when the equipment is provided to the Client and revenue is recognized at a point in time upon shipment. We generally bill for virtual care services on a monthly basis, in advance or in arrears depending on the service, with payment terms generally being 30 days.
For example, a sustained increase in the customer attrition rate related to customers added as a result of the Livongo acquisition could prompt us to reduce our estimate of the remaining useful life of the customer relationships. Should this occur, a one-year reduction to the estimated life would result in an annual increase in amortization expense of approximately $6.0 million.
For example, a sustained increase in the customer attrition rate related to customers added as a result of the Livongo acquisition could prompt us to reduce our estimate of the remaining useful life of the customer relationships. Should this occur, a one-year reduction to the estimated life would result in an annual increase in amortization expense of approximately $7.0 million.
These transformation cost adjustments made to our results do not represent normal, recurring, operating expenses necessary to operate the business but rather, incremental costs incurred in connection with our acquisition and integration activities; • Adjusted EBITDA does not reflect goodwill impairment charges; and 63 Table of Contents • Adjusted EBITDA does not reflect the significant non-cash stock-based compensation expense which should be viewed as a component of recurring operating costs.
These transformation cost adjustments made to our results do not represent normal, recurring, operating expenses necessary to operate the business but rather, incremental costs incurred in connection with our acquisition and integration activities; • Adjusted EBITDA does not reflect goodwill impairment charges; and • Adjusted EBITDA does not reflect the significant non-cash stock-based compensation expense which should be viewed as a component of recurring operating costs.
Cost of revenue is driven primarily by the number of general medical visits, expert medical services, and other specialty visits completed in each period and are closely correlated or directly related to delivery of our solutions and monthly access fees.
Cost of revenue is driven primarily by the number of general medical visits, mental health visits, expert medical services, and other specialty visits completed in each period and are closely correlated or directly related to delivery of our solutions and monthly access fees.
Components of Results of Operations Cost of Revenue (exclusive of depreciation and amortization, which are shown separately) Cost of revenue (exclusive of depreciation and amortization, which are shown separately), or "Cost of revenue," primarily consists of fees paid to the physicians and other health professionals in the THMG Association provider network; product cost; costs incurred in connection with the THMG Association provider network operations and data center activities, which include employee-related expenses (including salaries and benefits, incentive compensation, and stock-based compensation); costs related to Client support; and provider network, medical records, magnetic resonance imaging, medical lab tests, translation, postage, medical malpractice insurance, and deferred device costs.
Components of Results of Operations Cost of Revenue (exclusive of depreciation and amortization, which are shown separately) Cost of revenue (exclusive of depreciation and amortization, which are shown separately), or “Cost of revenue,” primarily consists of fees paid to the physicians and other health professionals in the THMG Association and the Uplift Association provider networks; product cost; costs incurred in connection with the THMG Association and the Uplift Association provider network operations and data center activities, which include employee-related expenses (including salaries and benefits, incentive compensation, and stock-based compensation); costs related to Client support; and provider network, medical records, magnetic resonance imaging, medical lab tests, translation, postage, medical malpractice insurance, and deferred device costs.
Our future capital requirements will depend on many factors including our growth rate, contract renewal activity, number of visits, our ability to retain and/or obtain new members, the timing and extent of spending to support product development efforts, our expansion of sales and marketing activities, the introduction of new and enhanced services offerings, the continuing market acceptance of telehealth, and our debt service obligations.
Our future capital requirements will depend on many factors including our growth rate, contract renewal activity, number of visits, our ability to retain and/or obtain new members, the timing and extent of spending to support product development efforts, our expansion of sales and marketing activities, the introduction of new and enhanced services offerings, the continuing market acceptance of virtual care, and our debt service obligations.
For contracts where revenue is generated on a per healthcare visit basis, revenues are recognized when the visits are completed as we have delivered on our stand ready obligation to provide access.
For contracts where revenue is generated on a per-telehealth visit basis, revenues are recognized when the visits are completed as we have delivered on our stand ready obligation to provide access.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Discussion and analysis of our fiscal year 2022, as well as the year-over-year comparison of our 2023 financial performance to 2022, have been omitted from this section and may be found under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2023 that was filed with the SEC on February 23, 2024.
Management’s Discussion and Analysis of Financial Condition and Results of Operations Discussion and analysis of our fiscal year 2023, as well as the year-over-year comparison of our 2024 financial performance to 2023, have been omitted from this section and may be found under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the fiscal year ended December 31, 2024 that was filed with the SEC on February 27, 2025.
Integrated Care Segment As it relates to the Integrated Care segment, we primarily generate virtual healthcare service revenue from contracts with Clients who purchase access to the THMG Association professional provider network or medical experts for their employees, dependents and other beneficiaries.
Integrated Care Segment As it relates to the Integrated Care segment, we primarily generate virtual care service revenue from contracts with Clients who purchase access to the THMG Association's professional provider network or medical experts for their employees, dependents and other beneficiaries.
During 2024, we experienced positive operating cash flow and we also anticipate continuing positive operating cash flows for 2025. We believe that our existing cash and cash equivalents will be sufficient to meet our working capital, capital expenditure, and contractual obligation needs for at least the next 12 months.
During 2025, we experienced positive operating cash flow and we anticipate continuing positive operating cash flows for 2026. We believe that our existing cash and cash equivalents will be sufficient to meet our working capital, capital expenditure, and contractual obligation needs for at least the next 12 months.
This principle is achieved through applying the following five-step approach: • Identification of the contract, or contracts, with a Client. • Identification of the performance obligations in the contract. 57 Table of Contents • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract. • Recognition of revenue when, or as, we satisfy a performance obligation.
