TELADOC HEALTH, INC., 10-Q filed on 7/30/2025
Quarterly Report
v3.25.2
COVER PAGE - shares
 6 Months Ended
Jun. 30, 2025
Jul. 23, 2025
Cover [Abstract]    
Document Type 10-Q  
Document Quarterly Report true  
Document Period End Date Jun. 30, 2025  
Document Transition Report false  
Entity File Number 001-37477  
Entity Registrant Name TELADOC HEALTH, INC.  
Entity Incorporation, State or Country Code DE  
Entity Tax Identification Number 04-3705970  
Entity Address, Address Line One 155 E 44th Street  
Entity Address, Address Line Two Floor 17  
Entity Address, City or Town New York  
Entity Address, State or Province NY  
Entity Address, Postal Zip Code 10017  
City Area Code 203  
Local Phone Number 635-2002  
Title of 12(b) Security Common Stock, par value $0.001 per share  
Trading Symbol TDOC  
Security Exchange Name NYSE  
Entity Current Reporting Status Yes  
Entity Interactive Data Current Yes  
Entity Filer Category Large Accelerated Filer  
Entity Small Business false  
Entity Emerging Growth Company false  
Entity Shell Company false  
Entity Common Stock, Shares Outstanding   176,690,662
Entity Central Index Key 0001477449  
Document Fiscal Year Focus 2025  
Current Fiscal Year End Date --12-31  
Document Fiscal Period Focus Q2  
Amendment Flag false  
v3.25.2
CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Current assets:    
Cash and cash equivalents $ 679,621 $ 1,298,327
Accounts receivable, net of allowance for doubtful accounts of $4,914 and $5,134 at June 30, 2025 and December 31, 2024, respectively 225,431 214,146
Inventories 38,159 38,138
Prepaid expenses and other current assets 130,059 113,296
Total current assets 1,073,270 1,663,907
Property and equipment, net 27,667 29,487
Goodwill 283,190 283,190
Intangible assets, net 1,383,306 1,431,360
Operating lease—right-of-use assets 25,501 27,092
Other assets 101,070 81,488
Total assets 2,894,004 3,516,524
Current liabilities:    
Accounts payable 54,434 33,130
Accrued expenses and other current liabilities 202,304 202,157
Accrued compensation 70,332 76,229
Deferred revenue—current 74,697 79,296
Convertible senior notes, net—current 0 550,723
Total current liabilities 401,767 941,535
Other liabilities 4,245 720
Operating lease liabilities, net of current portion 32,047 32,135
Deferred revenue, net of current portion 10,694 9,786
Deferred taxes, net 29,947 49,851
Convertible senior notes, net—non-current 993,165 991,418
Total liabilities 1,471,865 2,025,445
Commitments and contingencies (Note 15)
Stockholders’ equity:    
Common stock, $0.001 par value; 300,000,000 shares authorized; 176,608,056 shares and 173,405,016 shares issued and outstanding as of June 30, 2025 and December 31, 2024, respectively 177 173
Additional paid-in capital 17,812,932 17,759,194
Accumulated deficit (16,355,572) (16,229,900)
Accumulated other comprehensive loss (35,398) (38,388)
Total stockholders’ equity 1,422,139 1,491,079
Total liabilities and stockholders’ equity $ 2,894,004 $ 3,516,524
v3.25.2
CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Statement of Financial Position [Abstract]    
Allowance for accounts receivable $ 4,914 $ 5,134
Common stock par value (in dollars per share) $ 0.001 $ 0.001
Common stock, authorized (in shares) 300,000,000 300,000,000
Common stock, issued (in shares) 176,608,056 173,405,016
Common stock, outstanding (in shares) 176,608,056 173,405,016
v3.25.2
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Income Statement [Abstract]        
Revenue $ 631,900 $ 642,444 $ 1,261,269 $ 1,288,575
Costs and expenses:        
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below) 190,537 188,059 387,366 382,597
Advertising and marketing 167,547 170,270 335,732 353,599
Sales 49,951 50,438 98,644 104,802
Technology and development 68,784 76,751 138,742 158,139
General and administrative 108,114 109,552 220,888 221,249
Goodwill impairment 0 790,000 59,138 790,000
Acquisition, integration, and transformation costs 2,658 457 4,846 830
Restructuring costs 5,692 1,500 10,039 11,173
Amortization of intangible assets 88,664 94,862 172,968 189,919
Depreciation of property and equipment 4,338 1,703 7,902 4,537
Total costs and expenses 686,285 1,483,592 1,436,265 2,216,845
Loss from operations (54,385) (841,148) (174,996) (928,270)
Interest income (10,064) (13,572) (22,738) (27,514)
Interest expense 4,473 5,648 10,238 11,297
Other expense (income), net (8,371) 563 (10,806) 933
Loss before provision for income taxes (40,423) (833,787) (151,690) (912,986)
Provision for income taxes (7,763) 3,884 (26,018) 6,574
Net loss (32,660) (837,671) (125,672) (919,560)
Other comprehensive loss, net of tax:        
Currency translation adjustment 1,847 (337) 2,990 (1,976)
Comprehensive loss $ (30,813) $ (838,008) $ (122,682) $ (921,536)
Net loss per share, basic (in dollars per share) $ (0.19) $ (4.92) $ (0.72) $ (5.44)
Net loss per share, diluted (in dollars per share) $ (0.19) $ (4.92) $ (0.72) $ (5.44)
Weighted-average shares used to compute basic net loss per share (in shares) 175,917,380 170,229,583 175,040,625 168,980,165
Weighted-average shares used to compute diluted net loss per share (in shares) 175,917,380 170,229,583 175,040,625 168,980,165
v3.25.2
CONDENSED CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY - USD ($)
$ in Thousands
Total
Common Stock
Additional Paid-In Capital
Accumulated Deficit
Accumulated Other Comprehensive Gain (Loss)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Balance as of beginning of the period (in shares)   166,658,253      
Balance as of beginning of the period at Dec. 31, 2023 $ 2,326,073 $ 167 $ 17,591,551 $ (15,228,655) $ (36,990)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Exercise of stock options, net (in shares)   247,013      
Exercise of stock options 2,677   2,677    
Issuance of common stock upon vesting of restricted stock units (in shares)   3,915,549      
Issuance of common stock upon vesting of restricted stock units 0 $ 4 (4)    
Issuance of stock under employee stock purchase plan (in shares)   304,068      
Issuance of stock under employee stock purchase plan 3,153   3,153    
Stock-based compensation 91,719   91,719    
Other comprehensive income (loss), net of tax (1,976)       (1,976)
Net loss (919,560)     (919,560)  
Balance as of end of the period (in shares) at Jun. 30, 2024   171,124,883      
Balance as of end of the period at Jun. 30, 2024 1,502,086 $ 171 17,689,096 (16,148,215) (38,966)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Balance as of beginning of the period (in shares)   169,314,029      
Balance as of beginning of the period at Mar. 31, 2024 2,288,898 $ 169 17,637,902 (15,310,544) (38,629)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Exercise of stock options, net (in shares)   222,941      
Exercise of stock options 2,546   2,546    
Issuance of common stock upon vesting of restricted stock units (in shares)   1,283,845      
Issuance of common stock upon vesting of restricted stock units 0 $ 2 (2)    
Issuance of stock under employee stock purchase plan (in shares)   304,068      
Issuance of stock under employee stock purchase plan 3,153   3,153    
Stock-based compensation 45,497   45,497    
Other comprehensive income (loss), net of tax (337)       (337)
Net loss (837,671)     (837,671)  
Balance as of end of the period (in shares) at Jun. 30, 2024   171,124,883      
Balance as of end of the period at Jun. 30, 2024 $ 1,502,086 $ 171 17,689,096 (16,148,215) (38,966)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Balance as of beginning of the period (in shares)   171,124,883      
Balance as of beginning of the period (in shares) 173,405,016 173,405,016      
Balance as of beginning of the period at Dec. 31, 2024 $ 1,491,079 $ 173 17,759,194 (16,229,900) (38,388)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Exercise of stock options, net (in shares)   10,759      
Exercise of stock options 81   81    
Issuance of common stock upon vesting of restricted stock units (in shares)   2,914,350      
Issuance of common stock upon vesting of restricted stock units 0 $ 3 (3)    
Issuance of stock under employee stock purchase plan (in shares)   277,931      
Issuance of stock under employee stock purchase plan 1,673 $ 1 1,672    
Stock-based compensation 51,988   51,988    
Other comprehensive income (loss), net of tax 2,990       2,990
Net loss $ (125,672)     (125,672)  
Balance as of end of the period (in shares) at Jun. 30, 2025 176,608,056 176,608,056      
Balance as of end of the period at Jun. 30, 2025 $ 1,422,139 $ 177 17,812,932 (16,355,572) (35,398)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Balance as of beginning of the period (in shares)   175,340,325      
Balance as of beginning of the period at Mar. 31, 2025 1,427,030 $ 175 17,787,012 (16,322,912) (37,245)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Exercise of stock options, net (in shares)   152      
Exercise of stock options 1   1    
Issuance of common stock upon vesting of restricted stock units (in shares)   989,648      
Issuance of common stock upon vesting of restricted stock units 0 $ 1 (1)    
Issuance of stock under employee stock purchase plan (in shares)   277,931      
Issuance of stock under employee stock purchase plan 1,673 $ 1 1,672    
Stock-based compensation 24,248   24,248    
Other comprehensive income (loss), net of tax 1,847       1,847
Net loss $ (32,660)     (32,660)  
Balance as of end of the period (in shares) at Jun. 30, 2025 176,608,056 176,608,056      
Balance as of end of the period at Jun. 30, 2025 $ 1,422,139 $ 177 $ 17,812,932 $ (16,355,572) $ (35,398)
Increase (Decrease) in Stockholders' Equity [Roll Forward]          
Balance as of beginning of the period (in shares) 176,608,056 176,608,056      
v3.25.2
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Cash flows from operating activities:    
Net loss $ (125,672) $ (919,560)
Adjustments to reconcile net loss to net cash flows from operating activities:    
Goodwill impairment 59,138 790,000
Amortization of intangible assets 172,968 189,919
Depreciation of property and equipment 7,902 4,537
Amortization of right-of-use assets 4,190 4,902
Provision for allowances for doubtful accounts 377 810
Stock-based compensation 47,507 84,432
Deferred income taxes (34,072) 1,368
Other, net 2,049 2,695
Changes in operating assets and liabilities:    
Accounts receivable (8,497) (2,971)
Prepaid expenses and other current assets (16,434) (13,017)
Inventory 861 (6,032)
Other assets 7,616 676
Accounts payable 19,278 12,614
Accrued expenses and other current liabilities (5,149) 154
Accrued compensation (9,545) (45,802)
Deferred revenue (6,084) (1,638)
Operating lease liabilities (5,170) (5,424)
Other liabilities (3,912) (60)
Net cash provided by operating activities 107,351 97,603
Cash flows from investing activities:    
Capital expenditures (3,994) (3,061)
Capitalized software development costs (57,824) (60,199)
Proceeds from the sale of investment 740 0
Acquisition accounted for as a business combination, net of cash acquired (65,302) 0
Asset acquisition resulting in net intangible assets (29,569) 0
Payments for investments (27,075) 0
Other, net 60 0
Net cash used in investing activities (182,964) (63,260)
Cash flows from financing activities:    
Proceeds from the exercise of stock options 81 2,677
Proceeds from employee stock purchase plan 1,384 2,798
Repayment of convertible senior notes (550,629) 0
Other, net 0 81
Net cash (used in) provided by financing activities (549,164) 5,556
Net (decrease) increase in cash and cash equivalents (624,777) 39,899
Effect of foreign currency exchange rate changes 6,071 (1,191)
Cash and cash equivalents at beginning of the period 1,298,327 1,123,675
Cash and cash equivalents at end of the period 679,621 1,162,383
Cash paid for income taxes, net 5,661 4,613
Interest paid 8,661 8,662
Supplemental disclosure of non-cash investing activities    
Accruals related to Property and equipment, net and Intangible assets, net $ 5,681 $ 3,099
v3.25.2
Organization and Description of Business
 6 Months Ended
Jun. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]  
Organization and Description of Business Organization and Description of Business
Teladoc Health, Inc., together with its subsidiaries, is referred to herein as “Teladoc Health,” or the “Company,” and is the global leader in virtual care, focused on forging a new healthcare experience with better convenience, outcomes, and value around the world. The Company’s mission is to empower all people everywhere to live their healthiest lives by transforming the healthcare experience.

The Company was incorporated in the State of Texas in June 2002 and changed its state of incorporation to the State of Delaware in October 2008. Effective August 10, 2018, Teladoc, Inc. changed its corporate name to Teladoc Health, Inc. In June 2025, the Company relocated its principal executive office from Purchase, New York to New York, New York.
v3.25.2
Basis of Presentation and Principles of Consolidation
 6 Months Ended
Jun. 30, 2025
Accounting Policies [Abstract]  
Basis of Presentation and Principles of Consolidation Basis of Presentation and Principles of Consolidation
The accompanying unaudited condensed consolidated financial statements for the six months ended June 30, 2025 and 2024, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the Condensed Consolidated Results of Operations, financial position and cash flows of Teladoc Health for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies.

