Oura's $2.2B IPO Is 73% Existing Shareholders Cashing Out

Oura kicked off the roadshow for its U.S. initial public offering on Monday, setting a $40-to-$44 price range for 50 million shares that could raise up to $2.2 billion. But nearly three-quarters of the shares on offer belong to existing investors selling out — not to the company raising new capital.

The terms, laid out in an amended registration statement Oura filed with the SEC on September 21, split the offering into 13.5 million shares sold by the company and 36.5 million sold by existing stockholders. “We will not receive any of the proceeds from the sale of the shares being sold by the selling stockholders,” the filing states. Oura has applied to list on the Nasdaq Global Select Market under the symbol OURA.

Three-quarters of the deal is existing holders selling

The 36.5 million secondary shares represent 73% of the base offering — and the selling does not stop there. The underwriters hold a 30-day option on another 7.5 million shares, drawn entirely from selling stockholders, which would take the secondary block to 44 million shares.

The biggest seller by far is Forerunner Ventures, Oura's second-largest shareholder. The venture firm is unloading its entire 28.7 million-share stake — 9.3% of the company — worth about $1.2 billion at the $42 midpoint before fees and taxes. That single holder accounts for nearly 80% of the secondary shares. Lifeline Ventures is selling 6.9 million of its 22.6 million shares and keeping the rest. Notably, the two largest holders — Fidelity affiliates at 10.9% and Bedford Ridge at 9.2% — are selling nothing. A full exit by the second-largest holder at the IPO is unusual; the filing gives no reason for it, and none should be inferred. What it does mechanically is remove a large future overhang from the stock.

Oura itself keeps about $6 million to actually spend

At the $42 midpoint, Oura expects about $532.6 million in net proceeds — and it has already earmarked roughly $526.4 million of that to cover tax withholding on employee stock grants vesting at the offering. That leaves around $6.2 million for "general corporate purposes, including technology development, working capital, operating expenses, and capital expenditures."

In other words, this IPO is a liquidity event wearing a capital raise's clothes. That is not an accusation — the filing is explicit about it, and with $371.8 million of cash on hand at June 30, Oura does not need the money. But investors pricing the deal should understand what they are buying into: a company settling its tax bill and handing its early backers an exit, not one stocking a war chest.

Lilly and Dragoneer want $400 million of it

On the demand side, the filing names two cornerstone indications: Eli Lilly has indicated interest in up to $100 million of shares, and funds affiliated with Dragoneer Investment Group up to $300 million — $400 million combined, or about 19% of the deal at the midpoint. Both would buy at the IPO price on the same terms as everyone else.

The indications are not binding — the filing says each investor "may determine to purchase more, fewer, or no shares." Still, Lilly's interest comes with history: it already holds a $50 million SAFE converting into about 1.19 million shares at $42, alongside a LillyDirect partnership. A pharmaceutical giant circling a consumer health device is its own signal about where Oura's data ambitions point.

The business underneath is genuinely strong

Strip out the deal mechanics and Oura's numbers are the reason this IPO can target a $15.6 billion fully-diluted valuation at the top of the range. Revenue grew from $406.8 million in fiscal 2024 to $907.9 million in fiscal 2025 — up 123% — and hit $1.21 billion in the nine months ended June 30, 2026, up 74% year over year. The company earned $60.8 million of net income in those nine months, after $10,000 in fiscal 2025 and $3.6 million in fiscal 2024.

The engine is the membership flywheel. Paid members scaled from 1.5 million at the end of 2024 to 5.0 million at June 30, 2026, with growth topping 100% year over year for seven straight quarters; Oura expects about 5.7 million by its September 30 fiscal year-end. Roughly 94% of ring activations convert to a paid membership at $5.99 a month or $69.99 a year, and 12-month retention runs about 85%. Memberships carry an 89% gross margin and now make up 20% of revenue ($240.5 million); hardware is still 80% ($974 million). Oura sold 3.1 million rings in the nine-month period — 3.6 million over the trailing twelve months.

What could go wrong

The filing's own risk section starts with the obvious: Oura has "only recently achieved profitability and may not maintain profitability in the future." Substantially all revenue comes from one device and its subscription — a concentration the filing flags directly. It faces larger, better-resourced competitors across smartwatches, fitness trackers, and health software. And the auto-renewing subscription model behind the bull case carries consumer-protection regulatory risk; the filing also discloses past consumer class-action litigation alleging its products do not operate as advertised.

What to watch at pricing

Pricing is expected next week — IPO specialist Renaissance Capital points to the week of September 28 — though the filing itself names no pricing or first-trading date. The open questions: whether Lilly and Dragoneer actually show up for their $400 million, how the market receives a deal that is 73% secondary paper, and whether the step-up from last year's roughly $11 billion private valuation to $15.6 billion fully diluted holds in the aftermarket. A 180-day lock-up, with graduated early releases, sets the clock for the next supply wave.