This principle is achieved through applying the following five-step approach: • Identification of the contract, or contracts, with a Client. • Identification of the performance obligations in the contract. • Determination of the transaction price. • Allocation of the transaction price to the performance obligations in the contract. • Recognition of revenue when, or as, we satisfy a performance obligation.
Marketing costs also include third-party independent research, trade shows and brand messages, public relations costs, and stock-based compensation for our advertising and marketing employees. Our advertising and marketing expenses exclude certain allocations of occupancy expense as well as depreciation and amortization.
Marketing costs also include third-party independent research, trade shows 62 Table of Contents and brand messages, public relations costs, and stock-based compensation for our advertising and marketing employees. Our advertising and marketing expenses exclude certain allocations of occupancy expense as well as depreciation and amortization.
Average Monthly Revenue Per U.S. Integrated Care Member . Average monthly revenue per U.S. Integrated Care member measures the average monthly amount of global revenue that we generate from a U.S. Integrated Care member for a particular period. It is calculated by dividing the total revenue generated from the Integrated Care segment by the average number of U.S.
Integrated Care Member . Average monthly revenue per U.S. Integrated Care member measures the average monthly amount of global revenue that we generate from a U.S. Integrated Care member for a particular period. It is calculated by dividing the total revenue generated from the Integrated Care segment by the average number of U.S. Integrated Care members during the applicable period.
Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. 60 Table of Contents Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
Interest and penalties, if any, related to accrued liabilities for potential tax assessments are included in income tax expense. Valuation allowances are recorded to reduce deferred tax assets when it is more likely than not that a tax benefit will not be realized.
Adjusted EBITDA consists of net loss before provision for income taxes; other expense (income), net; interest income; interest expense; depreciation of property and equipment; amortization of intangible assets; restructuring costs; acquisition, integration, and transformation cost; goodwill impairment; and stock-based compensation. Free cash flow is net cash provided by operating activities less capital expenditures and capitalized software development costs.
Adjusted EBITDA consists of net loss before provision for income taxes; other expense (income), net; interest income; interest expense; depreciation of property and equipment; amortization of intangible assets; restructuring costs; acquisition, integration, and transformation cost; goodwill impairments; and stock-based compensation. 64 Table of Contents Free cash flow is net cash provided by operating activities less capital expenditures and capitalized software development costs.
We have elected the optional exemption to not disclose the remaining performance obligations of our contracts since the majority of our contracts have a duration of one year or less and the variable consideration expected to be received over the duration of the contract is allocated entirely to the wholly unsatisfied performance obligations.
We have elected the practical expedient to not disclose the remaining performance obligations of our contracts since the majority of our contracts have a duration of one year or less and the variable consideration expected to be received over the duration of the contract is allocated entirely to the wholly unsatisfied performance obligations.
If the carrying value of the asset group is determined to be unrecoverable, an impairment charge would be recognized in an amount equal to the amount by which the carrying value of the asset group exceeds its fair value.
If the carrying value of the asset group is determined to be unrecoverable, an 61 Table of Contents impairment charge would be recognized in an amount equal to the amount by which the carrying value of the asset group exceeds its fair value.
The decrease was primarily driven by lower employee compensation costs, partially offset by higher infrastructure, hosting, and software license costs associated with running operations as well as ongoing projects and services to continuously improve and optimize our products and services. For the years ended December 31, 2024 and 2023, research and development costs were $89.1 million and $124.6 million, respectively.
The decrease was primarily driven by lower employee compensation costs, partially offset by higher infrastructure, hosting, and software license costs associated with running operations as well as ongoing projects and services to continuously improve and optimize our products and services. For the years ended December 31, 2025 and 2024, research and development costs were $88.5 million and $89.1 million, respectively.
We further believe that increasing our membership is an integral objective that will provide us with the ability to continually innovate our services and support initiatives that will enhance members’ experiences.
We further believe that increasing our membership is an integral objective that will provide us with the ability to continually innovate our services 57 Table of Contents and support initiatives that will enhance members’ experiences.
The Company has two reporting units, which are the same as its reportable segments: Teladoc Health Integrated Care and BetterHelp. As of December 31, 2024, our balance of goodwill was $283.2 million, which all related to the BetterHelp segment.
The Company has two reporting units, which are the same as its reportable segments: Teladoc Health Integrated Care and BetterHelp. 60 Table of Contents As of December 31, 2025, our balance of goodwill was $283.2 million, which all related to the BetterHelp segment.
Integrated Care member decreased to $1.37 in the year ended December 31, 2024, from $1.41 in the same period in 2023, primarily due to the impact of new members onboarded over the course of the year.
Integrated Care member decreased to $1.29 in the year ended December 31, 2025, from $1.37 in the same period in 2024, primarily due to the impact of new members onboarded over the course of the year.
BetterHelp paying users decreased by 11% to 0.41 million for the year ended December 31, 2024, compared to 0.46 million for the year ended December 31, 2023. As it relates to the Company: Seasonality. Our business has historically been subject to seasonality.
BetterHelp paying users decreased by 5% to 0.39 million for the year ended December 31, 2025, compared to 0.41 million for the year ended December 31, 2024. As it relates to the Company: Seasonality. Our business has historically been subject to seasonality.
Item 6. [Reserved] Not applicable. 55 Table of Contents Item 7.
Item 6. [Reserved] Not applicable. 56 Table of Contents Item 7.
U.S. Integrated Care members increased by 4.2 million, or 5%, to 93.8 million at December 31, 2024, compared to the same period in 2023. Chronic Care Program Enrollment . Chronic care program enrollment represents the total number of enrollees across our suite of chronic care programs at the end of a given period.