These consolidated financial statements include the results of Teladoc Health, as well as three professional associations and 10 professional corporations that comprise the “THMG Association” and five professional corporations that comprise the "Uplift Association."

Teladoc Health Medical Group, P.A. (“THMG”) is party to a services agreement by and among it and the other professional associations and professional corporations in the THMG Association pursuant to which each professional association and professional corporation provides services to THMG. Each professional association and professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine.

Uplift Behavioral Health, P.C. (“Uplift PC”) is party to a services agreement by and among it and the other professional corporations in the Uplift Association pursuant to which each professional corporation provides services to Uplift PC. Each professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine.

The Company holds a variable interest in the THMG Association and the Uplift Association, which each contract with physicians and other health professionals in order to provide services to Teladoc Health. The THMG Association and the Uplift Association are each considered a variable interest entity (“VIE”) since each does not have sufficient equity to finance their respective activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control the activities that most significantly impact the THMG Association and the Uplift Association economic performance and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association and the Uplift Association.

Total revenue and net loss for the VIEs were $81.3 million and $0.4 million and $64.1 million and $0.0 million for the three months ended June 30, 2025 and 2024, respectively. Total revenue and net loss for the VIEs were $161.5
million and $0.4 million and $134.1 million and $0.0 million for the six months ended June 30, 2025 and 2024, respectively. The VIE’s total assets, all of which were current, were $42.0 million and $29.4 million at June 30, 2025 and December 31, 2024, respectively. The VIE’s total liabilities, all of which were current, were $91.0 million and $78.0 million at June 30, 2025 and December 31, 2024, respectively. The VIE’s total stockholders’ deficit was $49.0 million and $48.6 million at June 30, 2025 and December 31, 2024, respectively.

All intercompany transactions and balances have been eliminated.

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business and economic factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates.

Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the Condensed Consolidated Statements of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Unaudited Condensed Consolidated Financial Statements.

Significant estimates and assumptions by management affect areas including the value and useful life of long-lived assets (including intangible assets), the capitalization and amortization of software development costs, allowances for sales, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees), the accounting for income taxes, contingencies (including earnouts), litigation and related legal accruals, the accounting for stock-based compensation awards, the probability assessment of satisfying vesting conditions for certain investments, and other items as described in Note 2. “Basis of Presentation and Principles of Consolidation" in the Summary of Significant Accounting Policies in the 2024 Form 10-K and as may be updated in this Quarterly Report in Note 2. “Basis of Presentation and Principles of Consolidation."

Fair Value Measurements

The carrying value of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature.

A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—Include other inputs that are directly or indirectly observable in the marketplace.

Level 3—Unobservable inputs that are supported by little or no market activity.

The Company measures its cash equivalents at fair value on a recurring basis. The Company classifies its cash equivalents within Level 1 because they are valued using observable inputs that reflect quoted prices for identical assets in active markets and quoted prices directly in active markets.

Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Issued Accounting Standards

In December 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-09, “Income Taxes (Topic 740): Improvement to Income Tax Disclosures" to enhance the transparency and decision usefulness of income tax disclosures through expansion of disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its financial disclosures.

In November 2024, the FASB issued ASU No. 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 disclose other specific expenses, gains, or losses that are already required to be disclosed under GAAP in this same disclosure, a qualitative description of the amounts remaining that are not separately disaggregated quantitatively, and the total amount of selling expenses, as well as the PBE’s definition of selling expenses. In January 2025, the FASB Issued ASU No. 2025-01, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)," which clarified that ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. Implementation of ASU 2024-03 may be applied prospectively or retrospectively. The application of this new guidance is not expected to have a material impact on the Company’s financial statements, as the guidance pertains only to disclosures.

In May 2025, the FASB issued ASU No. 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity," which clarifies current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. ASU 2025-03 is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this new guidance on its financial statements.

In May 2025, the FASB issued ASU No. 2025-04, "Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer." This new standard clarifies the accounting for share-based consideration payable to a customer under ASC 718 and ASC 606. Key changes include expanding the “performance condition” definition, requiring an estimate of forfeitures, and clarifying the measurement guidance. ASU 2025-04 is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting this new guidance on its financial statements.
v3.25.2
Revenue, Deferred Revenue, and Deferred Device and Contract Costs
 6 Months Ended
Jun. 30, 2025
Revenue from Contract with Customer [Abstract]  
Revenue, Deferred Revenue, and Deferred Device and Contract Costs 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, Uplift Association professional provider network, and the Company's therapy and other wellness platforms, hosted virtual healthcare platform, and chronic care management platforms. Visit fee revenue is generated for general medical, expert medical service, virtual therapy, and other specialty visits, and is reported as a component of other revenue. Revenue associated with virtual healthcare device equipment sales included with the Company’s hosted virtual healthcare platform is also reported in other revenue.
The following table presents the Company’s revenues disaggregated by revenue source and geography (in thousands):

Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
Revenue by Type
Access Fees$523,703 $559,648 $1,049,439 $1,116,822 
Other108,197 82,796 211,830 171,753 
Total Revenue$631,900 $642,444 $1,261,269 $1,288,575 
Revenue by Geography
U.S. Revenue$519,689 $540,802 $1,044,659 $1,088,402 
International Revenue112,211 101,642 216,610 200,173 
Total Revenue$631,900 $642,444 $1,261,269 $1,288,575 

Deferred Revenue

Deferred revenue represents billed, but unrecognized revenue, and is comprised of fees received in advance of the delivery or completion of the services and amounts received in instances when revenue recognition criteria have not been met. The Company records deferred revenue when cash payments are received in advance of the Company’s performance obligation to provide services. Deferred revenue is derived from 1) upfront payments for a device, which is amortized ratably over the expected member enrollment period; 2) upfront payments for certain services where payment is required for future periods before the service is delivered to the member, which is recognized when the services are provided; and 3) upfront payments from third-party financing companies with whom the Company works to provide certain Clients with a rental option, which is recognized over the rental period. Deferred revenue that will be recognized during the next twelve-month period is recorded as current deferred revenue and the remaining portion is recorded as non-current deferred revenue.

The following table summarizes deferred revenue activities for the periods presented (in thousands):

Six Months Ended
June 30,
20252024
Beginning balance$89,082 $109,282 
Balances assumed as part of business acquisitions890 — 
 Cash collected67,663 66,593 
 Revenue recognized (72,244)(68,698)
Ending balance$85,391 $107,177 

The Company expects to recognize $56.3 million of revenue throughout the remainder of 2025, $20.2 million of revenue in the year ending December 31, 2026, and the remaining balance thereafter related to future performance obligations that are unsatisfied or partially unsatisfied as of June 30, 2025.
Deferred Device and Contract Costs

Deferred device and contract costs are classified as a component of prepaid expenses and other current assets or other assets, depending on term, and consisted of the following (in thousands):

As of
June 30,December 31,
20252024
Deferred device and contract costs, current$34,063 $33,188 
Deferred device and contract costs, non-current16,092 17,057 
Total deferred device and contract costs$50,155 $50,245 

Deferred device and contract costs were as follows (in thousands):

Deferred Device and Contract Costs
Beginning balance as of December 31, 2024$50,245 
Additions22,882 
Cost of revenue recognized(22,972)
Ending balance as of June 30, 2025$50,155 
v3.25.2
Inventories
 6 Months Ended
Jun. 30, 2025
Inventory Disclosure [Abstract]  
Inventories Inventories
Inventories consisted of the following (in thousands):

As of
June 30,December 31,
20252024
Raw materials and purchased parts$11,704 $14,459 
Work in process640 600 
Finished goods25,815 23,079 
Total inventories$38,159 $38,138 
v3.25.2
Prepaid Expenses and Other Current Assets
 6 Months Ended
Jun. 30, 2025
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Prepaid Expenses and Other Current Assets Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):

As of
June 30,December 31,
20252024
Prepaid expenses$85,589 $67,471 
Deferred device and contract costs, current34,063 33,188 
Other receivables8,574 9,809 
Other current assets1,833 2,828 
Total prepaid expenses and other current assets$130,059 $113,296 
v3.25.2
Acquisitions
 6 Months Ended
Jun. 30, 2025
Business Combination, Asset Acquisition, Transaction between Entities under Common Control, and Joint Venture Formation [Abstract]  
Acquisitions Acquisitions
Asset Acquisition

On April 30, 2025, Teladoc Health acquired Uplift Health Technologies, Inc. (“Uplift”) by paying $29.6 million in cash. The Company may pay up to an additional $15.0 million during the year ending December 31, 2026 based on the
achievement of certain specified targets. This transaction was accounted for as an asset acquisition since the acquired intangible assets, disclosed in client and other relationships, represented substantially all of the gross assets acquired. All revenue and expense recognized following the acquisition date related to Uplift are included as a component of the Company's BetterHelp reporting segment.

Business Combination
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. Additionally, the Company has accrued $3.8 million for contingent consideration, which reflects the acquisition date fair value of potential future payments that are contingent upon the achievement of certain specified targets. The acquisition of Catapult Health was accounted for as a business combination, applying the concepts set forth under ASC Subtopic 805-10, “Business Combinations.” Catapult Health is included as a component of the Company’s Integrated Care reporting segment.

The purchase price allocations for the Catapult Health acquisition includes $12.7 million for identifiable intangible assets and $59.1 million for goodwill. The Company's estimate is that approximately 73.0% of the goodwill is tax deductible.

Concurrent with the closing of the acquisition of Catapult Health, in the three months ended March 31, 2025, the Company recorded a full impairment of the $59.1 million of acquired goodwill because the Integrated Care reporting unit’s fair value at the time of acquisition was less than its carrying value. See Note 7. "Goodwill" for further information.

Other Investments

Investments in equity securities may be accounted for using (i) the fair value option if elected, (ii) fair value through earnings if fair value is readily determinable or (iii) for equity investments without readily determinable fair values, the measurement alternative to measure at cost adjusted for any impairment and observable price changes, as applicable. The election to use the measurement alternative is made for each eligible investment.
In the three months ended March 31, 2025, Teladoc Health paid $27.0 million to acquire shares of common and preferred stock in a private company. In addition, the Company received warrants subject to certain vesting conditions that would allow for the purchase of additional preferred stock of the private company. This investment is included in "Other assets" in the Company's Condensed Consolidated Balance Sheet as of June 30, 2025.
v3.25.2
Goodwill
 6 Months Ended
Jun. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Goodwill Goodwill
Goodwill consisted of the following (in thousands):

Integrated
Care		BetterHelpTotal
Balance as of December 31, 2024$— $283,190 $283,190 
Addition associated with business combination59,138 — 59,138 
Impairment(59,138)— (59,138)
Balance as of June 30, 2025$— $283,190 $283,190 

Concurrent with the closing of its acquisition of Catapult Health, the Company performed a goodwill impairment test on its Integrated Care reporting unit and determined that the carrying value of the reporting unit continued to exceed its fair value. As a result, the Company recognized an immediate impairment of $59.1 million of goodwill associated with the Catapult Health acquisition in the three months ended March 31, 2025. As the carrying value of the Integrated Care reporting unit continues to exceed its fair value, any future business combinations that would be part of the Integrated Care reporting unit could result in further goodwill impairment charges.

