Form 8-K

8-K — Teladoc Health, Inc.

Accession: 0001477449-26-000026

Filed: 2026-04-29

Period: 2026-04-29

CIK: 0001477449

SIC: 8011 (SERVICES-OFFICES & CLINICS OF DOCTORS OF MEDICINE)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — tdoc-20260429.htm (Primary)

EX-99.1 (tdoc-20260331xexx991.htm)

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8-K

8-K (Primary)

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FALSE000147744900014774492026-04-292026-04-29

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported) April 29, 2026

___________________________________

Teladoc Health, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware

(State or other jurisdiction of

incorporation)

001-37477

(Commission File Number)

04-3705970

(I.R.S. Employer Identification No.)

155 E 44th Street Suite 1700

New York, NY 10017

(Address of principal executive offices and zip code)

(203) 635-2002

(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol

Name of each exchange on which registered

Common stock, par value $0.001 per share

TDOC

The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02. Results of Operations and Financial Condition.

On April 29, 2026, Teladoc Health, Inc. (the “Company”) issued a press release relating to its financial results for the first quarter of 2026. A copy of the press release, which is incorporated by reference herein, is attached hereto as Exhibit 99.1.

The foregoing information (including the exhibit set forth in Item 9.01 hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.

Description

99.1*

Teladoc Health, Inc. press release, dated April 29, 2026.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Furnished herewith.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: April 29, 2026

Teladoc Health, Inc.

By:

/s/ Adam C. Vandervoort

Name:

Adam C. Vandervoort

Title:

Chief Legal Officer and Secretary

EX-99.1

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Document

Exhibit 99.1

Teladoc Health Reports First Quarter 2026 Results

NEW YORK, April 29, 2026— Teladoc Health, Inc. (NYSE: TDOC), the global leader in virtual care, today reported financial results for the three months ended March 31, 2026 (“First Quarter 2026”). Unless otherwise noted, percentage and other changes are relative to the three months ended March 31, 2025 (“First Quarter 2025”).

Highlights

•First Quarter 2026 revenue of $613.8 million, down 2% year-over-year

•First Quarter 2026 net loss of $63.8 million, or $0.36 per share

•First Quarter 2026 adjusted EBITDA of $58.2 million, essentially flat year-over-year

•Integrated Care segment revenue of $395.4 million, up 2% year-over-year, and adjusted EBITDA margin of 14.2%

•BetterHelp segment revenue of $218.4 million, down 9% year-over-year, and adjusted EBITDA margin of 0.9%

•The Company reaffirmed the midpoint of its full year financial outlook

“We delivered a good start to 2026, with first quarter consolidated revenue and adjusted EBITDA exceeding the midpoint of our guidance ranges, and our full-year outlooks for both segments remain on track,” said Chuck Divita, Chief Executive Officer of Teladoc Health. “Integrated Care delivered solid results in the quarter and we continued to make meaningful progress scaling insurance acceptance in BetterHelp.”

“We remain focused on disciplined execution across our strategic priorities, including key investments in product innovation, technology, and our clinical model. We see a meaningful opportunity to build on the unique strengths of our platform to deliver measurable and differentiated value for our clients and members and to return the business to growth. The progress we’re seeing strengthens our conviction in that path and we remain committed to driving long-term value for all stakeholders.”

Key Financial Data

(In thousands, except per share data, unaudited)

Three Months Ended

March 31,

2026 2025 Change

Revenue $ 613,845 $ 629,369 (2) %

Net loss $ (63,837) $ (93,012) 31 %

Net loss per share $ (0.36) $ (0.53) 32 %

Adjusted EBITDA (1) $ 58,169 $ 58,093 — %

See note (1) in the Notes section that follows.

First Quarter 2026

Revenue decreased 2% to $613.8 million from $629.4 million in First Quarter 2025. Access fees revenue decreased 8% to $484.7 million while other revenue increased 25% to $129.2 million. U.S. revenue decreased 6% to $491.5 million while International revenue increased 17% to $122.3 million.

Integrated Care segment revenue increased 2% to $395.4 million in First Quarter 2026 while BetterHelp segment revenue decreased 9% to $218.4 million.