U.S. Integrated Care members increased by 8.0 million, or 9%, to 101.8 million at December 31, 2025, compared to the same period in 2024. Chronic Care Program Enrollment . Chronic care program enrollment represents the total number of enrollees across our suite of chronic care programs at the end of a given period.
The change in average monthly revenue versus the indicated prior period is reflective of the growth and timing of onboarding new members and the mix of their fees. As it relates to the BetterHelp segment: BetterHelp Paying Users . BetterHelp paying users represent the average number of global monthly paying users of our BetterHelp therapy services during the applicable period.
The change in average monthly revenue versus the indicated prior period is reflective of the growth and timing of onboarding new members and the mix of their fees. As it relates to the BetterHelp segment: BetterHelp Paying Users .
Restructuring Costs . Restructuring costs were $20.4 million and $16.9 million for the years ended December 31, 2024 and 2023, respectively. The costs primarily related to the reduction of office space, severance, right-of-use asset impairment charges and other restructuring related costs. See Note 12. ‘Restructuring” to the financial statements for additional information. Amortization of Intangible Assets.
Restructuring costs were $18.8 million and $20.4 million for the years ended December 31, 2025 and 2024, respectively. The costs primarily related to severance, the reduction of office space, right-of-use asset impairment charges, and other restructuring related costs. See Note 13. “Restructuring” to the financial statements for additional information.
Technology and development expenses also include outsourced software engineering services, the costs of operating our on-demand technology infrastructure (whereas costs directly associated with revenue are presented separately in cost of revenues), and certain licensed applications. Our technology and development expenses exclude capitalized software development costs and depreciation and amortization.
Technology and development expenses also include outsourced software engineering services, the costs of operating our on-demand technology infrastructure (whereas costs directly associated with revenue are presented separately in cost of revenues), certain licensed applications, and stock-based compensation for its technology and development employees.
These contracts also include multiple performance obligations, and we determine the standalone selling prices based on overall pricing objectives. In some arrangements, our devices are rented to certain qualified Clients that qualify as either sales-type lease or operating lease arrangements and are subject to lease accounting guidance.
These contracts also include multiple performance obligations, and we determine the standalone selling prices based on historical selling price of these performance obligations in similar transactions as well as current pricing practices. In some arrangements, devices are rented to certain Clients that qualify as either sales-type lease or operating lease arrangements and are subject to lease accounting guidance.
It also includes costs related to certain business transformation initiatives focused on integrating and optimizing various operations and systems, including upgrading our CRM and ERP systems, incurred in connection with our acquisition and integration activities. Amortization of Intangible Assets Amortization of intangible assets consists of the amortization of capitalized software development costs and of acquisition-related intangible assets.
It also includes costs related to certain business transformation initiatives focused on 63 Table of Contents integrating and optimizing various operations and systems, including upgrading our CRM and ERP systems, incurred in connection with our acquisition and integration activities.
Restructuring Costs Restructuring costs consist primarily of lease impairment costs, losses related to the reduction of office space, and costs for employee transition, severance payments, employee benefits, and related costs.
Restructuring Costs Restructuring costs consist primarily of lease impairment costs, losses related to the reduction of office space, and costs for employee transition, severance payments, employee benefits, and related costs. Amortization of Intangible Assets Amortization of intangible assets consists of the amortization of capitalized software development costs and of acquisition-related intangible assets.
BetterHelp advertising and marketing, exclusive of stock-based compensation increased by $16.9 million, or 3%, to $558.8 million for the year ended December 31, 2024, primarily reflecting higher spending on digital and media advertising. BetterHelp other segment expenses decreased by $9.4 million, or 7%, to $132.6 million for the year ended December 31, 2024.
BetterHelp advertising and marketing, exclusive of stock-based compensation decreased by $40.3 million, or 7%, to $518.5 million for the year ended December 31, 2025, primarily reflecting lower spending on digital and media advertising. BetterHelp other segment expenses increased by $4.3 million, or 3%, to $136.9 million for the year ended December 31, 2025.
Visit and other revenues are reported as “Other” revenue in our consolidated financial statements. Revenue is also generated from contracts with Clients in hospital and health systems for the sale and rental of equipment consisting of virtual healthcare devices which allow physicians to access our hosted virtual healthcare platform.
Revenue is also generated from contracts with Clients in hospital and health systems for the sale and rental of equipment consisting of virtual care devices which allow physicians to access our hosted virtual care platform.
The research and development expenses may enable future revenue growth but are not directly related to current revenues. 61 Table of Contents Technology and development expenses include personnel and related expenses (including salaries and benefits, incentive compensation, and stock-based compensation) for software engineering, information technology infrastructure, security and compliance, product development, and support for our efforts to add new features and ensure the reliability or scalability of our existing solutions.
Technology and development expenses include personnel and related expenses (including salaries and benefits, incentive compensation, and stock-based compensation) for software engineering, information technology infrastructure, security and compliance, product development, and support for our efforts to add new features and ensure the reliability or scalability of our existing solutions.
Liquidity and Capital Resources The following table presents a summary of our cash flow activity for the years ended December 31, 2024 and 2023 (in thousands): Year Ended December 31, Consolidated Statements of Cash Flows - Summary 2024 2023 Net cash provided by operating activities $ 293,680 $ 350,021 Net cash used in investing activities (124,052) (156,347) Net cash provided by financing activities 8,312 10,854 Effect of foreign currency exchange rate changes (3,288) 965 Total increase in cash and cash equivalents $ 174,652 $ 205,493 Our principal source of liquidity is our cash and cash equivalents, totaling $1,298.3 million as of December 31, 2024.