Goodwill is net of accumulated impairment charges of $14.2 billion, of which $12.3 billion was recognized prior to the Company reorganizing its reporting structure to include two reportable segments, $1.1 billion was associated with goodwill assigned to the Integrated Care segment, and $0.8 billion was associated with goodwill assigned to the BetterHelp segment. If the Company experiences sustained significant decreases in its share price, this may result in the need to
perform impairment assessments of goodwill and long-lived assets including definite-lived intangibles that could result in future impairments.
v3.25.2
Intangible Assets, Net and Certain Cloud Computing Costs
 6 Months Ended
Jun. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Intangible Assets, Net and Certain Cloud Computing Costs Intangible Assets, Net and Certain Cloud Computing Costs
Intangible assets, net consisted of the following (dollars in thousands):

Useful
Life		Gross ValueAccumulated
Amortization		Net Carrying
Value		 Weighted
Average
Remaining
Useful Life
(Years)
June 30, 2025
Client and other relationships
2 to 20 years
$1,515,919 $(553,147)$962,772 10.9
Trademarks
2 to 15 years
330,324 (271,208)59,116 5.2
Software
3 to 5 years
644,057 (383,695)260,362 2.0
Acquired technology
4 to 7 years
341,860 (240,804)101,056 2.3
Intangible assets, net$2,832,160 $(1,448,854)$1,383,306 8.4
December 31, 2024
Client relationships
2 to 20 years
$1,453,811 $(490,426)$963,385 11.6
Trademarks
2 to 15 years
324,229 (263,671)60,558 5.8
Software
3 to 5 years
575,106 (293,588)281,518 2.1
Acquired technology
4 to 7 years
341,563 (215,664)125,899 2.8
Intangible assets, net$2,694,709 $(1,263,349)$1,431,360 8.7

The following table presents the Company's amortization of intangible assets expense by component (in thousands):

Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
Amortization of acquired intangibles$44,372 $64,102 $86,783 $128,283 
Amortization of capitalized software development costs44,292 30,760 86,185 61,636 
Amortization of intangible assets$88,664 $94,862 $172,968 $189,919 

Periodic amortization of intangible assets that will be charged to expense over the remaining life of the intangible assets as of June 30, 2025 was as follows (in thousands):

Years Ending December 31,
2025$167,792 
2026288,550 
2027216,672 
2028121,973 
2029 and thereafter588,319 
$1,383,306 

Net cloud computing costs, which are primarily related to the implementation of the Company's customer relationship management ("CRM") and enterprise resource planning ("ERP") systems, are recorded in "Other assets" in the Company's Condensed Consolidated Balance Sheets. As of June 30, 2025 and December 31, 2024, the cloud computing costs were $44.4 million and $44.8 million, respectively. The associated expense for cloud computing costs, which is recorded in general and administration expense, was $1.9 million and $1.2 million for the three months ended June 30, 2025 and 2024, respectively. For the six months ended June 30, 2025 and 2024, the associated expense for cloud
computing costs was $3.8 million and $2.4 million, respectively. The capitalized cloud computing implementation costs are amortized over the shorter of the term of the related cloud computing arrangement or the period of benefit from the right to access the hosted software. The amortization period will be periodically reassessed to determine if it continues to be reasonable.
v3.25.2
Accrued Expenses and Other Current Liabilities
 6 Months Ended
Jun. 30, 2025
Payables and Accruals [Abstract]  
Accrued Expenses and Other Current Liabilities Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):

As of
June 30,December 31,
20252024
Marketing and advertising$38,099 $44,057 
Franchise, sales and other taxes36,582 28,112 
Client performance guarantees and accrued rebates30,604 36,865 
Consulting fees/provider fees16,807 18,974 
Information technology11,295 10,147 
Professional fees10,268 9,358 
Operating lease liabilities—current9,880 10,337 
Insurance7,860 7,653 
Lease abandonment obligation—current4,931 5,036 
Staff augmentation3,883 2,708 
Interest payable1,081 1,483 
Other31,014 27,427 
Total$202,304 $202,157 
v3.25.2
Convertible Senior Notes
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Convertible Senior Notes Convertible Senior Notes
At December 31, 2024, the Company had three series of convertible senior notes outstanding. The issuances of such notes originally consisted of (i) $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, (ii) $287.5 million aggregate principal amount of 1.375% convertible senior notes due 2025 (the “2025 Notes”), issued on May 8, 2018 for net proceeds to the Company of $279.1 million after deducting offering costs of approximately $8.4 million, and (iii) $550.0 million aggregate principal amount of 0.875% convertible senior notes due 2025 that were issued by Livongo Health, Inc. ("Livongo") on June 4, 2020 for which the Company agreed to assume all of Livongo’s rights and obligations (the “Livongo Notes” and together with the 2027 Notes and the 2025 Notes, the “Notes”).

On the May 15, 2025 maturity date, the Company paid $0.6 million to settle the outstanding principal amount of the 2025 Notes and, on the June 1, 2025 maturity date, paid $550.0 million to settle the outstanding principal amount of the Livongo Notes. As of June 30, 2025, only the 2027 Notes remain outstanding.
The following table presents certain terms of the 2027 Notes that were outstanding as of June 30, 2025:

2027 Notes
Principal Amount Outstanding as of June 30, 2025 (in thousands)$1,000,000 
Interest Rate Per Year1.25 %
Fair Value as of June 30, 2025 (in thousands) (1)$921,000 
Fair Value as of December 31, 2024 (in thousands) (1)$875,000 
Maturity DateJune 1, 2027
Optional Redemption DateJune 5, 2024
Conversion DateDecember 1, 2026
Conversion Rate Per $1,000 Principal Amount as of June 30, 2025
4.1258
Remaining Contractual Life as of June 30, 20251.9 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 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 Company and rank senior in right of payment to the Company’s indebtedness that is expressly subordinated in right of payment to such 2027 Notes; equal in right of payment to the Company’s liabilities that are not so subordinated; effectively junior in right of payment to any of the Company’s secured indebtedness to the extent of the value of the assets securing such indebtedness; and structurally junior to all indebtedness and other liabilities incurred by the Company’s subsidiaries.

Holders may convert all or any portion of their 2027 Notes in integral multiples of $1,000 principal amount, at their option, at any time prior to the close of business on the business day immediately preceding the applicable conversion date only under the following circumstances:

•during any quarter (and only during such quarter), if the last reported sale price of the shares of the Company’s common stock for at least 20 trading days (whether or not consecutive) during a period of 30 consecutive trading days ending on the last trading day of the immediately preceding quarter is greater than or equal to 130% of the conversion price for the 2027 Notes on each applicable trading day;

•during the five business day period after any 10 consecutive trading day period in which the trading price was less than 98% of the product of the last reported sale price of Company’s common stock and the conversion rate for the 2027 Notes on each such trading day;

•upon the occurrence of specified corporate events described under the applicable indenture; or

•if the Company calls the 2027 Notes for redemption, at any time until the close of business on the second business day immediately preceding the redemption date.

On or after the applicable conversion date, until the close of business on the second scheduled trading day immediately preceding the maturity date, holders may convert all or any portion of the 2027 Notes, regardless of the foregoing circumstances.

The 2027 Notes are convertible into shares of the Company’s common stock at the applicable conversion rate shown in the table above. Upon conversion, the Company will pay or deliver, as the case may be, cash, shares of the Company’s common stock or a combination thereof, at the Company’s election. If the Company elects to satisfy the conversion obligation solely in cash or through payment and delivery, as the case may be, of a combination of cash and shares of the Company’s common stock, the amount of cash and shares of the Company’s common stock due upon conversion will be based on a daily conversion value calculated on a proportionate basis for each trading day in a 25 consecutive trading day observation period.

The Company may redeem for cash all or part of the 2027 Notes, at its option, on or after the applicable optional redemption date shown in the table above if the last reported sale price of its common stock exceeds 130% of the
conversion price then in effect for at least 20 trading days (whether or not consecutive) during any 30 consecutive trading days ending on, and including, the trading day immediately preceding the date on which the Company provides notice of the redemption. The redemption price will be the principal amount of the 2027 Notes to be redeemed, plus accrued and unpaid interest, if any. In addition, calling the 2027 Notes for redemption on or after the applicable optional redemption date will constitute a make-whole fundamental change with respect to the 2027 Notes, in which case the conversion rate applicable to the conversion of the 2027 Notes, if it is converted in connection with the redemption, will be increased in certain circumstances as described in the applicable indenture.

The Company accounts for the 2027 Notes at amortized cost within the liability section of its Condensed Consolidated Balance Sheets. The Company has reserved an aggregate of 4.1 million shares of common stock for the 2027 Notes.

The net carrying values of the indicated notes consisted of the following (in thousands):

As of
June 30,December 31,
20252024
2025 Notes
Principal$— $725 
Less: Debt discount (1)— (2)
Net carrying amount— 723 
Livongo Notes
Principal— 550,000 
Less: Debt discount (1)— — 
Net carrying amount— 550,000 
2027 Notes
Principal1,000,000 1,000,000 
Less: Debt discount (1)(6,835)(8,582)
Net carrying amount993,165 991,418 
Total net carrying amount$993,165 $1,542,141 
Convertible senior notes, net—current$— $550,723 
Convertible senior notes, net—non-current993,165 991,418 
Total net carrying amount$993,165 $1,542,141 
(1)Included in the accompanying Condensed Consolidated Balance Sheets within Convertible senior notes, net—current and Convertible senior notes, net—non-current and amortized to interest expense over the expected life of the notes using the effective interest rate method.
The following table sets forth total interest expense recognized related to the indicated notes (in thousands):

Three Months Ended
June 30,		Six Months Ended
June 30,
2025 Notes2025202420252024
Contractual interest expense$1$3$3$5
Amortization of debt discount—112
Total$1$4$4$7
Effective interest rate 1.8 %1.8 %1.8 %1.8 %
Three Months Ended
June 30,		Six Months Ended
June 30,
Livongo Notes2025202420252024
Contractual interest expense$802$1,203$2,005$2,406
Amortization of debt discount————
Total$802$1,203$2,005$2,406
Effective interest rate 0.9 %0.9 %0.9 %0.9 %
Three Months Ended
June 30,		Six Months Ended
June 30,
2027 Notes2025202420252024
Contractual interest expense$3,125$3,125$6,250$6,250
Amortization of debt discount8748611,7461,719
Total$3,999$3,986$7,996$7,969
Effective interest rate 1.6 %1.6 %1.6 %1.6 %
v3.25.2
Leases
 6 Months Ended
Jun. 30, 2025
Leases [Abstract]  
Leases Leases
Operating Leases

The Company has operating leases for facilities, hosting co-location facilities, and certain equipment under non-cancelable leases in the U.S. and various international locations. The leases have remaining lease terms of less than one to seven years, with options to extend the lease term from one to five years. At the inception of an arrangement, the Company determines whether the arrangement is, or contains, a lease based on the terms covering the right to use property, plant or equipment for a stated period of time. The Company separately allocates the lease (e.g., fixed lease payments for right-to-use land, building, etc.) and non-lease components (e.g., common area maintenance) for its leases.
The Company leases office space under non-cancelable operating leases in the U.S. and various international locations. The future minimum lease payments under non-cancelable operating leases were as follows (in thousands):

As of
June 30,
Operating Leases:2025
2025$6,653 
202611,916 
20278,805 
20286,786 
20295,249 
2030 and thereafter8,570 
Total future minimum payments47,979 
Less: imputed interest(6,052)
Present value of lease liabilities$41,927 
Accrued expenses and other current liabilities$9,880 
Operating lease liabilities, net of current portion$32,047 

The Company rents certain virtual healthcare platforms to selected qualified customers under arrangements that qualify as either sales-type lease or operating lease arrangements. Leases have terms that generally range from two to five years.

The Company recorded certain restructuring costs related to lease impairments and the related charges due to the abandonment and/or exit of excess leased office space. However, the lease liabilities related to these spaces remain an outstanding obligation of the Company as of June 30, 2025. See Note. 12, “Restructuring,” for further information.
v3.25.2
Restructuring
 6 Months Ended
Jun. 30, 2025
Restructuring and Related Activities [Abstract]  
Restructuring Restructuring
The Company accounts for restructuring costs in accordance with Accounting Standards Codification ("ASC") Subtopic 420-10, "Exit or Disposal Cost Obligations" and ASC Section 360-10-35, "Property, Plant and Equipment-Subsequent Measurement." The costs are recorded to the "Restructuring costs" line item within the Company's Condensed Consolidated Statements of Operations and Other Comprehensive Loss as they are recognized.

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 payments, 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 payments, employee benefits, and related costs and $1.0 million was related to costs associated with office space reductions, including $0.3 million of right-of-use asset impairment charges.

The Company recorded $1.5 million of restructuring costs during the three months ended June 30, 2024, of which $1.3 million was related to employee transition, severance payments, employee benefits, and related costs and $0.1 million was for other restructuring related costs. The Company recorded $11.2 million of restructuring costs during the six months ended June 30, 2024, of which $8.3 million was related to employee transition, severance payments, employee benefits, and related costs and $2.8 million was for other restructuring related costs.

The portion of these expenses that are to be settled by cash disbursements was accounted for as a restructuring liability under the line item "Accrued expenses and other current liabilities" in the Company's Condensed Consolidated Balance Sheets.
The table below summarizes the accrual and charges incurred and cash payments made with respect to the Company's restructurings, with the severance related portion included in the line item "Accrued compensation" and the lease termination and other related portion included in the line item "Accrued expenses and other current liabilities" in the Company's Condensed Consolidated Balance Sheets as of June 30, 2025 (in thousands):

Restructuring Plan
SeveranceLease TerminationOther (1)Total
Accrued Balance, December 31, 2024$1,152 $5,036 $— $6,188 
Additions8,996 693 12 9,701 
Cash payments(8,282)(798)(12)(9,092)
Accrued Balance, June 30, 2025$1,866 $4,931 $— $6,797 
(1)Reflects amounts associated with other restructuring related costs.
v3.25.2
Stock-based Compensation
 6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-based Compensation Stock-based Compensation
The Company regularly issues share-based compensation to its employees and directors who are not employees of the Company. The accounting guidance for share-based compensation requires measurement of compensation cost for share-based awards at fair value and recognition of compensation cost over the service period. For a full description of the Company’s stock-based compensation programs, refer to Note 13 of the Company’s financial statements included in the Company's 2024 Form 10-K.