Net loss totaled $63.8 million, or $0.36 per share, for First Quarter 2026, compared to $93.0 million, or $0.53 per share, for First Quarter 2025. Results for First Quarter 2026 included amortization of intangibles of $89.8 million, or $0.50 per share pre-tax, and stock-based compensation expense of $14.6 million, or $0.08 per share pre-tax. Net loss for First Quarter 2026 also included restructuring costs of $12.0 million, or $0.07 per share pre-tax, primarily related to severance costs.

Results for First Quarter 2025 included a non-cash goodwill impairment charge of $59.1 million, or $0.34 per share pre-tax, amortization of intangibles of $84.3 million, or $0.48 per share pre-tax, and stock-based compensation expense of $25.2 million, or $0.14 per share pre-tax. Net loss for First Quarter 2025 also included restructuring costs related to severance costs and costs associated with office space reductions of $4.3 million, or $0.02 per share pre-tax. These items were partially offset by a discrete tax benefit of $20.1 million, or $0.12 per share, related to the completion of a research and development tax credit study.

The non-cash goodwill impairment charge recorded in First Quarter 2025 was the result of the fair value of the Integrated Care segment being less than its carrying value at the time of the acquisition of Catapult Health, LLC.

Adjusted EBITDA(1) of $58.2 million was essentially flat compared to $58.1 million for First Quarter 2025. The Integrated Care segment adjusted EBITDA increase of $5.9 million was offset by a $5.8 million decrease of the BetterHelp segment adjusted EBITDA in First Quarter 2026.

Capex and Cash Flow

Cash flow from operations was $9.5 million in First Quarter 2026, compared to $15.9 million in First Quarter 2025. Capital expenditures and capitalized software development costs (together, “Capex”) were $35.8 million in First Quarter 2026, compared to $31.6 million in First Quarter 2025. Free cash flow was an outflow of $26.3 million in First Quarter 2026, compared to an outflow of $15.7 million in First Quarter 2025.

Financial Outlook

The outlook provided below is based on current market conditions and expectations and what we know today.

For the full year of 2026, we expect:

Full Year 2026 Outlook Range

Revenue $2,481 - $2,576 million

Adjusted EBITDA $267 - $306 million

Net loss per share ($1.05) - ($0.75)

Free Cash Flow $130 - $170 million

U.S. Integrated Care Members (2) 97 - 100 million

Integrated Care

Revenue growth percentage (year-over-year) 0.80% - 3.50%

Adjusted EBITDA margin 15.10% - 16.10%

BetterHelp

Revenue growth percentage (year-over-year) (6.50%) - (1.00%)

Adjusted EBITDA margin 3.00% - 4.60%

For the second quarter of 2026, we expect:

2Q 2026 Outlook Range

Revenue $597 - $626 million

Adjusted EBITDA $55 - $67 million

Net loss per share ($0.30) - ($0.20)

U.S. Integrated Care Members (2) 98.5 - 100 million

Integrated Care

Revenue growth percentage (year-over-year) (1.75%) - 1.75%

Adjusted EBITDA margin 14.70% - 16.00%

BetterHelp

Revenue growth percentage (year-over-year) (11.75%) - (5.25%)

Adjusted EBITDA margin (0.50%) - 1.50%

See note (2) in the Notes section that follows.

Earnings Conference Call

The First Quarter 2026 earnings conference call and webcast will be held Wednesday, April 29, 2026 at 5:00 p.m. E.T. The conference call can be accessed by dialing (800) 715-9871 for U.S. participants and using the conference ID # 2214924. For international participants, please visit the following link for global dial-in numbers, using the same conference ID # 2214924: https://registrations.events/directory/international/itfs.html. A live audio webcast will also be available online at http://ir.teladoc.com/news-and-events/events-and-presentations/. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.

About Teladoc Health

Teladoc Health is the global leader in virtual care. The company is delivering and orchestrating care across patients, care providers, platforms, and partners — transforming virtual care into a catalyst for how better health happens. Through our relationships with health plans, employers, providers, health systems and consumers, we are enabling more access, driving better outcomes, extending provider capacity and lowering costs. Learn more at www.teladochealth.com.

Cautionary Note Regarding Forward-Looking Statements

This press release contains “forward-looking statements” within the meaning of the safe harbor provisions of the U.S. Private Securities Litigation Reform Act of 1995. Forward-looking statements can be identified by words such as: “anticipate,” “intend,” “plan,” “believe,” “project,” “estimate,” “expect,” “may,” “should,” “will” and similar references to future periods. Examples of forward-looking statements include, among others, the information under the caption “Financial Outlook” and statements we make regarding future financial or operating results, future numbers of members, BetterHelp paying users or clients, litigation outcomes, regulatory developments, market developments, new products and growth strategies, initiatives to improve our efficiency and competitiveness, and the effects of any of the foregoing on our future results of operations or financial condition.