Liquidity and Capital Resources The following table presents a summary of our cash flow activity for the years ended December 31, 2025 and 2024 (in thousands): Year Ended December 31, Consolidated Statements of Cash Flows - Summary 2025 2024 Net cash provided by operating activities $ 294,357 $ 293,680 Net cash used in investing activities (266,003) (124,052) Net cash (used in) provided by financing activities (551,652) 8,312 Effect of foreign currency exchange rate changes 6,055 (3,288) Total (decrease) increase in cash and cash equivalents $ (517,243) $ 174,652 70 Table of Contents Our principal source of liquidity is our cash and cash equivalents, totaling $781.1 million as of December 31, 2025.
The decrease was primarily driven by lower employee compensation, partially offset by higher professional fees and broker commissions. Technology and Development Expenses. Technology and development expenses were $307.3 million for the year ended December 31, 2024, compared to $348.5 million for the year ended December 31, 2023, a decrease of $41.2 million, or 12%.
Sales expenses were $194.5 million for the year ended December 31, 2025, compared to $205.0 million for the year ended December 31, 2024, a decrease of $10.5 million, or 5%. The decrease was primarily driven by lower employee compensation costs and lower professional fees, partially offset by higher broker commissions. Technology and Development Expenses.
BetterHelp cost of revenue, exclusive of depreciation, amortization, and stock-based compensation decreased by $42.0 million, or 13%, to $271.5 million for the year ended December 31, 2024. The decrease was primarily driven by lower therapist costs.
BetterHelp cost of revenue, exclusive of depreciation, amortization, and stock-based compensation decreased by $18.3 million, or 7%, to $253.2 million for the year ended December 31, 2025. The decrease was primarily driven by lower therapist costs.
Additionally, certain of our contracts include Client performance guarantees and pricing adjustments that are based upon minimum member utilization and guarantees by us for specific service level performance, member satisfaction 58 Table of Contents scores, cost savings or other value achievements or guarantees, and health outcome guarantees.
Our contracts do not generally contain refund provisions for fees earned related to services performed. Additionally, certain of our contracts include Client performance guarantees and pricing adjustments that are based upon minimum member utilization and guarantees by us for specific service level performance, member satisfaction scores, cost savings or other value achievements or guarantees, and health outcome guarantees.
Our chronic care program enrollments are one of the key components of our virtual care platform that we believe positions us to drive greater engagement with our platforms 56 Table of Contents and increased revenue. Chronic care program enrollment increased by 4% to 1.20 million at December 31, 2024, compared to 1.16 million at December 31, 2023.
Our chronic care program enrollments are one of the key components of our virtual care platform that we believe positions us to drive greater engagement with our platforms and increase revenue. Chronic care program enrollment decreased by 1% to 1.19 million at December 31, 2025, compared to 1.20 million at December 31, 2024. Average Monthly Revenue Per U.S.
We recorded income tax expense of $7.6 million for the year ended December 31, 2024, compared to $0.8 million for the year ended December 31, 2023.
We recorded income tax benefit of $35.2 million for the year ended December 31, 2025, compared to an income tax expense of $7.6 million for the year ended December 31, 2024.
The majority of Clients have a term of one year and renew their contracts following their first year of services. Revenues are recognized when we satisfy our performance obligation to stand ready to provide virtual healthcare services which occurs when our Clients and members have access to and obtain control of the virtual healthcare service or platform.
Revenues are recognized when we satisfy our performance obligation to stand ready to 59 Table of Contents provide virtual care services which occurs when our Clients and members have access to and obtain control of the virtual care service or platform.
These services are consumed as they are received, and we recognize revenue each month using the variable consideration allocation exception since the nature of the obligations and the variability of the payment being based on the number of active members are aligned. Our Client agreements generally have a term of one to three years for the Integrated Care segment.
These services are consumed as they are received, and we recognize revenue each month using the variable consideration allocation exception because the nature of the obligations and the variability of the payment being based on the number of active members are aligned.
This increase was substantially driven by higher media advertising costs, partially offset by lower employee compensation costs. Sales Expenses. Sales expenses were $205.0 million for the year ended December 31, 2024, compared to $213.8 million for the year ended December 31, 2023, a decrease of $8.8 million, or 4%.
Advertising and marketing expenses were $653.4 million for the year ended December 31, 2025, compared to $705.8 million for the year ended December 31, 2024, a decrease of $52.4 million, or 7%. This decrease was driven by lower media advertising and employee compensation costs. Sales Expenses.
Our Client contracts include a PMPM access fee as well as certain contracts that also include additional revenue on a per-virtual healthcare visit basis for general medical, or other specialty visits or expert medical service on a per case basis.
Our Client contracts include a PMPM, PEPM, or PPPM access fee as well as certain contracts that generate revenue based solely on a per-telehealth visit basis for general medical and other specialty visits.
General and Administrative Expenses. General and administrative expenses were $435.5 million for the year ended December 31, 2024, compared to $464.7 million for the year ended December 31, 2023, a decrease of $29.2 million, 65 Table of Contents or 6%.
General and Administrative Expenses. General and administrative expenses were $431.9 million for the year ended December 31, 2025, compared to $435.5 million for the year ended December 31, 2024, a decrease of $3.6 million, or 1%.
Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health,” the “Company,” or “we.” The Company’s principal executive office is located in Purchase, New York. Teladoc Health is the global leader in virtual care focused on forging a new healthcare experience with better convenience, outcomes, and value around the world.
Unless the context otherwise requires, Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health,” the “Company,” or “we.” In June 2025, the Company relocated its principal executive office from Purchase, New York to New York, New York. Teladoc Health is the global leader in virtual care.