In the six months ended June 30, 2025, the Company granted a portion of its employees awards in the form of restricted stock units (“RSUs”) and performance stock units (“PSUs”). The total number of units granted was approximately 8.7 million and the aggregate fair value of the awards was $82.1 million. A portion of the awards granted consisted of RSUs vesting over a three year period, with one-third vesting on the first anniversary of the grant and with the remainder vesting quarterly thereafter. A smaller portion of the awards granted consisted of PSUs subject to the achievement of specific performance criteria that will time-vest over a three year period, whereas the expense will be recognized on an accelerated tranche-by-tranche basis.

The following table reflects stock-based compensation expense by award type for the indicated periods (in thousands):

Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
Options$747 $2,228 $1,815 $3,899 
RSUs18,537 39,192 40,707 76,509 
PSUs2,782 278 4,311 2,849 
Employee Stock Purchase Plan278 409 674 1,175 
Total stock-based compensation$22,344 $42,107 $47,507 $84,432 
Total compensation costs for stock-based awards were recorded for the indicated periods as follows (in thousands):

Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
Cost of revenue (exclusive of depreciation and amortization, which are shown separately)$506 $1,313 $1,079 $2,707 
Advertising and marketing1,302 3,378 2,805 7,167 
Sales3,594 6,953 7,853 14,920 
Technology and development4,247 9,683 10,032 18,982 
General and administrative12,695 20,780 25,738 40,656 
Total stock-based compensation expense 22,344 42,107 47,507 84,432 
Capitalized stock-based compensation1,904 3,390 4,481 7,287 
Total stock-based compensation$24,248 $45,497 $51,988 $91,719 

As of June 30, 2025, the Company had unrecognized compensation cost related to outstanding stock-based award as follows (dollars in thousands):

Award TypeUnearned CompensationWeighted Average Remaining Life
(Years)
Options$1,822 2.1
RSUs$106,952 1.9
PSUs$23,597 2.6
v3.25.2
Provision for Income Taxes
 6 Months Ended
Jun. 30, 2025
Income Tax Disclosure [Abstract]  
Provision for Income Taxes Provision for Income Taxes
The Company recorded an income tax benefit of $7.8 million and $26.0 million for the three and six months ended June 30, 2025, respectively, and an income tax expense of $3.9 million and $6.6 million for the same periods in 2024. The tax benefit in 2025 resulted primarily from a discrete benefit of $20.1 million related to completion of a research and development tax credit study and $11.1 million from the current year's acquisitions, offset by ordinary tax expense of $5.0 million. The tax expense in 2024 was primarily due to a shortfall related to stock-based compensation awards that were vested in the quarter.

On July 4, 2025, the One Big Beautiful Bill Act (“OBBBA”) was signed into law. The OBBBA makes permanent key elements of the Tax Cuts and Jobs Act, including 100% bonus depreciation, domestic research cost expensing, and the business interest expense limitation. The Company is evaluating the impact of the OBBBA and the results of such evaluations will be reflected on the Company's Form 10-Q for the quarter ended September 30, 2025.
v3.25.2
Commitments and Contingencies
 6 Months Ended
Jun. 30, 2025
Commitments and Contingencies Disclosure [Abstract]  
Commitments and Contingencies Commitments and Contingencies
Commitments

The Company has contractual obligations to make future payments related to its outstanding convertible senior notes, which are presented in Note 10. Convertible Senior Notes, and its long-term operating leases, which are presented in Note 11. 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 Company’s 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 Health’s management does not expect any litigation matter to have a material adverse impact on its business, financial condition, results of operations, or cash flows.

On June 6, 2022, a purported securities class action complaint (Schneider v. Teladoc Health, Inc., et al.) was filed in the U.S. District Court for the Southern District of New York against the Company and certain of the Company’s officers. The complaint was brought on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period October 28, 2021 through April 27, 2022. The complaint asserted violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder based on allegedly false or misleading statements and omissions with respect to, among other things, the Company’s business, operations, and prospects. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. On August 2, 2022, a duplicative purported securities class action complaint (De Schutter v. Teladoc Health, Inc., et al.) was filed in the U.S. District Court for the Eastern District of New York, which was consolidated with the Schneider case in the Southern District court under the caption In re Teladoc Health, Inc. Securities Litigation. The lead plaintiff subsequently filed amended complaints that expanded the alleged class period to February 11, 2021 to July 27, 2022. On July 5, 2023, the court granted the defendants’ motion to dismiss the complaint, and on September 24, 2024 the U.S. Court of Appeals for the Second Circuit affirmed in part, and vacated in part, the Southern District court’s dismissal and remanded for further proceedings. On March 21, 2025, the court granted the defendant's renewed motion to dismiss, and on July 25, 2025 the lead plaintiff filed an appeal of the Southern District Court’s dismissal in the United States Court of Appeals for the Second Circuit. The Company believes that it has substantial defenses, and the Company and its named officers intend to defend the lawsuit vigorously.

On August 9, 2022, a verified shareholder derivative complaint (Vaughn v. Teladoc Health, Inc., et al.) was filed in the U.S. District Court for the Southern District of New York against the Company as a nominal defendant and certain of the Company’s officers and directors. The complaint asserts violations of Section 10(b) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, and waste of corporate assets in connection with factual assertions similar to those in the purported securities class action complaints described above. The complaint seeks damages to the Company allegedly sustained as a result of the acts and omissions of the named officers and directors and seeks an order directing the Company to reform and improve the Company’s corporate governance. On September 6, 2022, a duplicative verified stockholder derivative complaint (Hendry v. Teladoc Health, Inc., et al.) was filed in the U.S. District Court for the Southern District of New York. The claims and parties in Hendry were substantially similar to those in Vaughn. The Vaughn and Hendry actions were consolidated under the caption In re Teladoc Stockholder Derivative Litigation, and a consolidated complaint was filed on November 29, 2022. The consolidated complaint also asserts violations of Section 14(a) of the Securities Exchange Act of 1934. The parties subsequently stipulated to transfer the action to the U.S. District Court for the District of Delaware, and on December 22, 2022 the parties agreed, and the Court ordered, to stay all proceedings until final resolution, including exhaustion of appeals, of the motion to dismiss filed in the purported securities class action complaint described above. The named directors and officers have not yet responded to the complaint. On April 11, 2025, the parties agreed, and the Court ordered, to dismiss the action without prejudice.

There have been multiple putative class-action lawsuits filed against the Company's subsidiary BetterHelp in connection with the consent order that BetterHelp entered into with the U.S. Federal Trade Commission in July 2023. The actions have been filed in California federal and state courts and in Canada. The cases are substantially similar, involving allegations of misleading patients as to BetterHelp’s use of patient data and associated alleged violations of law involving privacy, advertising, contract, and tort. The Company believes that it has substantial defenses, and the Company intends to defend the lawsuits vigorously.

On February 13, 2023, Data Health Partners, Inc. (“Data Health Partners”) filed a lawsuit against the Company in the U.S. District Court for the District of Delaware alleging that certain of the Company’s products, including its blood glucose meter, infringe upon certain patents held by Data Health Partners and seeking unspecified damages, attorney’s fees and costs. The Company believes that it has substantial defenses, and the Company intends to defend the lawsuit vigorously.

On May 17, 2024, a purported securities class action complaint (Stary v. Teladoc Health, Inc., et al.) was filed in the U.S. District Court for the Southern District of New York against the Company and certain of the Company’s current
and former officers. The complaint was brought on behalf of a purported class consisting of all persons or entities who purchased or otherwise acquired shares of the Company’s common stock during the period November 2, 2022 through February 20, 2024. The complaint asserts violations of Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 and Rule 10b-5 promulgated thereunder based on allegedly false or misleading statements and omissions with respect to, among other things, the Company’s advertising spend on BetterHelp. The complaint seeks certification as a class action and unspecified compensatory damages plus interest and attorneys’ fees. On July 15, 2024, a duplicative purported securities class action complaint (Waits v. Teladoc Health, Inc., et al.) was filed in the U.S. District Court for the Southern District of New York. The claims and parties in Waits were substantially similar to those in Stary. The Stary and Waits actions were consolidated. On December 10, 2024, the District Court appointed co-lead plaintiffs, and, on February 24, 2025 the lead plaintiffs filed an amended complaint that asserts Exchange Act claims for a putative class of shareholders who purchased or acquired stock between July 26, 2023 and February 20, 2024. The Company believes that it has substantial defenses, and the Company and its named officers intend to defend the lawsuits vigorously, including through the filing of a motion to dismiss the complaint on June 20, 2025.

On June 18, 2024, a verified shareholder derivative complaint (Roy v. Gorevic, et al.) was filed in the U.S. District Court for the Southern District of New York against the Company as a nominal defendant and certain of the Company’s current and former officers and directors. The complaint asserts violations of Sections 10(b) and 14(a) of the Securities Exchange Act of 1934, breach of fiduciary duty, aiding and abetting breach of fiduciary duty, unjust enrichment, waste of corporate assets, gross mismanagement and abuse of control in connection with factual assertions similar to those in the purported securities class action complaint described in the preceding paragraph. The complaint seeks damages to the Company allegedly sustained as a result of the acts and omissions of the named officers and directors and seeks an order directing the Company to reform and improve the Company’s corporate governance. On October 4, 2024 the parties agreed, and the Court ordered, to stay all proceedings until any motion to dismiss filed in the purported securities class action complaint described above is granted with prejudice and any appeals therefrom are resolved, or any defendant files an answer in the purported securities class action complaint described above. On October 1, 2024, a duplicative verified stockholder derivative complaint (Brigman, et al. v. Daniel, et al.) was filed in the U.S. District Court for the Southern District of New York. The claims and parties in Brigman are substantially similar to those in Roy, and also alleges insider trading violations and misappropriation of information against certain defendants. On April 7, 2025 the parties agreed, and the Court ordered, to stay all proceedings until any motion to dismiss filed in the purported securities class action complaint described above is granted with prejudice and any appeals therefrom are resolved, or any defendant files an answer in the purported securities class action complaint described above. The named directors and officers have not yet responded to the complaint.
v3.25.2
Segments
 6 Months Ended
Jun. 30, 2025
Segment Reporting [Abstract]  
Segments 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 Company’s 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 Company’s computation of segment Adjusted EBITDA may not be comparable to other similarly titled metrics computed by other companies because all companies do not calculate segment Adjusted EBITDA in the same fashion.

Operating revenues and expenses directly associated with each segment are included in determining its operating results. Other expenses that are not directly attributable to a particular segment are based upon allocation methodologies, including the following: revenue, headcount, time and other relevant usage measures, and/or a combination of such.
The Company has two reportable 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.

The CODM does not review any information regarding total assets on a segment basis. Segments do not record intersegment revenues, and, accordingly, there is none to be reported. The accounting policies for segment reporting are the same as for the Company as a whole.

The following tables present the financial results of the Company's reportable segments, along with reconciliations of the segments' total consolidated Adjusted EBITDA to the consolidated net loss for the periods indicated (in thousands):

Three Months Ended June 30, 2025Integrated CareBetterHelpConsolidated
Revenue$391,510 $240,390 $631,900 
Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation (1)126,387 63,643 
Advertising and marketing, exclusive of stock-based compensation (1)134,292 
Other segment expenses (2)207,673 30,594 
Adjusted EBITDA$57,450 $11,861 69,311 
Less adjustments to reconcile to consolidated net loss:
Stock-based compensation22,344 
Goodwill impairment— 
Acquisition, integration, and transformation costs2,658 
Restructuring costs5,692 
Amortization of intangible assets88,664 
Depreciation of property and equipment4,338 
Other expense (income), net(8,371)
Interest expense4,473 
Interest income(10,064)
Loss before provision for income taxes(40,423)
Provision for income taxes(7,763)
Net loss$(32,660)
Three Months Ended June 30, 2024Integrated CareBetterHelpConsolidated
Revenue$377,421 $265,023 $642,444 
Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation (1)117,645 69,100 
Advertising and marketing, exclusive of stock-based compensation (1)135,708 
Other segment expenses (2)195,748 34,762 
Adjusted EBITDA$64,028 $25,453 89,481 
Less adjustments to reconcile to consolidated net loss:
Stock-based compensation42,107 
Goodwill impairment790,000 
Acquisition, integration, and transformation costs457 
Restructuring costs1,500 
Amortization of intangible assets94,862 
Depreciation of property and equipment1,703 
Other expense (income), net563 
Interest expense5,648 
Interest income(13,572)
Loss before provision for income taxes(833,787)
Provision for income taxes3,884 
Net loss$(837,671)

Six Months Ended June 30, 2025Integrated CareBetterHelpConsolidated
Revenue$780,978 $480,291 $1,261,269 
Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation (1)257,395 128,891 
Advertising and marketing, exclusive of stock-based compensation (1)267,264 
Other segment expenses (2)415,754 64,561 
Adjusted EBITDA$107,829 $19,575 127,404 
Less adjustments to reconcile to consolidated net loss:
Stock-based compensation47,507 
Goodwill impairment59,138 
Acquisition, integration, and transformation costs4,846 
Restructuring costs10,039 
Amortization of intangible assets172,968 
Depreciation of property and equipment7,902 
Other expense (income), net(10,806)
Interest expense10,238 
Interest income(22,738)
Loss before provision for income taxes(151,690)
Provision for income taxes(26,018)
Net loss$(125,672)
Six Months Ended June 30, 2024Integrated CareBetterHelpConsolidated
Revenue$754,532 $534,043 $1,288,575 
Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation (1)237,958 141,931 
Advertising and marketing, exclusive of stock-based compensation (1)282,705 
Other segment expenses (2)404,872 68,488 
Adjusted EBITDA$111,702 $40,919 152,621 
Less adjustments to reconcile to consolidated net loss:
Stock-based compensation84,432 
Goodwill impairment790,000 
Acquisition, integration, and transformation costs830 
Restructuring costs11,173 
Amortization of intangible assets189,919 
Depreciation of property and equipment4,537 
Other expense (income), net933 
Interest expense11,297 
Interest income(27,514)
Loss before provision for income taxes(912,986)
Provision for income taxes6,574 
Net loss$(919,560)
_________________________________________
(1)The significant segment expense categories and amounts align with the information that is regularly provided to the CODM.
(2)Other segment expenses for the corresponding reportable segment includes:
Integrated Care—advertising and marketing expenses, sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.
BetterHelp—sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.

