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The company is offering 13.5 million shares. Its shareholders are offering 36.5 million, and the entire overallotment option is theirs too. This is an exit before it is a capital raise.
Oura filed an amended registration statement and a free writing prospectus on Monday, setting an initial public offering price range of $40.00 to $44.00 per share and applying to list on the Nasdaq Global Select Market under the symbol OURA.
The structure is the story.
The split
The company is offering 13,500,000 shares. The selling stockholders are offering 36,500,000 shares, for a base deal of 50,000,000 shares. The underwriters hold an option to purchase up to an additional 7,500,000 shares, and that option runs entirely against the selling stockholders. Oura receives no proceeds from it.
On the base deal, 73% of the shares come from existing holders. Including the overallotment, the figure rises further.
Why the weighting matters
A primary-weighted offering funds a business. A secondary-weighted offering converts private paper into cash for the people who already own it. Both are legitimate, and both happen at every initial public offering, but the ratio is a signal about who is driving the transaction and why now.
Venture and growth equity portfolios have spent two years short of realized distributions, which is the binding constraint on the entire private markets fundraising cycle. A deal in which existing holders sell nearly three times what the company raises is a live, priced test of how much of that pressure the public market will absorb, and in a category, consumer health hardware, with few recent comparables.
The demand side
Two cornerstone indications appear in the filing, both explicitly non-binding. Eli Lilly has indicated an interest in purchasing up to $100.0 million of shares. Funds affiliated with Dragoneer Investment Group have indicated an interest in up to $300.0 million. A directed share program covers up to 7.5% of shares.
The Eli Lilly indication is the more interesting of the two. A large pharmaceutical company taking a position in a consumer health monitoring business is a strategic signal in a deal where strategics are also plausible acquirers.
The company
Oura completed a series of reorganization transactions on redomiciling from Finland to the United States, with the original Finnish operating company, founded in 2013, becoming a wholly owned subsidiary of a Delaware parent formed in January 2026.
The company reported 5.0 million paid members as of , and now expects to end its fiscal year, which closes , with approximately 5.7 million paid members, representing 96% year-over-year growth.
Goldman Sachs, Morgan Stanley, J.P. Morgan, Allen & Company and Jefferies are joint lead book-runners, with Goldman Sachs as representative. Ernst & Young is auditor, Latham & Watkins is issuer counsel and Simpson Thacher & Bartlett is underwriters' counsel.
What the range does not tell you
The filing states no implied valuation. The price table on the cover remains blank, and a market capitalization figure would require a post-offering share count that the filed cover page does not carry.
The identity of the selling stockholders is likewise not established from the portions of the filing published so far. It is reasonable to infer from a 73% secondary weighting that institutional venture and growth investors are the sellers, but that is an inference, and no firm should be named as an Oura holder on the strength of it.
What to watch
Pricing, and specifically whether the deal prints at, above or below the $40.00 to $44.00 range. A deal with this secondary weighting pricing at the top of its range would be the strongest signal available in months that the venture exit window has genuinely reopened for the fourth quarter. Pricing below it would say the opposite, loudly.