We believe that our ability to increase the revenue generated from each member over time is also a key indicator of our increasing market adoption, the growth of our business, and future revenue potential. Average monthly revenue per U.S.
Approximately 20% of total Integrated Care revenues relates to international and hospital and health systems for which membership is not considered as a management metric. We believe that our ability to increase the revenue generated from each member over time is also a key indicator of our increasing market adoption and future revenue growth potential. Average monthly revenue per U.S.
Depreciation of Property and Equipment Depreciation of property and equipment consists of the depreciation of fixed assets. Interest Income Interest income primarily consists of interest earned on cash and cash equivalents.
Depreciation of Property and Equipment Depreciation of property and equipment consists of the depreciation of fixed assets. Interest Income Interest income primarily consists of interest earned on cash and cash equivalents. Interest Expense Interest expense consists of interest costs and the amortization of debt discounts primarily associated with convertible senior notes.
In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all, which would adversely affect our business, financial condition, and results of operations. Historically, we have financed our operations primarily through sales of equity securities, debt issuance, and bank borrowings.
In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all, which would adversely affect our business, financial condition, and results of operations. On July 17, 2025, we entered into the five-year, $300.0 million Revolving Credit Facility.
The year-over-year decrease was substantially driven by a decline in operating cash flow, partially offset by a decline in capitalized software.
The year-over-year decrease was substantially driven by an increase in capitalized software development costs, partially offset by a decrease in capital expenditures.
For the years ended December 31, 2024 and 2023, revenue recognized from performance obligations related to prior periods for changes in estimated transaction price or Client performance guarantees was $5.9 million and $14.7 million, respectively.
Performance obligations related to prior periods for changes in estimated transaction price or Client performance guarantees resulted in an increase of $8.3 million in revenue for the year ended December 31, 2025 and a decrease of $5.9 million of revenue for the year ended December 31, 2024.
The decrease was primarily driven by lower therapist recruiting and retention costs, lower employee related costs, and lower credit card processing fees, partially offset by higher legal and regulatory fees and higher software and infrastructure costs.
The increase was primarily driven by higher employee related costs, professional fees, dues and subscriptions, and software and infrastructure costs, partially offset by lower indirect taxes, occupancy and office costs, and credit card processing fees.
The decrease was primarily driven by lower provider and technology costs, partially offset by higher amortization of device costs. Advertising and Marketing Expenses. Advertising and marketing expenses were $705.8 million for the year ended December 31, 2024, compared to $688.9 million for the year ended December 31, 2023, an increase of $16.9 million, or 2%.
Cost of revenue was $771.6 million for the year ended December 31, 2025, compared to $751.3 million for the year ended December 31, 2024, an increase of $20.3 million, or 3%. The increase was primarily driven by higher labor costs, technology costs, and amortization of devices, partially offset by lower provider costs. 67 Table of Contents Advertising and Marketing Expenses.
In evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation. Our presentation of these non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items.
In evaluating these financial measures, you should be aware that in the future we may incur expenses similar to those eliminated in this presentation.
We were founded on a simple, yet revolutionary idea: that everyone should have access to the best healthcare, anywhere in the world on their terms.
More than 20 years ago, we were founded on a simple, yet revolutionary idea: that everyone should have access to the best healthcare, anywhere in the world on their terms. Our mission is to empower all people everywhere to live their healthiest lives by transforming the healthcare experience.
Segment Information The following tables set forth the results of operations by segment for the years ended December 31, 2024 and 2023 (dollars in thousands): Year Ended December 31, Variance % Integrated Care 2024 2023 Revenue $ 1,528,870 $ 1,468,794 $ 60,076 4 % Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation 474,955 440,996 33,959 8 % Other segment expenses (1) 821,013 835,927 (14,914) (2) % Adjusted EBITDA $ 232,902 $ 191,871 $ 41,031 21 % Adjusted EBITDA Margin % 15.2 % 13.1 % _________________________________________ (1) Other segment expenses include advertising and marketing expenses, sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.
Segment Information The following tables set forth the results of operations by segment for the years ended December 31, 2025 and 2024 (dollars in thousands): Year Ended December 31, Variance % Integrated Care 2025 2024 Revenue $ 1,579,610 $ 1,528,870 $ 50,740 3 % Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation 516,326 474,955 41,371 9 % Advertising and marketing, exclusive of stock-based compensation 130,023 134,453 (4,430) (3) % Other segment expenses (1) 694,039 686,560 7,479 1 % Adjusted EBITDA $ 239,222 $ 232,902 $ 6,320 3 % Adjusted EBITDA Margin % 15.1% 15.2% (1) Other segment expenses include sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.
The following table shows amortization of intangible assets broken down by components for the periods indicated (in thousands): Year Ended December 31, 2024 2023 % Amortization of acquired intangibles $ 230,328 $ 242,976 (5) % Amortization of capitalized software development costs 133,037 82,957 60 % Amortization of intangible assets expense $ 363,365 $ 325,933 11 % Amortization of intangible assets was $363.4 million for the year ended December 31, 2024, compared to $325.9 million for the year ended December 31, 2023, an increase of $37.4 million, or 11%.
The following table shows amortization of intangible assets broken down by components for the periods indicated (in thousands): Year Ended December 31, 2025 2024 % Amortization of acquired intangibles $ 183,147 $ 230,328 (20) % Amortization of capitalized software development costs 167,617 133,037 26 % Amortization of intangible assets $ 350,764 $ 363,365 (3) % 68 Table of Contents Amortization of intangible assets was $350.8 million for the year ended December 31, 2025, compared to $363.4 million for the year ended December 31, 2024, a decrease of $12.6 million, or 3%.