Geographic data for long-lived assets (representing property and equipment, net) were as follows (in thousands):

As of
June 30,December 31,
20252024
United States$23,321 $25,686 
International4,346 3,801 
Total long-lived assets$27,667 $29,487 
v3.25.2
Subsequent Event
 6 Months Ended
Jun. 30, 2025
Subsequent Events [Abstract]  
Subsequent Event Subsequent Events
On July 17, 2025 (the “Effective Date”), the Company entered into a credit agreement (the “Credit Agreement”) that provides for a five-year, $300.0 million senior secured revolving credit facility (the “Revolving Credit Facility”).

Interest rates under the Revolving Credit Facility are variable and are equal to the euro interbank offered rate, the Sterling Overnight Index Average Reference Rate, the Secured Overnight Financing Rate (“Adjusted Term SOFR”) or the Canadian Overnight Repo Rate Average, in each case, plus a margin of 2.75% to 3.25% per annum based on the Company’s secured net leverage ratio, or, at the Company’s option, at a base reference rate equal to the highest of (a) the federal funds rate plus 0.50%, (b) the rate of interest last quoted by the administrative agent of the Revolving Credit Facility (the "Administrative Agent") as its “base rate” and (c) the one-month Adjusted Term SOFR plus 1.00%, plus a margin of 1.75% to 2.25% per annum based on the Company’s secured net leverage ratio.
The Company will pay customary agency fees and a commitment fee based on the daily unused portion of the Revolving Credit Facility at a rate of 0.50% per annum. The Revolving Credit Facility is not subject to amortization and will mature on the fifth anniversary of the Effective Date.

The Company’s obligations under the Credit Agreement are unconditionally guaranteed by all material domestic and foreign wholly-owned subsidiaries of the Company (the “Subsidiary Guarantors” and together with the Company, the “Obligors”), with customary exceptions.

On the Effective Date, each of the Obligors and the Administrative Agent entered into a pledge and security agreement, pursuant to which the Obligors granted a security interest in substantially all of their respective assets, in each case, subject to customary exceptions and exclusions.
The Credit Agreement contains customary representations and warranties, affirmative covenants, negative covenants and events of default. The Credit Agreement also contains financial covenants that are tested on the last day of each of the Company’s fiscal quarters. These financial covenants include a (x) maximum secured net leverage ratio of 3.50:1.00, subject to a 4.00:1.00 covenant holiday following certain permitted acquisitions or permitted collaborations, and (y) minimum consolidated interest coverage ratio of 3.00:1.00.
v3.25.2
Pay vs Performance Disclosure - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Pay vs Performance Disclosure        
Net loss $ (32,660) $ (837,671) $ (125,672) $ (919,560)
v3.25.2
Insider Trading Arrangements
 3 Months Ended
Jun. 30, 2025
Trading Arrangements, by Individual  
Rule 10b5-1 Arrangement Adopted false
Non-Rule 10b5-1 Arrangement Adopted false
Rule 10b5-1 Arrangement Terminated false
Non-Rule 10b5-1 Arrangement Terminated false
v3.25.2
Basis of Presentation and Principles of Consolidation (Policies)
 6 Months Ended
Jun. 30, 2025
Accounting Policies [Abstract]  
Basis of Presentation
The accompanying unaudited condensed consolidated financial statements for the six months ended June 30, 2025 and 2024, in the opinion of management, reflect all adjustments (consisting of normal recurring accruals) necessary for a fair presentation of the Condensed Consolidated Results of Operations, financial position and cash flows of Teladoc Health for the periods presented. However, the financial results for interim periods are not necessarily indicative of the results that may be expected for a full fiscal year or for any other future period.

Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles (“GAAP”) in the United States (“U.S.”) have been omitted or condensed pursuant to the rules and regulations of the U.S. Securities and Exchange Commission (“SEC”). The information in this report should be read in conjunction with the Company’s Annual Report on Form 10-K filed with the SEC for the fiscal year ended December 31, 2024 (the “2024 Form 10-K”), which includes a complete set of footnote disclosures, including the Company’s significant accounting policies.

These consolidated financial statements include the results of Teladoc Health, as well as three professional associations and 10 professional corporations that comprise the “THMG Association” and five professional corporations that comprise the "Uplift Association."

Teladoc Health Medical Group, P.A. (“THMG”) is party to a services agreement by and among it and the other professional associations and professional corporations in the THMG Association pursuant to which each professional association and professional corporation provides services to THMG. Each professional association and professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine.

Uplift Behavioral Health, P.C. (“Uplift PC”) is party to a services agreement by and among it and the other professional corporations in the Uplift Association pursuant to which each professional corporation provides services to Uplift PC. Each professional corporation is established pursuant to the requirements of its respective domestic jurisdiction governing the corporate practice of medicine.
Principles of Consolidation The Company holds a variable interest in the THMG Association and the Uplift Association, which each contract with physicians and other health professionals in order to provide services to Teladoc Health. The THMG Association and the Uplift Association are each considered a variable interest entity (“VIE”) since each does not have sufficient equity to finance their respective activities without additional subordinated financial support. An enterprise having a controlling financial interest in a VIE must consolidate the VIE if it has both power and benefits—that is, it has (1) the power to direct the activities of a VIE that most significantly impact the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). The Company has the power and rights to control the activities that most significantly impact the THMG Association and the Uplift Association economic performance and funds and absorbs all losses of the VIE and appropriately consolidates the THMG Association and the Uplift Association.
Use of Estimates
Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business and economic factors, and various other assumptions that the Company believes are necessary to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained and as the Company’s operating environment evolves. The Company believes that estimates used in the preparation of these condensed consolidated financial statements are reasonable; however, actual results could differ materially from these estimates.

Changes in estimates are made when circumstances warrant. Such changes in estimates and refinements in estimation methodologies are reflected in the Condensed Consolidated Statements of Operations; if material, the effects of changes in estimates are disclosed in the Notes to Unaudited Condensed Consolidated Financial Statements.

Significant estimates and assumptions by management affect areas including the value and useful life of long-lived assets (including intangible assets), the capitalization and amortization of software development costs, allowances for sales, and the accounting for business combinations. Other significant areas include revenue recognition (including performance guarantees), the accounting for income taxes, contingencies (including earnouts), litigation and related legal accruals, the accounting for stock-based compensation awards, the probability assessment of satisfying vesting conditions for certain investments, and other items as described in Note 2. “Basis of Presentation and Principles of Consolidation" in the Summary of Significant Accounting Policies in the 2024 Form 10-K and as may be updated in this Quarterly Report in Note 2. “Basis of Presentation and Principles of Consolidation."
Fair Value Measurements
Fair Value Measurements

The carrying value of the Company’s cash equivalents, accounts receivable, accounts payable, and accrued liabilities approximates fair value due to their short-term nature.

A financial instrument’s classification within the fair value hierarchy is based upon the lowest level of input that is significant to the fair value measurement. Three levels of inputs may be used to measure fair value:

Level 1—Observable inputs that reflect quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2—Include other inputs that are directly or indirectly observable in the marketplace.

Level 3—Unobservable inputs that are supported by little or no market activity.

The Company measures its cash equivalents at fair value on a recurring basis. The Company classifies its cash equivalents within Level 1 because they are valued using observable inputs that reflect quoted prices for identical assets in active markets and quoted prices directly in active markets.
Reclassifications
Reclassifications

Certain prior year amounts have been reclassified to conform to the current year presentation.
Recently Issued Accounting Standards
Recently Issued Accounting Standards

In December 2023, the FASB issued Accounting Standards Update ("ASU") No. 2023-09, “Income Taxes (Topic 740): Improvement to Income Tax Disclosures" to enhance the transparency and decision usefulness of income tax disclosures through expansion of disclosures in an entity’s income tax rate reconciliation table and regarding cash taxes paid both in the U.S. and foreign jurisdictions. ASU 2023-09 is effective for annual periods beginning after December 15, 2024 on a prospective basis with early adoption permitted. The Company is currently evaluating the impact of this accounting standard update on its financial disclosures.

In November 2024, the FASB issued ASU No. 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 disclose other specific expenses, gains, or losses that are already required to be disclosed under GAAP in this same disclosure, a qualitative description of the amounts remaining that are not separately disaggregated quantitatively, and the total amount of selling expenses, as well as the PBE’s definition of selling expenses. In January 2025, the FASB Issued ASU No. 2025-01, "Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures (Subtopic 220-40)," which clarified that ASU 2024-03 is effective for public business entities for annual reporting periods beginning after December 15, 2026 and interim reporting periods within annual reporting periods beginning after December 15, 2027. Implementation of ASU 2024-03 may be applied prospectively or retrospectively. The application of this new guidance is not expected to have a material impact on the Company’s financial statements, as the guidance pertains only to disclosures.

In May 2025, the FASB issued ASU No. 2025-03, "Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity," which clarifies current guidance for determining the accounting acquirer for a transaction effected primarily by exchanging equity interests in which the legal acquiree is a variable interest entity that meets the definition of a business. ASU 2025-03 is effective for annual reporting periods beginning after December 15, 2026, including interim reporting periods within those annual reporting periods, with early adoption permitted. The Company is currently evaluating the impact of adopting this new guidance on its financial statements.

In May 2025, the FASB issued ASU No. 2025-04, "Compensation—Stock Compensation (Topic 718) and Revenue from Contracts with Customers (Topic 606): Clarifications to Share-Based Consideration Payable to a Customer." This new standard clarifies the accounting for share-based consideration payable to a customer under ASC 718 and ASC 606. Key changes include expanding the “performance condition” definition, requiring an estimate of forfeitures, and clarifying the measurement guidance. ASU 2025-04 is effective for annual periods beginning after December 15, 2026, with early adoption permitted. The Company is currently evaluating the impact of adopting this new guidance on its financial statements.
v3.25.2
Revenue, Deferred Revenue, and Deferred Device and Contract Costs (Tables)
 6 Months Ended
Jun. 30, 2025
Revenue from Contract with Customer [Abstract]  
Schedule of Disaggregation of Revenue
The following table presents the Company’s revenues disaggregated by revenue source and geography (in thousands):

Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
Revenue by Type
Access Fees$523,703 $559,648 $1,049,439 $1,116,822 
Other108,197 82,796 211,830 171,753 
Total Revenue$631,900 $642,444 $1,261,269 $1,288,575 
Revenue by Geography
U.S. Revenue$519,689 $540,802 $1,044,659 $1,088,402 
International Revenue112,211 101,642 216,610 200,173 
Total Revenue$631,900 $642,444 $1,261,269 $1,288,575 
Schedule of Deferred Revenue Activities
The following table summarizes deferred revenue activities for the periods presented (in thousands):

Six Months Ended
June 30,
20252024
Beginning balance$89,082 $109,282 
Balances assumed as part of business acquisitions890 — 
 Cash collected67,663 66,593 
 Revenue recognized (72,244)(68,698)
Ending balance$85,391 $107,177 
Schedule of Deferred Device and Contract Costs
Deferred device and contract costs are classified as a component of prepaid expenses and other current assets or other assets, depending on term, and consisted of the following (in thousands):

As of
June 30,December 31,
20252024
Deferred device and contract costs, current$34,063 $33,188 
Deferred device and contract costs, non-current16,092 17,057 
Total deferred device and contract costs$50,155 $50,245 

Deferred device and contract costs were as follows (in thousands):

Deferred Device and Contract Costs
Beginning balance as of December 31, 2024$50,245 
Additions22,882 
Cost of revenue recognized(22,972)
Ending balance as of June 30, 2025$50,155 
v3.25.2
Inventories (Tables)
 6 Months Ended
Jun. 30, 2025
Inventory Disclosure [Abstract]  
Schedule of inventories
Inventories consisted of the following (in thousands):