Forward-looking statements are neither historical facts nor assurances of future performance. Instead, they are based only on our current beliefs, expectations and assumptions regarding the future of our business, future plans and strategies, projections, anticipated events and trends, the economy and other future conditions. Because forward-looking statements relate to the future, they are subject to inherent uncertainties, risks and changes in circumstances that are difficult to predict and many of which are outside of our control. Our actual results and financial condition may differ materially from those indicated in the forward-looking statements. Important factors that could cause our actual results and financial condition to differ materially from those indicated in the forward-looking statements include, among others, the following: (i) changes in laws and regulations applicable to our business model; (ii) changes in market conditions and receptivity to our services and offerings, including our ability to effectively compete; (iii) results of litigation or regulatory actions; (iv) the loss of one or more key clients or the loss of a significant number of members or BetterHelp paying users; (v) changes in valuations or useful lives of our assets; (vi) changes to our abilities to recruit and retain qualified providers into our network; (vii) the impact of and risk related to impairment losses with respect to goodwill or other assets; (viii) the success of our initiatives to improve our efficiency and competitiveness; and (ix) imposed and threatened tariffs by the United States and its trading partners, and any resulting disruptions or inefficiencies in our supply chain. For a detailed discussion of the risk factors that could affect our actual results, please refer to the risk factors identified in our SEC reports, including, but not limited to, our Annual Report on Form 10-K and Quarterly Reports on Form 10-Q, as filed with the SEC.

Any forward-looking statement made by us in this press release is based only on information currently available to us and speaks only as of the date on which it is made. We undertake no obligation to publicly update any forward-looking statement, whether written or oral, that may be made from time to time, whether as a result of new information, future developments or otherwise.

TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(In thousands, except share and per share data, unaudited)

Three Months Ended

March 31,

2026 2025

Revenue $ 613,845 $ 629,369

Costs and expenses:

Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) 197,526 196,829

Advertising and marketing 151,527 168,185

Sales 51,276 48,693

Technology and development 67,865 69,958

General and administrative 102,093 112,774

Goodwill impairment — 59,138

Acquisition, integration, and transformation costs 1,064 2,188

Restructuring costs 11,975 4,347

Amortization of intangible assets 89,826 84,304

Depreciation of property and equipment 2,461 3,564

Total costs and expenses 675,613 749,980

Loss from operations (61,768) (120,611)

Interest income (6,490) (12,674)

Interest expense 5,368 5,765

Other expense (income), net 196 (2,435)

Loss before provision for income taxes (60,842) (111,267)

Provision for income taxes 2,995 (18,255)

Net loss $ (63,837) $ (93,012)

Net loss per share, basic and diluted $ (0.36) $ (0.53)

Weighted-average shares used to compute basic and diluted net loss per share 179,122,268 174,154,128

Stock-based Compensation Summary

Compensation expense for stock-based awards was classified as follows (in thousands, unaudited):

Three Months Ended

March 31,

2026 2025

Cost of revenue (exclusive of depreciation and amortization, which are shown separately) $ 347 $ 573

Advertising and marketing 860 1,503

Sales 2,077 4,259

Technology and development 2,727 5,785

General and administrative 8,600 13,043

Total stock-based compensation expense (3) $ 14,611 $ 25,163

See note (3) in the Notes section that follows.

Revenues

Three Months Ended

March 31,

(In thousands, unaudited) 2026 2025 Change

Revenue by Type

Access Fees $ 484,655 $ 525,736 (8) %

Other 129,190 103,633 25 %

Total Revenue $ 613,845 $ 629,369 (2) %

Revenue by Geography

U.S. $ 491,505 $ 524,970 (6) %

International 122,340 104,399 17 %

Total Revenue $ 613,845 $ 629,369 (2) %

Summary Operating Metrics

Consolidated

Three Months Ended

March 31,

(In millions) 2026 2025 Change

Total Visits 4.4 4.4 (2) %

Integrated Care

As of March 31,

(In millions)

2026 2025 Change

U.S. Integrated Care Members (2) 101.2 102.5 (1) %

Chronic Care Program Enrollment (4) 1.197 1.151 4 %

Three Months Ended

March 31,

2026 2025 Change

Average Monthly Revenue

Per U.S. Integrated Care Member (5) $ 1.30 $ 1.27 2 %

BetterHelp

Average for

Three Months Ended

March 31,

(In millions) 2026 2025 Change

BetterHelp Paying Users (6) 0.361 0.397 (9) %

See notes (2), (4), (5), and (6) in the Notes section that follows.