Consolidated Results of Operations The following table sets forth our consolidated statement of operations data for the years ended December 31, 2024 and 2023 and the dollar and percentage change between the respective periods (dollars in thousands, except per share data).
Our presentation of these non-GAAP measures should not be construed as an inference that our future results will be unaffected by unusual or nonrecurring items. 65 Table of Contents Consolidated Results of Operations The following table sets forth our consolidated statement of operations data for the years ended December 31, 2025 and 2024 and the dollar and percentage change between the respective periods (dollars in thousands, except per share data).
Goodwill Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination.
We issued refunds of approximately $49.9 million and $84.0 million for the years ended December 31, 2025 and 2024, respectively. Goodwill Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination.
Integrated Care cost of revenue, exclusive of depreciation, amortization, and stock-based compensation, increased by $34.0 million, or 8%, to $475.0 million for the year ended December 31, 2024. The increase was primarily driven by higher provider costs and amortization of device costs, partially offset by lower technology costs.
The increase was primarily driven by higher provider costs, technology costs, and amortization of device costs. 69 Table of Contents Integrated Care advertising and marketing, exclusive of stock-based compensation, decreased by $4.4 million, or 3%, to $130.0 million for the year ended December 31, 2025, primarily reflecting lower spending on digital and media advertising and marketing.
As of December 31, 2024, the aggregate balance of these assets was $1,431.4 million. We amortize these definite-lived intangible assets over their estimated useful lives as disclosed in Note 8. “Intangible Assets, Net and Certain Cloud Computing Costs” to the consolidated financial statements.
We amortize these definite-lived intangible assets over their estimated useful lives as disclosed in Note 9. “Intangible Assets, Net and Certain Cloud Computing Costs” to the consolidated financial statements. We also review the estimated useful lives on a quarterly basis to determine if the period of economic benefit has changed.
Integrated Care other segment expenses decreased by $14.9 million, or 2%, to $821.0 million for the year ended December 31, 2024. The decrease was primarily driven by lower employee compensation, partially offset by higher software and infrastructure costs, legal and regulatory costs, and advertising costs, as well as higher commissions and professional fees.
Integrated Care other segment expenses increased by $7.5 million to $694.0 million for the year ended December 31, 2025. The increase was primarily driven by higher indirect taxes, software and infrastructure costs, commissions costs, and dues and subscriptions, partially offset by lower employee compensation.
The following is a reconciliation of net cash provided by operating activities to free cash flow (in thousands, unaudited): Year Ended December 31, 2024 2023 Net cash provided by operating activities $ 293,680 $ 350,021 Capital expenditures (10,790) (11,464) Capitalized software development costs (113,262) (144,884) Free Cash Flow $ 169,628 $ 193,673 Free cash flow was $169.6 million for the year ended December 31, 2024, as compared to $193.7 million for the year ended December 31, 2023.
Cash provided by financing activities for the year ended December 31, 2024 was $8.3 million and primarily consisted of $3.6 million of proceeds from the exercise of employee stock options and $4.7 million of proceeds from participants in our employee stock purchase plan. 71 Table of Contents Free Cash Flow The following is a reconciliation of net cash provided by operating activities to free cash flow (in thousands, unaudited): Year Ended December 31, 2025 2024 Net cash provided by operating activities $ 294,357 $ 293,680 Capital expenditures (8,893) (10,790) Capitalized software development costs (118,562) (113,262) Free Cash Flow $ 166,902 $ 169,628 Free cash flow was $166.9 million for the year ended December 31, 2025, as compared to $169.6 million for the year ended December 31, 2024.
Other expense (income), net was an expense of $6.0 million for the year ended December 31, 2024, compared to an income of $4.4 million for the year ended December 31, 2023, primarily reflecting losses on foreign currency exchange rate fluctuations for the year ended December 31, 2024, whereas the year ended December 31, 2023 reflected a gain on the partial sale of a business, partially offset by losses on foreign currency exchange rate fluctuations. 66 Table of Contents Provision for Income Taxes .
Other expense (income), net was an income of $10.4 million for the year ended December 31, 2025, compared to an expense of $6.0 million for the year ended December 31, 2024. The balance in both periods primarily reflects the impact of foreign currency exchange rate fluctuations. Provision for Income Taxes .
Critical Accounting Estimates and Policies Revenue We follow the revenue accounting requirements of Accounting Standards Codification (“ASC”) Topic 606, which establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services.
See “Risk Factors—Risks Related to Our Business and Industry—Our quarterly results may fluctuate significantly, which could adversely impact the value of our common stock.” included elsewhere in this Annual Report on Form 10-K. 58 Table of Contents Critical Accounting Estimates and Policies Revenue We follow the revenue accounting requirements of Accounting Standards Codification (“ASC”) Topic 606, “Revenues from Contracts with Customers,” which establishes a principle for recognizing revenue upon the transfer of promised goods or services to customers, in an amount that reflects the expected consideration received in exchange for those goods or services.
The increase was primarily driven by an increase in the average cash and cash equivalent balance. Interest Expense. Interest expense was $23.8 million for the year ended December 31, 2024, compared to $22.3 million for the year ended December 31, 2023. Other Expense (Income), Net.
Interest expense was $19.7 million for the year ended December 31, 2025, compared to $23.8 million for the year ended December 31, 2024. The decrease was driven by the maturation of the Livongo Notes and 2025 Notes. Other Expense (Income), Net.
We routinely enter into contractual obligations with third parties to provide professional services, licensing, and other products and services in support of our ongoing business.