As of
June 30,December 31,
20252024
Raw materials and purchased parts$11,704 $14,459 
Work in process640 600 
Finished goods25,815 23,079 
Total inventories$38,159 $38,138 
v3.25.2
Prepaid Expenses and Other Current Assets (Tables)
 6 Months Ended
Jun. 30, 2025
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]  
Schedule of Prepaid Expenses and Other Current Assets
Prepaid expenses and other current assets consisted of the following (in thousands):

As of
June 30,December 31,
20252024
Prepaid expenses$85,589 $67,471 
Deferred device and contract costs, current34,063 33,188 
Other receivables8,574 9,809 
Other current assets1,833 2,828 
Total prepaid expenses and other current assets$130,059 $113,296 
v3.25.2
Goodwill (Tables)
 6 Months Ended
Jun. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Summary of Goodwill
Goodwill consisted of the following (in thousands):

Integrated
Care		BetterHelpTotal
Balance as of December 31, 2024$— $283,190 $283,190 
Addition associated with business combination59,138 — 59,138 
Impairment(59,138)— (59,138)
Balance as of June 30, 2025$— $283,190 $283,190 
v3.25.2
Intangible Assets, Net and Certain Cloud Computing Costs (Tables)
 6 Months Ended
Jun. 30, 2025
Goodwill and Intangible Assets Disclosure [Abstract]  
Schedule of Intangible Assets, Net
Intangible assets, net consisted of the following (dollars in thousands):

Useful
Life		Gross ValueAccumulated
Amortization		Net Carrying
Value		 Weighted
Average
Remaining
Useful Life
(Years)
June 30, 2025
Client and other relationships
2 to 20 years
$1,515,919 $(553,147)$962,772 10.9
Trademarks
2 to 15 years
330,324 (271,208)59,116 5.2
Software
3 to 5 years
644,057 (383,695)260,362 2.0
Acquired technology
4 to 7 years
341,860 (240,804)101,056 2.3
Intangible assets, net$2,832,160 $(1,448,854)$1,383,306 8.4
December 31, 2024
Client relationships
2 to 20 years
$1,453,811 $(490,426)$963,385 11.6
Trademarks
2 to 15 years
324,229 (263,671)60,558 5.8
Software
3 to 5 years
575,106 (293,588)281,518 2.1
Acquired technology
4 to 7 years
341,563 (215,664)125,899 2.8
Intangible assets, net$2,694,709 $(1,263,349)$1,431,360 8.7
Schedule of Amortization of Intangible Assets Expense by Components
The following table presents the Company's amortization of intangible assets expense by component (in thousands):

Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
Amortization of acquired intangibles$44,372 $64,102 $86,783 $128,283 
Amortization of capitalized software development costs44,292 30,760 86,185 61,636 
Amortization of intangible assets$88,664 $94,862 $172,968 $189,919 
Schedule of Periodic Amortization of Intangible Assets to be Charged to Expense over the Remaining Life of Intangible Assets
Periodic amortization of intangible assets that will be charged to expense over the remaining life of the intangible assets as of June 30, 2025 was as follows (in thousands):

Years Ending December 31,
2025$167,792 
2026288,550 
2027216,672 
2028121,973 
2029 and thereafter588,319 
$1,383,306 
v3.25.2
Accrued Expenses and Other Current Liabilities (Tables)
 6 Months Ended
Jun. 30, 2025
Payables and Accruals [Abstract]  
Schedule of Accrued Expenses and Other Current Liabilities
Accrued expenses and other current liabilities consisted of the following (in thousands):

As of
June 30,December 31,
20252024
Marketing and advertising$38,099 $44,057 
Franchise, sales and other taxes36,582 28,112 
Client performance guarantees and accrued rebates30,604 36,865 
Consulting fees/provider fees16,807 18,974 
Information technology11,295 10,147 
Professional fees10,268 9,358 
Operating lease liabilities—current9,880 10,337 
Insurance7,860 7,653 
Lease abandonment obligation—current4,931 5,036 
Staff augmentation3,883 2,708 
Interest payable1,081 1,483 
Other31,014 27,427 
Total$202,304 $202,157 
v3.25.2
Convertible Senior Notes (Tables)
 6 Months Ended
Jun. 30, 2025
Debt Disclosure [Abstract]  
Schedule of Debt Outstanding
The following table presents certain terms of the 2027 Notes that were outstanding as of June 30, 2025:

2027 Notes
Principal Amount Outstanding as of June 30, 2025 (in thousands)$1,000,000 
Interest Rate Per Year1.25 %
Fair Value as of June 30, 2025 (in thousands) (1)$921,000 
Fair Value as of December 31, 2024 (in thousands) (1)$875,000 
Maturity DateJune 1, 2027
Optional Redemption DateJune 5, 2024
Conversion DateDecember 1, 2026
Conversion Rate Per $1,000 Principal Amount as of June 30, 2025
4.1258
Remaining Contractual Life as of June 30, 20251.9 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 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.”
Schedule of Net Carrying Values of Debt
The net carrying values of the indicated notes consisted of the following (in thousands):

As of
June 30,December 31,
20252024
2025 Notes
Principal$— $725 
Less: Debt discount (1)— (2)
Net carrying amount— 723 
Livongo Notes
Principal— 550,000 
Less: Debt discount (1)— — 
Net carrying amount— 550,000 
2027 Notes
Principal1,000,000 1,000,000 
Less: Debt discount (1)(6,835)(8,582)
Net carrying amount993,165 991,418 
Total net carrying amount$993,165 $1,542,141 
Convertible senior notes, net—current$— $550,723 
Convertible senior notes, net—non-current993,165 991,418 
Total net carrying amount$993,165 $1,542,141 
(1)Included in the accompanying Condensed Consolidated Balance Sheets within Convertible senior notes, net—current and Convertible senior notes, net—non-current and amortized to interest expense over the expected life of the notes using the effective interest rate method.
Schedule of Total Interest Expense Recognized Related to Debt
The following table sets forth total interest expense recognized related to the indicated notes (in thousands):

Three Months Ended
June 30,		Six Months Ended
June 30,
2025 Notes2025202420252024
Contractual interest expense$1$3$3$5
Amortization of debt discount—112
Total$1$4$4$7
Effective interest rate 1.8 %1.8 %1.8 %1.8 %
Three Months Ended
June 30,		Six Months Ended
June 30,
Livongo Notes2025202420252024
Contractual interest expense$802$1,203$2,005$2,406
Amortization of debt discount————
Total$802$1,203$2,005$2,406
Effective interest rate 0.9 %0.9 %0.9 %0.9 %
Three Months Ended
June 30,		Six Months Ended
June 30,
2027 Notes2025202420252024
Contractual interest expense$3,125$3,125$6,250$6,250
Amortization of debt discount8748611,7461,719
Total$3,999$3,986$7,996$7,969
Effective interest rate 1.6 %1.6 %1.6 %1.6 %
v3.25.2
Leases (Tables)
 6 Months Ended
Jun. 30, 2025
Leases [Abstract]  
Schedule of Future Minimum Lease Payments The future minimum lease payments under non-cancelable operating leases were as follows (in thousands):
As of
June 30,
Operating Leases:2025
2025$6,653 
202611,916 
20278,805 
20286,786 
20295,249 
2030 and thereafter8,570 
Total future minimum payments47,979 
Less: imputed interest(6,052)
Present value of lease liabilities$41,927 
Accrued expenses and other current liabilities$9,880 
Operating lease liabilities, net of current portion$32,047 
v3.25.2
Restructuring (Tables)
 6 Months Ended
Jun. 30, 2025
Restructuring and Related Activities [Abstract]  
Schedule of Accrual and Charges Incurred Related to Restructuring
The table below summarizes the accrual and charges incurred and cash payments made with respect to the Company's restructurings, with the severance related portion included in the line item "Accrued compensation" and the lease termination and other related portion included in the line item "Accrued expenses and other current liabilities" in the Company's Condensed Consolidated Balance Sheets as of June 30, 2025 (in thousands):

Restructuring Plan
SeveranceLease TerminationOther (1)Total
Accrued Balance, December 31, 2024$1,152 $5,036 $— $6,188 
Additions8,996 693 12 9,701 
Cash payments(8,282)(798)(12)(9,092)
Accrued Balance, June 30, 2025$1,866 $4,931 $— $6,797 
(1)Reflects amounts associated with other restructuring related costs.
v3.25.2
Stock-based Compensation (Tables)
 6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Schedule of Total Compensation Costs for Stock-Based Awards
The following table reflects stock-based compensation expense by award type for the indicated periods (in thousands):

Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
Options$747 $2,228 $1,815 $3,899 
RSUs18,537 39,192 40,707 76,509 
PSUs2,782 278 4,311 2,849 
Employee Stock Purchase Plan278 409 674 1,175 
Total stock-based compensation$22,344 $42,107 $47,507 $84,432 
Total compensation costs for stock-based awards were recorded for the indicated periods as follows (in thousands):

Three Months Ended
June 30,		Six Months Ended
June 30,
2025202420252024
Cost of revenue (exclusive of depreciation and amortization, which are shown separately)$506 $1,313 $1,079 $2,707 
Advertising and marketing1,302 3,378 2,805 7,167 
Sales3,594 6,953 7,853 14,920 
Technology and development4,247 9,683 10,032 18,982 
General and administrative12,695 20,780 25,738 40,656 
Total stock-based compensation expense 22,344 42,107 47,507 84,432 
Capitalized stock-based compensation1,904 3,390 4,481 7,287 
Total stock-based compensation$24,248 $45,497 $51,988 $91,719 
Schedule of Unrecognized Compensation Cost
As of June 30, 2025, the Company had unrecognized compensation cost related to outstanding stock-based award as follows (dollars in thousands):

Award TypeUnearned CompensationWeighted Average Remaining Life
(Years)
Options$1,822 2.1
RSUs$106,952 1.9
PSUs$23,597 2.6
v3.25.2
Segments (Tables)
 6 Months Ended
Jun. 30, 2025
Segment Reporting [Abstract]  
Schedule of Segment Reporting Information
The following tables present the financial results of the Company's reportable segments, along with reconciliations of the segments' total consolidated Adjusted EBITDA to the consolidated net loss for the periods indicated (in thousands):

Three Months Ended June 30, 2025Integrated CareBetterHelpConsolidated
Revenue$391,510 $240,390 $631,900 
Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation (1)126,387 63,643 
Advertising and marketing, exclusive of stock-based compensation (1)134,292 
Other segment expenses (2)207,673 30,594 
Adjusted EBITDA$57,450 $11,861 69,311 
Less adjustments to reconcile to consolidated net loss:
Stock-based compensation22,344 
Goodwill impairment— 
Acquisition, integration, and transformation costs2,658 
Restructuring costs5,692 
Amortization of intangible assets88,664 
Depreciation of property and equipment4,338 
Other expense (income), net(8,371)
Interest expense4,473 
Interest income(10,064)
Loss before provision for income taxes(40,423)
Provision for income taxes(7,763)
Net loss$(32,660)
Three Months Ended June 30, 2024Integrated CareBetterHelpConsolidated
Revenue$377,421 $265,023 $642,444 
Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation (1)117,645 69,100 
Advertising and marketing, exclusive of stock-based compensation (1)135,708 
Other segment expenses (2)195,748 34,762 
Adjusted EBITDA$64,028 $25,453 89,481 
Less adjustments to reconcile to consolidated net loss:
Stock-based compensation42,107 
Goodwill impairment790,000 
Acquisition, integration, and transformation costs457 
Restructuring costs1,500 
Amortization of intangible assets94,862 
Depreciation of property and equipment1,703 
Other expense (income), net563 
Interest expense5,648 
Interest income(13,572)
Loss before provision for income taxes(833,787)
Provision for income taxes3,884 
Net loss$(837,671)

Six Months Ended June 30, 2025Integrated CareBetterHelpConsolidated
Revenue$780,978 $480,291 $1,261,269 
Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation (1)257,395 128,891 
Advertising and marketing, exclusive of stock-based compensation (1)267,264 
Other segment expenses (2)415,754 64,561 
Adjusted EBITDA$107,829 $19,575 127,404 
Less adjustments to reconcile to consolidated net loss:
Stock-based compensation47,507 
Goodwill impairment59,138 
Acquisition, integration, and transformation costs4,846 
Restructuring costs10,039 
Amortization of intangible assets172,968 
Depreciation of property and equipment7,902 
Other expense (income), net(10,806)
Interest expense10,238 
Interest income(22,738)
Loss before provision for income taxes(151,690)
Provision for income taxes(26,018)
Net loss$(125,672)
Six Months Ended June 30, 2024Integrated CareBetterHelpConsolidated
Revenue$754,532 $534,043 $1,288,575 
Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation (1)237,958 141,931 
Advertising and marketing, exclusive of stock-based compensation (1)282,705 
Other segment expenses (2)404,872 68,488 
Adjusted EBITDA$111,702 $40,919 152,621 
Less adjustments to reconcile to consolidated net loss:
Stock-based compensation84,432 
Goodwill impairment790,000 
Acquisition, integration, and transformation costs830 
Restructuring costs11,173 
Amortization of intangible assets189,919 
Depreciation of property and equipment4,537 
Other expense (income), net933 
Interest expense11,297 
Interest income(27,514)
Loss before provision for income taxes(912,986)
Provision for income taxes6,574 
Net loss$(919,560)
_________________________________________
(1)The significant segment expense categories and amounts align with the information that is regularly provided to the CODM.
(2)Other segment expenses for the corresponding reportable segment includes:
Integrated Care—advertising and marketing expenses, sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.
BetterHelp—sales expenses, technology and development expenses, and general and administrative expenses, each exclusive of stock-based compensation.
Schedule of Geographic Data for Long-Lived Assets
Geographic data for long-lived assets (representing property and equipment, net) were as follows (in thousands):