Operating Results by Segment (see note (7) in the Notes section that follows)

The following table presents operating results by reportable segment for the periods indicated:

Three Months Ended

March 31,

(In thousands, unaudited) 2026 2025 Change

Integrated Care

Revenue $ 395,445 $ 389,468 2 %

Adjusted EBITDA $ 56,277 $ 50,379 12 %

Adjusted EBITDA Margin % 14.2 % 12.9 %

BetterHelp

Consumer and Other $ 205,463 $ 239,901 (14) %

Insurance Covered Services 12,937 — n/a

Total Revenue $ 218,400 $ 239,901 (9) %

Adjusted EBITDA $ 1,892 $ 7,714 (75) %

Adjusted EBITDA Margin % 0.9 % 3.2 %

n/a - not applicable

TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, unaudited)

Three Months Ended

March 31,

2026 2025

Cash flows from operating activities:

Net loss $ (63,837) $ (93,012)

Adjustments to reconcile net loss to net cash flows from operating activities:

Goodwill impairment — 59,138

Amortization of intangible assets 89,826 84,304

Stock-based compensation 14,611 25,163

Depreciation of property and equipment 2,461 3,564

Amortization of right-of-use assets 1,898 2,305

Provision for allowances for doubtful accounts (79) 59

Deferred income taxes (1,060) (26,865)

Other, net 1,329 1,753

Changes in operating assets and liabilities:

Accounts receivable (20,996) (15,270)

Prepaid expenses and other current assets (29,446) (23,786)

Inventory 6,315 1,515

Other assets 336 412

Accounts payable (2,108) 17,356

Accrued expenses and other current liabilities 39,114 12,568

Accrued compensation (31,529) (21,463)

Deferred revenue 5,060 (5,542)

Operating lease liabilities (2,297) (2,482)

Other liabilities (82) (3,798)

Net cash provided by operating activities 9,516 15,919

Cash flows from investing activities:

Capital expenditures (1,660) (2,726)

Capitalized software development costs (34,162) (28,859)

Acquisitions accounted for as business combinations, net of cash acquired — (64,608)

Payments for investments (700) (27,075)

Net cash used in investing activities (36,522) (123,268)

Cash flows from financing activities:

Proceeds from the exercise of stock options — 80

Proceeds from employee stock purchase plan 399 689

Other, net (2,848) —

Net cash (used in) provided by financing activities (2,449) 769

Net decrease in cash and cash equivalents (29,455) (106,580)

Effect of foreign currency exchange rate changes (891) 1,585

Cash and cash equivalents at beginning of the period 781,084 1,298,327

Cash and cash equivalents at end of the period $ 750,738 $ 1,193,332

TELADOC HEALTH, INC.

CONDENSED CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share data, unaudited)

March 31,

2026 December 31,

2025

ASSETS

Current assets:

Cash and cash equivalents $ 750,738 $ 781,084

Accounts receivable, net of allowance for doubtful accounts of $3,016 and $4,033 at March 31, 2026 and December 31, 2025, respectively

213,627 192,826

Inventories 31,557 38,203

Prepaid expenses and other current assets 136,417 107,016

Total current assets 1,132,339 1,119,129

Property and equipment, net 26,278 26,972

Goodwill 283,190 283,190

Intangible assets, net 1,235,185 1,297,087

Operating lease—right-of-use assets 24,233 26,119

Other assets 106,036 105,803

Total assets $ 2,807,261 $ 2,858,300

LIABILITIES AND STOCKHOLDERS’ EQUITY

Current liabilities:

Accounts payable $ 45,196 $ 47,967

Accrued expenses and other current liabilities 233,292 198,208

Accrued compensation 60,668 96,258

Deferred revenue, current 65,714 62,305

Total current liabilities 404,870 404,738

Operating lease liabilities, net of current portion 31,738 34,204

Deferred revenue, net of current portion 10,365 9,139

Deferred taxes, net 27,610 28,945

Convertible senior notes, net 995,811 994,925

Other liabilities 551 643

Total liabilities 1,470,945 1,472,594

Commitments and contingencies

Stockholders’ equity:

Common stock, $0.001 par value; 300,000,000 shares authorized; 180,431,102 shares and 178,315,400 shares issued and outstanding as of March 31, 2026 and December 31, 2025 respectively

180 178

Additional paid-in capital 17,865,617 17,850,478

Accumulated deficit (16,494,059) (16,430,222)

Accumulated other comprehensive loss (35,422) (34,728)

Total stockholders’ equity 1,336,316 1,385,706

Total liabilities and stockholders’ equity $ 2,807,261 $ 2,858,300

Non-GAAP Financial Measures:

To supplement our financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”), we use certain non-GAAP financial measures to clarify and enhance an understanding of past performance, which include adjusted EBITDA and free cash flow. We believe that the presentation of these financial measures enhances an investor’s understanding of our financial performance, and are commonly used by investors to evaluate our performance and that of our competitors. We further believe that these financial measures are useful to assess our operating performance and financial and business trends from period-to-period by excluding certain items that we believe are not representative of our core business, and that free cash flow reflects an additional way of viewing our liquidity that, when viewed together with GAAP results, provides management, investors, and other users of our financial information with a more complete understanding of factors and trends affecting our cash flows. We use these non-GAAP financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize adjusted EBITDA as a key measure of our performance.

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.

Free cash flow is net cash provided by operating activities less capital expenditures and capitalized software development costs.

Our use of these non-GAAP terms may vary from that of others in our industry, and other companies may calculate such measures differently than we do, limiting their usefulness as comparative measures.

Non-GAAP measures have important limitations as analytical tools and you should not consider them in isolation, and they should not be considered as an alternative to net loss before provision for income taxes, net loss, net loss per share, net cash from operating activities or any other measures derived in accordance with GAAP. Some of these limitations are:

•adjusted EBITDA eliminates the impact of the provision for income taxes on our results of operations, and does not reflect other expense (income), net, interest income, or interest expense;

•adjusted EBITDA does not reflect restructuring costs. Restructuring costs may include certain lease impairment costs, certain losses related to early lease terminations, and severance;

•adjusted EBITDA does not reflect significant acquisition, integration, and transformation costs. Acquisition, integration, and transformation costs include investment banking, financing, legal, accounting, consultancy, integration, fair value changes related to contingent consideration, and certain other transaction costs related to mergers and acquisitions. It also includes costs related to certain business transformation initiatives focused on integrating and optimizing various operations and systems, including upgrading our enterprise resource planning system. 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.

In addition, although amortization of intangible assets and depreciation of property and equipment are non-cash charges, the assets being amortized and depreciated will often have to be replaced in the future, and adjusted EBITDA does not reflect any expenditures for such replacements.

We compensate for these limitations by using these non-GAAP measures along with other comparative tools, together with GAAP measurements, to assist in the evaluation of operating performance. Such GAAP measurements include net loss, net loss per share, net cash provided by operating activities, and other performance measures.

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.

The following is a reconciliation of net loss, the most directly comparable GAAP financial measure, to adjusted EBITDA:

Reconciliation of GAAP Net Loss to Adjusted EBITDA

(In thousands, unaudited)

Outlook in millions (8)

Three Months Ended

March 31, Second Quarter Full Year

2026 2025 2026 2026

Net loss $ (63,837) $ (93,012) $(54) - (36) $(190) - (136)

Add:

Provision for income taxes 2,995 (18,255)

Other expense (income), net 196 (2,435)

Interest expense 5,368 5,765

Interest income (6,490) (12,674)

Depreciation of property and equipment 2,461 3,564

Amortization of intangible assets 89,826 84,304

Restructuring costs 11,975 4,347

Acquisition, integration, and transformation costs 1,064 2,188

Goodwill impairment — 59,138

Stock-based compensation 14,611 25,163

Total Adjustments 122,006 151,105 91 - 121 403 - 496

Consolidated Adjusted EBITDA $ 58,169 $ 58,093 $55 - 67 $267 - 306

Segment Adjusted EBITDA

Integrated Care $ 56,277 $ 50,379

BetterHelp 1,892 7,714

Consolidated Adjusted EBITDA $ 58,169 $ 58,093

See note (8) in the Notes section that follows.

