Oura's IPO Nets the Company $532M, and Almost All of It Goes to RSU Taxes

The New Shares Almost Match the Shares Held Back for Tax

Oura's amended S-1, filed with the SEC on September 21, put numbers on the offering for the first time. The company and its existing holders are selling 50 million shares at $40 to $44 each. Existing holders account for 36.5 million of those shares, and Oura itself is issuing 13.5 million. The company receives nothing from the holders' portion. Reuters reports that Goldman Sachs, Morgan Stanley and J.P. Morgan lead the deal and that the stock will trade on Nasdaq as OURA.

The filing's use-of-proceeds section says where the company's share goes. At the $42 midpoint, Oura expects net proceeds of about $532.6 million. About $526.4 million of that will cover tax withholding and remittance tied to the net settlement of RSUs, and the rest is for general corporate purposes. TechCrunch worked out that this leaves roughly $6.2 million.

The same bill shows up in share counts. Of the RSUs that vest with the offering, Oura will withhold 12,150,103 shares to cover taxes and deliver a net 13,338,451 shares to employees, assuming a blended withholding rate of 47.7%. The 13.5 million new shares sold to the public are close to the number held back from employees. In effect, instead of each employee finding cash for the tax, the company withholds shares, sells new stock to IPO buyers and pays the tax with that money.

Four Years of Vesting, Settled on Effectiveness Day

The tax lands on one day because of how the grants were written. According to the filing, most RSUs granted before the IPO vest only when both a service condition and a performance condition are met. The service condition is generally satisfied over four years. Every RSU also carries a performance condition that is met on the date the registration statement becomes effective. Any grant that has already cleared its service period therefore vests all at once on that date, and Oura will withhold shares and remit income tax at statutory rates based on the IPO price.

Oura lists this as a risk factor, warning that how it funds the tax could hurt its financial condition and further dilute shareholders. The amount moves with the price. Each $1 increase in the offer price adds about $12.7 million to net proceeds and about $12.5 million to the withholding bill. A price at the top of the range leaves the company with almost exactly what it would keep at the midpoint.

The filing also shows a company that is not pressed for new capital. Revenue for the nine months to June 30 was $1.2145 billion, up 74% year over year, and net income for the period was $60.8 million. Oura writes that becoming earnings positive has made it less dependent on outside equity to fund growth. Rings still generate 80% of revenue. Membership, the other 20%, brought in $240.5 million over the nine months, up 121%, at an 89% gross margin, with U.S. plans priced at $5.99 a month or $69.99 a year.

The Series B Lead Leaves in Two Steps

Most of the 36.5 million shares on offer from existing holders come from one seller. Forerunner Ventures, which led Oura's Series B in fiscal 2020, is selling its entire 9.3% stake of 28,679,908 shares. TechCrunch calculates that this is nearly 80% of the secondary block and worth about $1.2 billion at $42. By contrast, FMR affiliates, which hold 10.9% and bought Oura's Series E in September 2025, are selling nothing, and neither is Bedford Ridge with 9.2%.

This is not Forerunner's first sale. In February 2026, Oura repurchased 1,617,721 shares of Series B preferred from Forerunner entities for $65.0 million. Over the same nine-month period the company drew $375.0 million on its revolving credit facility and says it used the borrowings primarily to repurchase common and preferred stock. Cash stood at $371.8 million at the end of June against $380.1 million of total debt, and a $25.0 million repayment on August 13 brought the revolver balance to $350.0 million.

New money is named in the filing too. Eli Lilly has indicated interest in buying up to $100 million of stock in the offering, and funds affiliated with Dragoneer up to $300 million. Lilly also signed a $50.0 million SAFE with Oura in July, which converts into 1,190,476 common shares just before the listing at the $42 midpoint. The Series B lead is stepping out, and a drug company that came in this year through a SAFE is stepping in alongside funds that want shares in the IPO.

Korea's Venture RSUs Are Taxed at the Same Moment

South Korea's Venture Business Act has its own version of the instrument, performance-conditioned stock, which the ministry describes as restricted stock, and the tax point sits in the same place. According to the Ministry of SMEs and Startups guidance, an employee receives income equal to the market value of the shares when the service or performance conditions are met, and that income is treated as earned income. The difference is where the shares come from. Under the Korean scheme the company hands over treasury shares for free, so existing holders are not diluted the way they are when new shares are issued for stock options, but the company spends cash buying back those shares before it can deliver them.

The lesson from Oura is less about the amount than about the trigger. Oura tied every RSU to the IPO, so several years of vesting became a single tax event, which it plans to pay mainly from offering proceeds. Any company whose grants vest on an IPO or a sale will face the same kind of day.

The final price will be set after the roadshow. The filing notes that the number of shares withheld may change with the actual offer price and the actual withholding rates, so the 12.15 million figure will be recalculated on pricing day.