We routinely enter into contractual obligations with third parties to provide professional services, licensing, and other products and services in support of our ongoing business. The current estimated cost of these contracts is not expected to be significant to our liquidity and capital resources based on contracts in place as of December 31, 2025.
The primary uses of cash from operating activities are for the payment of cash compensation, provider fees, engagement marketing, direct-to-consumer digital and media advertising, inventory, insurance, technology costs, interest expense and acquisition, integration, and transformation costs. Historically, cash compensation is at its highest level in the first quarter when discretionary employee compensation related to the previous fiscal year is paid.
The increase was driven by higher collections from customers and lower incentive compensation payments, offset by higher operational spending. The primary uses of cash from operating activities are for the payment of cash compensation, provider fees, engagement marketing, direct-to-consumer digital and media advertising, inventory, insurance, technology costs, interest expense and acquisition, integration, and transformation costs.
The higher expense was driven by an increase in the amortization of capitalized software development costs related to our investment in platforms, partially offset by lower amortization of acquired intangibles due to certain trademarks becoming fully amortized.
The decrease was primarily driven by the lower amortization associated with the Livongo trademark, partially offset by an increase in the amortization of capitalized software development costs related to our investment in platforms. Depreciation of Property and Equipment.
For other wellness services, users can purchase access to their consumer application for a subscription fee, generally for a period of one year. BetterHelp also provides virtual therapy services to employers as part of employee assistance programs, with revenues recorded based on completion of visit. The BetterHelp service provides for member refunds.
BetterHelp also provides virtual therapy services to employers as part of employee assistance programs, with revenues recorded based on completion of visit. The BetterHelp service provides for member refunds. We estimate the expected amount of refunds to be issued based on historical experience, which are recorded as a reduction of revenue.
“Goodwill,” to our consolidated financial statements for further information. At October 1, 2024, we performed our annual test of goodwill impairment using a quantitative analysis. We determined that the BetterHelp reporting unit’s fair value exceeded its carrying value by a significant margin, while the Integrated Care reporting unit’s fair value was less than its carrying value.
At October 1, 2025, we performed our annual test of goodwill impairment using a discounted cash flow method under the income approach. We determined that the BetterHelp reporting unit’s fair value exceeded its carrying value, while the Integrated Care reporting unit’s fair value approximated its carrying value.
Interest Expense Interest expense consists of interest costs and the amortization of debt discounts primarily associated with convertible senior notes. 62 Table of Contents Other Expense (Income), Net Other expense (income), net includes the impact of foreign currency remeasurement, realized gains on investment securities, and all other non-operating items not included in other financial statement lines.
Other Expense (Income), Net Other expense (income), net includes the impact of foreign currency remeasurement, realized gains on investment securities, and all other non-operating items not included in other financial statement lines. Provision for Income Taxes Provision for income taxes reflects management’s best assessment of estimated current and future taxes to be paid.
Since the BetterHelp reporting unit's fair value exceeded its carrying value and the Integrated Care reporting unit carries no goodwill at October 1, 2024, no impairment was recorded. On January 31, 2025, we signed a definitive agreement to acquire Catapult Health, LLC (“Catapult Health”) that we expect to close during the three months ending March 31, 2025.
Since the BetterHelp reporting unit's fair value exceeded its carrying value and the Integrated Care reporting unit carried no goodwill at October 1, 2025, no impairment was recorded.
For additional information on the acquisition of Catapult Health, see Note 19. "Subsequent Events" to the consolidated financial statements. 59 Table of Contents Other Intangible Assets Other intangible assets include customer relationships, non-compete agreements, acquired technology, and trademarks resulting from business acquisitions, as well as capitalized software development costs.
“Goodwill” to our consolidated financial statements for further information. Other Intangible Assets Other intangible assets include client and other relationships, acquired technology, and trademarks resulting from business acquisitions, as well as capitalized software development costs. As of December 31, 2025, the aggregate balance of these assets was $1,297.1 million.
Depreciation of property and equipment was $10.2 million for the year ended December 31, 2024, compared to $11.1 million for the year ended December 31, 2023, a decrease of $1.0 million, or 9%. Interest Income. Interest income was $57.1 million for the year ended December 31, 2024, compared to $46.8 million for the year ended December 31, 2023.
Interest income was $36.8 million for the year ended December 31, 2025, compared to $57.1 million for the year ended December 31, 2024. The decrease was driven by a lower average balance of cash and cash equivalents and lower interest rate yields. Interest Expense.
We record access fees from Clients accessing the THMG Association professional provider network or hosted virtual healthcare platform or chronic care management platforms, visit fee revenue for general medical, expert medical service and other specialty visits as well as other revenue primarily associated with virtual healthcare device equipment included with our hosted virtual healthcare platform.
Depending on the product, we may generate revenue from Clients through a combination of access fees and visit fees, while certain Clients may have access-fee only or visit fee only arrangements. We generate access fees from Clients accessing the THMG Association professional provider network, hosted virtual care platform, and chronic care management platforms.
The current estimated cost of these contracts is not expected to be significant to our liquidity and capital resources based on contracts in place as of December 31, 2024. 68 Table of Contents Cash from Operating Activities Cash flows provided by operating activities consisted of net loss adjusted for certain non-cash items and the cash effect of changes in assets and liabilities.
Cash from Operating Activities Cash flows provided by operating activities consisted of net loss adjusted for certain non-cash items and the cash effect of changes in assets and liabilities. Cash provided by operating activities was $294.4 million and $293.7 million for the years ended December 31, 2025 and 2024, respectively, reflecting an increase of $0.7 million.