As of
June 30,December 31,
20252024
United States$23,321 $25,686 
International4,346 3,801 
Total long-lived assets$27,667 $29,487 
v3.25.2
Basis of Presentation and Principles of Consolidation (Details)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
professional_corporation
professional_association
Jun. 30, 2024
USD ($)
Mar. 31, 2025
USD ($)
Dec. 31, 2024
USD ($)
Mar. 31, 2024
USD ($)
Dec. 31, 2023
USD ($)
Variable interest entity                
Number of professional associations consolidated as VIEs | professional_association     3          
Revenue $ 631,900 $ 642,444 $ 1,261,269 $ 1,288,575        
Net loss 32,660 837,671 125,672 919,560        
Assets 2,894,004   2,894,004     $ 3,516,524    
Liabilities 1,471,865   1,471,865     2,025,445    
Stockholders' deficit (1,422,139) (1,502,086) $ (1,422,139) (1,502,086) $ (1,427,030) (1,491,079) $ (2,288,898) $ (2,326,073)
THMG Association                
Variable interest entity                
Number of professional corporations consolidated as VIEs | professional_corporation     10          
Uplift Association                
Variable interest entity                
Number of professional corporations consolidated as VIEs | professional_corporation     5          
Variable Interest Entity, Primary Beneficiary                
Variable interest entity                
Revenue 81,300 64,100 $ 161,500 134,100        
Net loss 400 $ 0 400 $ (0)        
Assets 42,000   42,000     29,400    
Liabilities 91,000   91,000     78,000    
Stockholders' deficit $ 49,000   $ 49,000     $ 48,600    
v3.25.2
Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Disaggregation of Revenue (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Disaggregation of Revenue [Line Items]        
Revenue $ 631,900 $ 642,444 $ 1,261,269 $ 1,288,575
U.S. Revenue        
Disaggregation of Revenue [Line Items]        
Revenue 519,689 540,802 1,044,659 1,088,402
International Revenue        
Disaggregation of Revenue [Line Items]        
Revenue 112,211 101,642 216,610 200,173
Access Fees        
Disaggregation of Revenue [Line Items]        
Revenue 523,703 559,648 1,049,439 1,116,822
Other        
Disaggregation of Revenue [Line Items]        
Revenue $ 108,197 $ 82,796 $ 211,830 $ 171,753
v3.25.2
Revenue, Deferred Revenue, and Deferred Costs and Other - Deferred Revenue Activities (Details) - USD ($)
$ in Thousands
 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Contract With Customer Liability [Roll Forward]    
Beginning balance $ 89,082 $ 109,282
Balances assumed as part of business acquisitions 890 0
Cash collected 67,663 66,593
Revenue recognized (72,244) (68,698)
Ending balance $ 85,391 $ 107,177
v3.25.2
Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Narrative (Details)
$ in Millions
Jun. 30, 2025
USD ($)
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2025-07-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue recognized, performance obligation $ 56.3
Period of performance obligation 6 months
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2026-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Revenue recognized, performance obligation $ 20.2
Period of performance obligation 1 year
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2027-01-01  
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction [Line Items]  
Period of performance obligation
v3.25.2
Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Deferred Device and Contract Costs (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Revenue from Contract with Customer [Abstract]    
Deferred device and contract costs, current $ 34,063 $ 33,188
Deferred device and contract costs, non-current 16,092 17,057
Total deferred device and contract costs $ 50,155 $ 50,245
v3.25.2
Revenue, Deferred Revenue, and Deferred Device and Contract Costs - Deferred Device and Contract Costs Rollforward (Details)
$ in Thousands
 6 Months Ended
Jun. 30, 2025
USD ($)
Deferred Device Cost And Other [Roll Forward]  
Beginning balance as of December 31, 2024 $ 50,245
Additions 22,882
Cost of revenue recognized (22,972)
Ending balance as of June 30, 2025 $ 50,155
v3.25.2
Inventories (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Inventory Disclosure [Abstract]    
Raw materials and purchased parts $ 11,704 $ 14,459
Work in process 640 600
Finished goods 25,815 23,079
Total inventories $ 38,159 $ 38,138
v3.25.2
Prepaid Expenses and Other Current Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Deferred Costs, Capitalized, Prepaid, and Other Assets Disclosure [Abstract]    
Prepaid expenses $ 85,589 $ 67,471
Deferred device and contract costs, current 34,063 33,188
Other receivables 8,574 9,809
Other current assets 1,833 2,828
Total prepaid expenses and other current assets $ 130,059 $ 113,296
v3.25.2
Acquisitions (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Apr. 30, 2025
Feb. 28, 2025
Jun. 30, 2025
Mar. 31, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Dec. 31, 2024
Asset Acquisition [Line Items]                
Payments to acquire businesses           $ 65,302 $ 0  
Goodwill     $ 283,190     283,190   $ 283,190
Impairment     $ 0   $ (790,000) $ (59,138) $ (790,000)  
UpLift Health Technologies, Inc                
Asset Acquisition [Line Items]                
Consideration transferred $ 29,600              
Contingent consideration $ 15,000              
Catapult Health                
Asset Acquisition [Line Items]                
Payments to acquire businesses   $ 65,300            
Cash acquired from acquisition   100            
Contingent earnout consideration   3,800            
Intangible assets   12,700            
Goodwill   $ 59,100            
Deductible percent   73.00%            
Impairment       $ (59,100)        
Teladoc Health                
Asset Acquisition [Line Items]                
Business combination, cash transaction amount       $ 27,000        
v3.25.2
Goodwill - Summary of Goodwill (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Goodwill [Roll Forward]        
Goodwill, beginning balance     $ 283,190  
Addition associated with business combination     59,138  
Impairment $ 0 $ (790,000) (59,138) $ (790,000)
Goodwill, ending balance 283,190   283,190  
Integrated Care        
Goodwill [Roll Forward]        
Goodwill, beginning balance     0  
Addition associated with business combination     59,138  
Impairment     (59,138)  
Goodwill, ending balance 0   0  
BetterHelp        
Goodwill [Roll Forward]        
Goodwill, beginning balance     283,190  
Addition associated with business combination     0  
Impairment     0  
Goodwill, ending balance $ 283,190   $ 283,190  
v3.25.2
Goodwill - Narrative (Details)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
USD ($)
Mar. 31, 2025
USD ($)
Jun. 30, 2024
USD ($)
Jun. 30, 2025
USD ($)
segment
Jun. 30, 2024
USD ($)
Goodwill [Line Items]          
Goodwill impairment $ 0   $ 790,000 $ 59,138 $ 790,000
Accumulated impairment charges 14,200,000     $ 14,200,000  
Number of reportable segments | segment       2  
Catapult Health          
Goodwill [Line Items]          
Goodwill impairment   $ 59,100      
Integrated Care          
Goodwill [Line Items]          
Goodwill impairment       $ 59,138  
Accumulated impairment charges 1,100,000     1,100,000  
BetterHelp          
Goodwill [Line Items]          
Goodwill impairment       0  
Accumulated impairment charges 800,000     800,000  
Prior Reportable Segment          
Goodwill [Line Items]          
Accumulated impairment charges $ 12,300,000     $ 12,300,000  
v3.25.2
Intangible Assets, Net and Certain Cloud Computing Costs - Intangible Assets, Net (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Finite-Lived Intangible Assets [Line Items]    
Gross Value $ 2,832,160 $ 2,694,709
Accumulated Amortization (1,448,854) (1,263,349)
Net Carrying Value $ 1,383,306 $ 1,431,360
Weighted Average    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life (Years) 8 years 4 months 24 days 8 years 8 months 12 days
Client and other relationships    
Finite-Lived Intangible Assets [Line Items]    
Gross Value $ 1,515,919 $ 1,453,811
Accumulated Amortization (553,147) (490,426)
Net Carrying Value $ 962,772 $ 963,385
Client and other relationships | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Useful Life 2 years 2 years
Client and other relationships | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Useful Life 20 years 20 years
Client and other relationships | Weighted Average    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life (Years) 10 years 10 months 24 days 11 years 7 months 6 days
Trademarks    
Finite-Lived Intangible Assets [Line Items]    
Gross Value $ 330,324 $ 324,229
Accumulated Amortization (271,208) (263,671)
Net Carrying Value $ 59,116 $ 60,558
Trademarks | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Useful Life 2 years 2 years
Trademarks | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Useful Life 15 years 15 years
Trademarks | Weighted Average    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life (Years) 5 years 2 months 12 days 5 years 9 months 18 days
Software    
Finite-Lived Intangible Assets [Line Items]    
Gross Value $ 644,057 $ 575,106
Accumulated Amortization (383,695) (293,588)
Net Carrying Value $ 260,362 $ 281,518
Software | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Useful Life 3 years 3 years
Software | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Useful Life 5 years 5 years
Software | Weighted Average    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life (Years) 2 years 2 years 1 month 6 days
Acquired technology    
Finite-Lived Intangible Assets [Line Items]    
Gross Value $ 341,860 $ 341,563
Accumulated Amortization (240,804) (215,664)
Net Carrying Value $ 101,056 $ 125,899
Acquired technology | Minimum    
Finite-Lived Intangible Assets [Line Items]    
Useful Life 4 years 4 years
Acquired technology | Maximum    
Finite-Lived Intangible Assets [Line Items]    
Useful Life 7 years 7 years
Acquired technology | Weighted Average    
Finite-Lived Intangible Assets [Line Items]    
Weighted Average Remaining Useful Life (Years) 2 years 3 months 18 days 2 years 9 months 18 days
v3.25.2
Intangible Assets, Net and Certain Cloud Computing Costs - Amortization by Components (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Finite-Lived Intangible Assets [Line Items]        
Amortization of intangible assets $ 88,664 $ 94,862 $ 172,968 $ 189,919
Amortization of capitalized software development costs 44,292 30,760 86,185 61,636
Amortization of acquired intangibles        
Finite-Lived Intangible Assets [Line Items]        
Amortization of intangible assets $ 44,372 $ 64,102 $ 86,783 $ 128,283
v3.25.2
Intangible Assets, Net and Certain Cloud Computing Costs - Periodic Amortization of Intangible Assets to be Charged to Expense over the Remaining Life of Intangible Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]    
2025 $ 167,792  
2026 288,550  
2027 216,672  
2028 121,973  
2029 and thereafter 588,319  
Net Carrying Value $ 1,383,306 $ 1,431,360
v3.25.2
Intangible Assets, Net and Certain Cloud Computing Costs - Narrative (Details) - USD ($)
$ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Dec. 31, 2024
Goodwill and Intangible Assets Disclosure [Abstract]          
Net cloud computing costs $ 44.4   $ 44.4   $ 44.8
Cloud computing expense $ 1.9 $ 1.2 $ 3.8 $ 2.4  
v3.25.2
Accrued Expenses and Other Current Liabilities (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Payables and Accruals [Abstract]    
Operating Lease, Liability, Current, Statement of Financial Position [Extensible Enumeration] Total Total
Marketing and advertising $ 38,099 $ 44,057
Franchise, sales and other taxes 36,582 28,112
Client performance guarantees and accrued rebates 30,604 36,865
Consulting fees/provider fees 16,807 18,974
Information technology 11,295 10,147
Professional fees 10,268 9,358
Operating lease liabilities—current 9,880 10,337
Insurance 7,860 7,653
Lease abandonment obligation—current 4,931 5,036
Staff augmentation 3,883 2,708
Interest payable 1,081 1,483
Other 31,014 27,427
Total $ 202,304 $ 202,157
v3.25.2
Convertible Senior Notes - Narrative (Details)
shares in Millions
 6 Months Ended
Jun. 01, 2025
USD ($)
May 15, 2025
USD ($)
May 19, 2020
USD ($)
May 08, 2018
USD ($)
Jun. 30, 2025
USD ($)
day
shares
Jun. 30, 2024
USD ($)
Dec. 31, 2024
USD ($)
debtInstrument
Jun. 04, 2020
USD ($)
Debt Instrument [Line Items]                
Repayments of outstanding principal         $ 550,629,000 $ 0    
2027 Notes, 2025 Notes and the 2022 Notes                
Debt Instrument [Line Items]                
Trading day observation period (in days) | day         25      
Notes | Convertible Notes Payable                
Debt Instrument [Line Items]                
Number of series of convertible senior debt outstanding | debtInstrument             3  