The following is a reconciliation of net cash provided by operating activities, the most directly comparable GAAP financial measure, to free cash flow:

Reconciliation of GAAP Net Cash Provided by Operating Activities to Free Cash Flow

(In thousands, unaudited)

Three Months Ended Outlook (9)

March 31, Full Year

2026 2025 2026 (in millions)

Net cash provided by operating activities $ 9,516 $ 15,919 $260 - 290

Capital expenditures (1,660) (2,726)

Capitalized software development costs (34,162) (28,859)

Capex (35,822) (31,585) (130) - (120)

Free Cash Flow $ (26,306) $ (15,666) $130 - 170

See note (9) in the Notes section that follows.

Notes:

1.A reconciliation of each non-GAAP measure to the most comparable measure under GAAP has been provided in this press release in the accompanying tables. An explanation of these non-GAAP measures is also included under the heading “Non-GAAP Financial Measures.”

2.U.S. Integrated Care Members represent the number of unique individuals who have paid access and visit fee only access to our suite of integrated care services in the U.S. at the end of the applicable period.

3.Excluding the amount capitalized related to software development projects.

4.Chronic Care Program Enrollment represents the total number of enrollees across our suite of chronic care programs at the end of the applicable period.

5.Average monthly revenue per U.S. Integrated Care member is calculated by dividing the total revenue generated from the Integrated Care segment by the average number of U.S. Integrated Care Members (see note 2) during the applicable period.

6.BetterHelp Paying Users represent the average number of global monthly paying users of our BetterHelp therapy and psychiatry services during the applicable period, including both those who pay directly out-of-pocket and those who utilize their insurance coverage.

7.We have two segments: Integrated Care and BetterHelp. The Integrated Care segment includes a suite of global virtual medical services including general medical, expert medical services, specialty medical, chronic condition management, mental health, and enabling technologies and enterprise telehealth solutions for hospitals and health systems. The BetterHelp segment includes virtual therapy and other wellness services provided on a global basis which are predominantly marketed and sold on a direct-to-consumer basis. Within the BetterHelp segment, Consumer and Other primarily includes revenue from BetterHelp Paying Users that pay for services directly out-of-pocket while Insurance Covered Services reflects revenue from BetterHelp Paying Users that utilize insurance coverage to pay for services, which includes any copayments.

8.We have not provided a full line-item reconciliation for net loss to adjusted EBITDA outlook because we do not provide outlook on the individual reconciling items between net loss and adjusted EBITDA. This is due to the uncertainty as to timing, and the potential variability, of the individual reconciling items such as impairments, stock-based compensation and the related tax impact, provision for income taxes, acquisition, integration, and transformation costs, and restructuring costs, the effect of which may be significant. Accordingly, a full line-item reconciliation of the GAAP measure to the corresponding non-GAAP financial measure outlook is not available without unreasonable effort.

9.We have not provided a line-item reconciliation for free cash flow to net cash from operating activities for this future period because we believe such a reconciliation would imply a degree of precision and certainty that could be confusing to investors and we are unable to reasonably predict certain items contained in the GAAP measure without unreasonable effort.

Investors:

Michael Minchak

617-444-9612

ir@teladochealth.com

Media:

Lou Serio

202-569-9715

pr@teladochealth.com

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v3.26.1

Cover

Apr. 29, 2026

Cover [Abstract]

Document Type

8-K

Document Period End Date

Apr. 29, 2026

Entity Registrant Name

Teladoc Health, Inc.

Entity Incorporation, State or Country Code

Entity File Number

001-37477

Entity Tax Identification Number

04-3705970

Entity Address, Address Line One

155 E 44th Street

Entity Address, Address Line Two

Suite 1700

Entity Address, City or Town

New York

Entity Address, State or Province

Entity Address, Postal Zip Code

10017

City Area Code

203

Local Phone Number

635-2002

Written Communications

false

Soliciting Material

false

Pre-commencement Tender Offer

false

Pre-commencement Issuer Tender Offer

false

Title of 12(b) Security

Common stock, par value $0.001 per share

Trading Symbol

TDOC

Security Exchange Name

NYSE

Entity Emerging Growth Company

false

Amendment Flag

false

Entity Central Index Key

0001477449

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Cover page.

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For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.

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