Financial Analysis

Acquisitions Business Combinations On February 28, 2025, Teladoc Health acquired full ownership of Catapult Health, LLC (Catapult Health). Including the final closing adjustments, the Company paid $65.3 million, which is net of $0.1 million of cash acquired, of which $64.6 million was paid during the three months ended March 31, 2025. During the three months ended March 31, 2026, the Company paid an additional $2.8 million to settle its outstanding contingent consideration which was determined based on the achievement of specified targets. The acquisition of Catapult Health was accounted for as a business combination. Catapult Health is included as a component of the Companys Integrated Care reporting segment. The purchase price allocations for the Catapult Health acquisition include $12.7 million for identifiable intangible assets and $59.1 million for goodwill. The Company concluded that $9.4 million of the intangible and $43.2 million of the goodwill are tax deductible. Concurrent with the closing of the acquisition of Catapult Health in the three months ended March 31, 2025, the Company performed goodwill impairment tests on its Integrated Care reporting unit and determined that the carrying value of the reporting unit exceeded its fair value and, thus, recorded a full impairment of the $59.1 million of acquired goodwill. On August 8, 2025, Teladoc Health acquired full ownership of Telecare Australia Pty Ltd (Telecare). Including closing adjustments, the Company paid $16. …

BusinessCombinationDisclosureTextBlock · excerpt; the full note is in the filing

Debt Outstanding Convertible Senior Notes At June 30, 2026, the Companys outstanding senior notes consisted of $1.0 billion aggregate principal amount of 1.25% convertible senior notes due 2027 (the 2027 Notes), issued on May 19, 2020 for net proceeds to the Company of $975.9 million after deducting offering costs of approximately $24.1 million. The following table presents certain terms of the 2027 Notes that were outstanding as of June 30, 2026: 2027 Notes Principal Amount Outstanding as of June 30, 2026 (in thousands) $ 1,000,000 Interest Rate Per Year 1.25 % Fair Value as of June 30, 2026 (in thousands) (1) $ 970,000 Fair Value as of December 31, 2025 (in thousands) (1) $ 950,000 Maturity Date June 1, 2027 Optional Redemption Date June 5, 2024 Conversion Date December 1, 2026 Conversion Rate Per $1,000 Principal Amount as of June 30, 2026 4.1258 Remaining Contractual Life as of June 30, 2026 0.9 years (1) The Company estimates the fair value of its 2027 Notes utilizing market quotations for debt that have quoted prices in active markets. Since the 2027 Notes do not trade on a daily basis in an active market, the fair value estimates are based on market observable inputs based on borrowing rates currently available for debt with similar terms and average maturities. The 2027 Notes would be classified as Level 2 within the fair value hierarchy, as defined in Note 2. Basis of Presentation and Principles of Consolidation. The 2027 Notes are unsecured obligations of the Compan …

DebtDisclosureTextBlock · excerpt; the full note is in the filing

The following table presents the Companys revenues disaggregated by revenue source and geography (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue by Type Access Fees $ 474,215 $ 523,703 $ 958,870 $ 1,049,439 Other 132,712 108,197 261,902 211,830 Total Revenue $ 606,927 $ 631,900 $ 1,220,772 $ 1,261,269 Revenue by Geography U.S. $ 487,360 $ 519,689 $ 978,865 $ 1,044,659 International 119,567 112,211 241,907 216,610 Total Revenue $ 606,927 $ 631,900 $ 1,220,772 $ 1,261,269 …

DisaggregationOfRevenueTableTextBlock · excerpt; the full note is in the filing

Provision for Income TaxesThe Company recorded income tax expense of $1.0 million and $4.0 million for the three and six months ended June 30, 2026, respectively, and income tax benefit of $7.8 million and $26.0 million for the same periods in 2025. The tax expense for the six months ended June 30, 2026 is primarily attributable to an increase in the valuation allowance of $19.3 million and a discrete tax expense related to the shortfall from stock-based compensation, offset by an ordinary tax benefit of $20.7 million. The income tax benefit for the six months ended June 30, 2025 resulted primarily from a discrete benefit of $20.1 million related to the completion of a research and development tax credit study and $11.1 million of acquisition related tax benefits, offset by ordinary tax expense of $5.0 million.

IncomeTaxDisclosureTextBlock

Commitments and Contingencies Commitments The Company has contractual obligations to make future payments related to its outstanding convertible senior notes and its long-term operating leases. Legal Matters From time to time, Teladoc Health is involved in various litigation matters arising in the normal course of business, including the matters described below. The Company consults with legal counsel on those issues related to litigation and seeks input from other experts and advisors with respect to such matters. Estimating the probable losses or a range of probable losses resulting from litigation, government actions, and other legal proceedings is inherently difficult and requires an extensive degree of judgment, particularly where the matters involve indeterminate claims for monetary damages, may involve discretionary amounts, present novel legal theories, are in the early stages of the proceedings, or are subject to appeal. Whether any losses, damages, or remedies ultimately resulting from such matters could reasonably have a material effect on the Companys business, financial condition, results of operations, or cash flows will depend on a number of variables, including, for example, the timing and amount of such losses or damages (if any) and the structure and type of any such remedies. As of the date of these financial statements, Teladoc Healths management does not expect any litigation matter to have a material adverse impact on its business, financial condition, r …