Year Ended December 31, Variance % BetterHelp 2024 2023 Therapy Services $ 1,017,725 $ 1,116,693 $ (98,968) (9) % Other Wellness Services 22,979 16,928 6,051 36 % Total Revenue 1,040,704 1,133,621 (92,917) (8) % Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation 271,533 313,572 (42,039) (13) % Advertising and marketing, exclusive of stock-based compensation 558,759 541,815 16,944 3 % Other segment expenses (1) 132,603 141,985 (9,382) (7) % Adjusted EBITDA $ 77,809 $ 136,249 $ (58,440) (43) % Adjusted EBITDA Margin % 7.5 % 12.0 % _________________________________________ (1) Other segment expenses include sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation. 67 Table of Contents BetterHelp total revenues decreased by $92.9 million, or 8%, to $1,040.7 million for the year ended December 31, 2024, driven by an 11% decrease in average monthly paying users.
Year Ended December 31, Variance % BetterHelp 2025 2024 Therapy Services $ 930,700 $ 1,017,725 $ (87,025) (9) % Other Wellness Services 19,667 22,979 (3,312) (14) % Total Revenue $ 950,367 $ 1,040,704 (90,337) (9) % Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation 253,185 271,533 (18,348) (7) % Advertising and marketing, exclusive of stock-based compensation 518,455 558,759 (40,304) (7) % Other segment expenses (1) 136,854 132,603 4,251 3 % Adjusted EBITDA $ 41,873 $ 77,809 $ (35,936) (46) % Adjusted EBITDA Margin % 4.4% 7.5% (1) Other segment expenses include sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.
During the second half of 2023, we initiated a strategy to transition the majority of our chronic condition management Clients and members to the Teladoc Health brand on a phased basis, with a smaller subset continuing to be served under the Livongo trade name beyond 2024.
During the three months ended December 31, 2025, we initiated a strategy to transition the remainder of our chronic condition management Clients and members to the Teladoc Health brand by December 31, 2026.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

6 edited+2 added−2 removed1 unchanged
Biggest changeConcentrations of Risk and Significant Clients Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable. Although we deposit our cash with multiple financial institutions in the U.S. and in foreign countries, our deposits, at times, may exceed federally insured limits.
Biggest changeAlthough we deposit our cash with multiple financial institutions in the U.S. and in foreign countries, our deposits, at times, may exceed federally insured limits or foreign equivalent. Our cash equivalents are primarily invested in institutional money market funds. No single Client represented over 10% of consolidated revenues for the years ended December 31, 2025 or 2024.
For further information, see “Risk Factors—Risks Related to Our Business and Industry—We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, and results of operations will be harmed,” “—A significant portion of our revenue comes from a limited number of Clients, the loss of which could have a material adverse effect on our business, financial condition and results of operations” included elsewhere in this Annual Report on Form 10-K.
For further information, see “Risk Factors—Risks Related to Our Business and Industry—We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, and results of operations will be harmed,” and “—A significant portion of our revenue comes from a limited number of Clients, the loss of which could have a material adverse effect on our business, financial condition and results of operations” included elsewhere in this Annual Report on Form 10-K.
A 1% change in interest rates would result in a change of interest income generated from our cash and cash equivalents by approximately $12.3 million over the next 12 months. We do not expect cash flows related to our convertible senior notes to be affected by a sudden change in market interest rates as they bear fixed interest rates.
A 1% change in interest rates would result in a change of interest income generated from our cash and cash equivalents by approximately $7.0 million over the next 12 months. We do not enter into investments for trading or speculative purposes. Our convertible senior notes bear fixed interest rates so would not be exposed to changes in market interest rates.
Our cash equivalents are primarily invested in institutional money market funds. No Client represented over 10% of consolidated revenues for the years ended December 31, 2024 or 2023. For the Integrated Care segment, a significant portion of our revenue is derived from large enterprises, mainly health plans.
For the Integrated Care segment, a significant portion of our revenue is derived from large enterprises, mainly health plans. Revenue from the five largest Clients accounted for 31% of total Integrated Care segment revenue for each of the years ended December 31, 2025 and 2024.
For the BetterHelp segment, there is no significant concentration risk as substantially all revenue is generated from individuals in the direct-to-consumer market. Item 8. Financial Statements and Supplementary Data Our consolidated financial statements are listed in the Index to Consolidated Financial Statements and Supplemental Data filed as part of this Annual Report on Form 10-K. Item 9.
For the BetterHelp segment, there is no significant concentration risk as substantially all revenue is generated from individuals in the direct-to-consumer market. 72 Table of Contents
We do not enter into investments for trading or speculative purposes. 69 Table of Contents We operate our business primarily within the U.S. which accounts for approximately 84% of our revenues. We have not historically utilized hedging strategies with respect to our foreign currency exchange exposure, however we may begin to do so.
We have not historically utilized hedging strategies with respect to our foreign currency exchange exposure, however we may begin to do so. Concentrations of Risk and Significant Clients Our financial instruments that are exposed to concentrations of credit risk consist primarily of cash and cash equivalents and accounts receivable.
Removed
Revenue from the five largest customers was 31% and 34% of total Integrated Care segment revenue for the years ended December 31, 2024 and 2023, respectively.
Added
As interest rates under our Revolving Credit Facility are variable (see Note 11. “Debt” to the consolidated financial statements for additional information), any borrowing made under the Revolving Credit Facility would be exposed to changes in market interest rates.
Removed
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure None.
Added
However, there were no amounts outstanding under the Revolving Credit Facility as of December 31, 2025, so there is currently no financial interest rate exposure. We operate our business primarily within the U.S. which accounts for approximately 82% of our revenues.

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