2027 Notes                
Debt Instrument [Line Items]                
Aggregate principal amount     $ 1,000,000,000.0   $ 1,000,000,000   $ 1,000,000,000  
Interest rate     1.25%          
Net proceeds from issuance of debt     $ 975,900,000          
Offering costs     $ 24,100,000          
2027 Notes | Convertible Notes Payable                
Debt Instrument [Line Items]                
Principal multiple amount used in the conversion of the debt instrument         $ 1,000      
Convertible debt, threshold, trading days (in days) | day         20      
Convertible debt, threshold, consecutive trading days (in days) | day         30      
Minimum percentage of common stock price as a percentage of the conversion price         130.00%      
Convertible debt, business days, measurement period (in days) | day         5      
Convertible debt, consecutive trading days, measurement period (in days) | day         10      
Trading price threshold         98.00%      
Shares reserved for issuance (in shares) | shares         4.1      
2025 Notes                
Debt Instrument [Line Items]                
Aggregate principal amount       $ 287,500,000 $ 0   725,000  
Interest rate       1.375%        
Net proceeds from issuance of debt       $ 279,100,000        
Offering costs       $ 8,400,000        
Repayments of outstanding principal   $ 600,000            
Livongo Notes                
Debt Instrument [Line Items]                
Aggregate principal amount         $ 0   $ 550,000,000 $ 550,000,000.0
Interest rate               0.875%
Repayments of outstanding principal $ 550,000,000.0              
v3.25.2
Convertible Senior Notes - Debt Outstanding (Details) - 2027 Notes
$ in Thousands
 6 Months Ended
Jun. 30, 2025
USD ($)
Dec. 31, 2024
USD ($)
Debt Instrument [Line Items]    
Principal Amount Outstanding $ 1,000,000  
Interest Rate Per Year 1.25%  
Fair value $ 921,000 $ 875,000
Conversion ratio 0.0041258  
Remaining contractual life 1 year 10 months 24 days  
v3.25.2
Convertible Senior Notes - Net Carrying Values of Debt (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Jun. 04, 2020
May 19, 2020
May 08, 2018
Debt Instrument [Line Items]          
Total net carrying amount $ 993,165 $ 1,542,141      
Convertible senior notes, net—current 0 550,723      
Convertible senior notes, net—non-current 993,165 991,418      
2025 Notes          
Debt Instrument [Line Items]          
Principal 0 725     $ 287,500
Less: Debt discount, net 0 (2)      
Total net carrying amount 0 723      
Livongo Notes          
Debt Instrument [Line Items]          
Principal 0 550,000 $ 550,000    
Less: Debt discount, net 0 0      
Total net carrying amount 0 550,000      
2027 Notes          
Debt Instrument [Line Items]          
Principal 1,000,000 1,000,000   $ 1,000,000  
Less: Debt discount, net (6,835) (8,582)      
Total net carrying amount $ 993,165 $ 991,418      
v3.25.2
Convertible Senior Notes - Total Interest Expense Recognized Related to Debt (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
2025 Notes        
Debt Instrument [Line Items]        
Contractual interest expense $ 1 $ 3 $ 3 $ 5
Amortization of debt discount 0 1 1 2
Total $ 1 $ 4 $ 4 $ 7
Effective interest rate 1.80% 1.80% 1.80% 1.80%
Livongo Notes        
Debt Instrument [Line Items]        
Contractual interest expense $ 802 $ 1,203 $ 2,005 $ 2,406
Amortization of debt discount 0 0 0 0
Total $ 802 $ 1,203 $ 2,005 $ 2,406
Effective interest rate 0.90% 0.90% 0.90% 0.90%
2027 Notes        
Debt Instrument [Line Items]        
Contractual interest expense $ 3,125 $ 3,125 $ 6,250 $ 6,250
Amortization of debt discount 874 861 1,746 1,719
Total $ 3,999 $ 3,986 $ 7,996 $ 7,969
Effective interest rate 1.60% 1.60% 1.60% 1.60%
v3.25.2
Leases - Narrative (Details)
Jun. 30, 2025
Minimum  
Lessee, Lease, Description [Line Items]  
Remaining lease terms 1 year
Options to extend lease terms 1 year
Lessor lease term 2 years
Maximum  
Lessee, Lease, Description [Line Items]  
Remaining lease terms 7 years
Options to extend lease terms 5 years
Lessor lease term 5 years
v3.25.2
Leases - Future Minimum Lease Payments (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Operating Leases:    
2025 $ 6,653  
2026 11,916  
2027 8,805  
2028 6,786  
2029 5,249  
2030 and thereafter 8,570  
Total future minimum payments 47,979  
Less: imputed interest (6,052)  
Present value of lease liabilities 41,927  
Accrued expenses and other current liabilities 9,880 $ 10,337
Operating lease liabilities, net of current portion $ 32,047 $ 32,135
v3.25.2
Restructuring - Narrative (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Restructuring Cost and Reserve [Line Items]        
Restructuring costs $ 5,692 $ 1,500 $ 10,039 $ 11,173
Other restructuring costs   100   2,800
Severance        
Restructuring Cost and Reserve [Line Items]        
Restructuring costs 5,400 $ 1,300 9,000 $ 8,300
Lease Termination        
Restructuring Cost and Reserve [Line Items]        
Restructuring costs 300   1,000  
Right-of-use asset impairment $ 100   $ 300  
v3.25.2
Restructuring - Accrual and Charges Incurred Related to Restructuring (Details) - Restructuring Plan
$ in Thousands
 6 Months Ended
Jun. 30, 2025
USD ($)
Restructuring Reserve [Roll Forward]  
Balance at beginning of year $ 6,188
Additions 9,701
Cash payments (9,092)
Balance at end of year 6,797
Severance  
Restructuring Reserve [Roll Forward]  
Balance at beginning of year 1,152
Additions 8,996
Cash payments (8,282)
Balance at end of year 1,866
Lease Termination  
Restructuring Reserve [Roll Forward]  
Balance at beginning of year 5,036
Additions 693
Cash payments (798)
Balance at end of year 4,931
Other  
Restructuring Reserve [Roll Forward]  
Balance at beginning of year 0
Additions 12
Cash payments (12)
Balance at end of year $ 0
v3.25.2
Stock-based Compensation - Narrative (Details)
shares in Millions, $ in Millions
 3 Months Ended 6 Months Ended
Jun. 30, 2025
USD ($)
shares
Jun. 30, 2025
USD ($)
shares
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Shares available for grant (in shares) | shares 8.7 8.7
Aggregate fair value of awards (in shares) | $ $ 82.1 $ 82.1
Restricted Stock Units (RSUs)    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Vesting period   3 years
Vesting percentage 33.33% 33.33%
Performance Shares    
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]    
Vesting period   3 years
v3.25.2
Stock-based Compensation - Total Compensation Costs for Stock-Based Awards (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense $ 22,344 $ 42,107 $ 47,507 $ 84,432
Capitalized stock-based compensation 1,904 3,390 4,481 7,287
Total stock-based compensation 24,248 45,497 51,988 91,719
Cost of revenue (exclusive of depreciation and amortization, which are shown separately)        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense 506 1,313 1,079 2,707
Advertising and marketing        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense 1,302 3,378 2,805 7,167
Sales        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense 3,594 6,953 7,853 14,920
Technology and development        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense 4,247 9,683 10,032 18,982
General and administrative        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense 12,695 20,780 25,738 40,656
Employee Stock Option        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense 747 2,228 1,815 3,899
Restricted Stock Units (RSUs)        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense 18,537 39,192 40,707 76,509
Performance Shares        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense 2,782 278 4,311 2,849
ESPP Shares        
Share-Based Payment Arrangement, Expensed and Capitalized, Amount [Line Items]        
Total stock-based compensation expense $ 278 $ 409 $ 674 $ 1,175
v3.25.2
Stock-based Compensation - Unrecognized Compensation Cost (Details)
$ in Thousands
 6 Months Ended
Jun. 30, 2025
USD ($)
Employee Stock Option  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Unearned Compensation $ 1,822
Weighted Average Remaining Life (Years) 2 years 1 month 6 days
Restricted Stock Units (RSUs)  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Unearned Compensation $ 106,952
Weighted Average Remaining Life (Years) 1 year 10 months 24 days
Performance Shares  
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]  
Unearned Compensation $ 23,597
Weighted Average Remaining Life (Years) 2 years 7 months 6 days
v3.25.2
Provision for Income Taxes (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Income Tax Disclosure [Abstract]        
Income tax (benefit) expense $ (7,763) $ 3,884 $ (26,018) $ 6,574
Discrete tax benefit for completion of a research and development tax credit study     20,100  
Income tax benefit related to acquisition     11,100  
Ordinary tax expense     $ 5,000  
v3.25.2
Segments - Narrative (Details)
 6 Months Ended
Jun. 30, 2025
segment
Segment Reporting [Abstract]  
Number of reportable segments 2
v3.25.2
Segments - Reconciliation of Segment Adjusted EBITDA to Consolidated Net Loss (Details) - USD ($)
$ in Thousands
 3 Months Ended 6 Months Ended
Jun. 30, 2025
Jun. 30, 2024
Jun. 30, 2025
Jun. 30, 2024
Segment Reporting Information [Line Items]        
Revenue $ 631,900 $ 642,444 $ 1,261,269 $ 1,288,575
Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation 190,537 188,059 387,366 382,597
Advertising and marketing, exclusive of stock-based compensation 167,547 170,270 335,732 353,599
Adjusted EBITDA 69,311 89,481 127,404 152,621
Stock-based compensation 22,344 42,107 47,507 84,432
Goodwill impairment 0 790,000 59,138 790,000
Acquisition, integration, and transformation costs 2,658 457 4,846 830
Restructuring costs 5,692 1,500 10,039 11,173
Amortization of intangible assets 88,664 94,862 172,968 189,919
Depreciation of property and equipment 4,338 1,703 7,902 4,537
Other expense (income), net (8,371) 563 (10,806) 933
Interest expense 4,473 5,648 10,238 11,297
Interest income (10,064) (13,572) (22,738) (27,514)
Loss before provision for income taxes (40,423) (833,787) (151,690) (912,986)
Provision for income taxes (7,763) 3,884 (26,018) 6,574
Net loss (32,660) (837,671) (125,672) (919,560)
Integrated Care        
Segment Reporting Information [Line Items]        
Goodwill impairment     59,138  
BetterHelp        
Segment Reporting Information [Line Items]        
Goodwill impairment     0  
Operating Segments | Integrated Care        
Segment Reporting Information [Line Items]        
Revenue 391,510 377,421 780,978 754,532
Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation 126,387 117,645 257,395 237,958
Other segment expenses 207,673 195,748 415,754 404,872
Adjusted EBITDA 57,450 64,028 107,829 111,702
Operating Segments | BetterHelp        
Segment Reporting Information [Line Items]        
Revenue 240,390 265,023 480,291 534,043
Cost of revenue, exclusive of depreciation, amortization, and stock-based compensation 63,643 69,100 128,891 141,931
Advertising and marketing, exclusive of stock-based compensation 134,292 135,708 267,264 282,705
Other segment expenses 30,594 34,762 64,561 68,488
Adjusted EBITDA $ 11,861 $ 25,453 $ 19,575 $ 40,919
v3.25.2
Segments - Geographic Data for Long-Lived Assets (Details) - USD ($)
$ in Thousands
Jun. 30, 2025
Dec. 31, 2024
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total long-lived assets $ 27,667 $ 29,487
United States    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total long-lived assets 23,321 25,686
International    
Revenues from External Customers and Long-Lived Assets [Line Items]    
Total long-lived assets $ 4,346 $ 3,801
v3.25.2
Subsequent Event (Details) - Subsequent Event - Revolving Credit Facility - The Revolving Credit Facility
$ in Millions
Jul. 17, 2025
USD ($)
Secured Overnight Financing Rate (SOFR)  
Subsequent Event [Line Items]  
Basis spread on variable rate 1.00%
Line of Credit  
Subsequent Event [Line Items]  
Term of debt agreement 5 years
Maximum borrowing capacity $ 300.0
Unused capacity, commitment fee percentage 0.50%
Covenant maximum secured net leverage ratio 3.50
Covenant, maximum secured net leverage ratio, covenant holiday following permitted acquisitions or collaborations 400.00%
Covenant minimum interest coverage ratio 3.00
Line of Credit | Federal Fund Rate  
Subsequent Event [Line Items]  
Basis spread on variable rate 0.50%
Line of Credit | Minimum  
Subsequent Event [Line Items]  
Basis spread on variable rate 2.75%
Line of Credit | Minimum | Secured Overnight Financing Rate (SOFR)  
Subsequent Event [Line Items]  
Basis spread on variable rate 1.75%
Line of Credit | Maximum  
Subsequent Event [Line Items]  
Basis spread on variable rate 3.25%
Line of Credit | Maximum | Secured Overnight Financing Rate (SOFR)  
Subsequent Event [Line Items]  
Basis spread on variable rate 2.25%