LegalMattersAndContingenciesTextBlock · excerpt; the full note is in the filing

Recently Adopted Accounting Standards In July 2025, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2025-05, Measurement of Credit Losses for Accounts Receivable and Contract Assets. This new standard provides a practical expedient that all entities can use when estimating expected credit losses for current accounts receivable and current contract assets arising from transactions accounted for under Topic 606, Revenue from Contracts with Customers. The practical expedient allows companies to assume that current conditions as of the balance sheet date do not change for the remaining life of the asset when measuring credit losses. ASU 2025-05 was effective for annual periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods, with early adoption permitted. The adoption of this new ASU did not have an effect on the Companys financial statements. Recently Issued Accounting Standards In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses. ASU 2024-03 requires a public business entity (PBE) to disclose information in the notes to financial statements about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. Entities would also have to dis …

NewAccountingPronouncementsPolicyPolicyTextBlock · excerpt; the full note is in the filing

Restructuring Restructuring charges may include employee severance and related separation costs and lease related costs associated with office space reductions. Employee severance and related separation costs are recognized when a liability is incurred and the amount to be paid is both probable and reasonably estimated. The Company recorded $0.9 million of restructuring costs during the three months ended June 30, 2026, of which $0.6 million was related to employee transition, severance, employee benefits, and related costs and $0.3 million was related to costs associated with office space reductions. The Company recorded $12.9 million of restructuring costs during the six months ended June 30, 2026, of which $11.6 million was related to employee transition, severance, employee benefits, and related costs and $1.3 million was related to costs associated with office space reductions, including $0.2 million of right-of-use asset impairment charges. The Company recorded $5.7 million of restructuring costs during the three months ended June 30, 2025, of which $5.4 million was related to employee transition, severance, employee benefits, and related costs and $0.3 million was related to costs associated with office space reductions, including $0.1 million of right-of-use asset impairment charges. The Company recorded $10.0 million of restructuring costs during the six months ended June 30, 2025, of which $9.0 million was related to employee transition, severance, employee benefits …

RestructuringAndRelatedActivitiesDisclosureTextBlock · excerpt; the full note is in the filing

Revenue, Deferred Revenue, and Deferred Device and Contract Costs The Company generates access fees from customers, which primarily consist of employers, health plans, hospitals and health systems, insurance and financial services companies (collectively Clients), as well as individual paying users, accessing the THMG Association professional provider network and the Company's therapy and other wellness platforms, hosted virtual care platform, and chronic care management platforms. Visit fee revenue is generated for general medical, expert medical service, virtual therapy, and other specialty visits, including for individuals utilizing insurance coverage to access the Uplift Association professional provider network, and is reported as a component of other revenue. Revenue associated with virtual care device equipment sales included with the Companys hosted virtual care platform is also reported in other revenue. The following table presents the Companys revenues disaggregated by revenue source and geography (in thousands): Three Months Ended June 30, Six Months Ended June 30, 2026 2025 2026 2025 Revenue by Type Access Fees $ 474,215 $ 523,703 $ 958,870 $ 1,049,439 Other 132,712 108,197 261,902 211,830 Total Revenue $ 606,927 $ 631,900 $ 1,220,772 $ 1,261,269 Revenue by Geography U.S. $ 487,360 $ 519,689 $ 978,865 $ 1,044,659 International 119,567 112,211 241,907 216,610 Total Revenue $ 606,927 $ 631,900 $ 1,220,772 $ 1,261,269 Deferred Revenue Deferred revenue represents bil …

RevenueFromContractWithCustomerTextBlock · excerpt; the full note is in the filing

Segments ASC Subtopic 280-10, Segment Reporting, establishes standards for reporting information about operating segments. Operating segments are defined as components of an enterprise about which separate financial information is available that is evaluated regularly by the chief operating decision maker (CODM) in deciding how to allocate resources and assess performance. The Companys Chief Executive Officer is the CODM and is responsible for reviewing financial information presented on a segment basis for purposes of making operating decisions and assessing financial performance. The CODM measures and evaluates segments based on segment operating revenues, segment expenses, and Adjusted EBITDA. The CODM reviews annual-operating-plan-to-actual variances for these measures on a regular basis to assess the performance of the segments and to make decisions about allocating resources. The Company does not include the following items in segment expenses and Adjusted EBITDA: provision for income taxes; interest income; interest expense; other expense (income), net; depreciation of property and equipment; amortization of intangible assets; restructuring costs; acquisition, integration, and transformation charges; goodwill impairment; and stock-based compensation. Although these amounts are excluded from segment Adjusted EBITDA, they are included in reported consolidated net loss and are included in the reconciliations that follow. The Companys computation of segment Adjusted EBITDA …

SegmentReportingDisclosureTextBlock · excerpt; the full note is in the filing