Before its IPO, OURA dedicated $1.17 billion to repurchase securities held by certain shareholders. This operation invites us to look at private financing differently, because behind the amounts announced, we must distinguish what finances the activity, what allows security holders to recover liquidity and what modifies the company’s balance sheet.
OURA’s IPO prospectus has a discrepancy that deserves explanation. Over the nine months ended June 30, 2026, the manufacturer of connected rings generated $60.8 million in net profit, but posted a loss attributable to ordinary shareholders of $924.3 million. This difference comes from a deemed dividendor deemed dividend, of $985 million. It corresponds to the accounting treatment of the difference between the price paid to repurchase preferred shares and their value recorded in the accounts. This is neither an operating loss nor a dividend paid in addition to buybacks.
Cash outflows are, for their part, very real. To repurchase these securities, OURA mobilized resources from its fundraising, its activity and its borrowings. During the period, the company notably drew down $375 million on its credit line, mainly to finance share buybacks and general needs. Some shareholders were thus able to convert part of their stake into cash before the listing, while the company recorded a debt on its balance sheet.
OURA is not an isolated case. Groupon, GoPro, Zoom, Stripe and Databricks have organized, at different stages of their development, operations allowing investors or employees to access liquidity without waiting for an IPO. Their arrangements are not interchangeable, however, and each illuminates a different way of circulating capital.
GROUPON: raising new capital to buy back old securities
Between December 2010 and January 2011, Groupon completed a $946 million Series G gross. According to its prospectus, the company used $809.8 million, or nearly 86% of that sum, to repurchase common and preferred stock held by certain shareholders. The mechanism is simple to understand: investors subscribe for new securities, then the company uses a large part of the funds received to buy back existing holdings. The raising therefore largely financed the liquidity of holders of old securities, and not only the development of the activity.
GOPRO: borrowing to distribute a dividend
GoPro illustrates another way. In December 2012, the company arranged bank financing to pay a $117.4 million dividend. Its 2014 prospectus then planned to use a portion of the IPO proceeds to repay the term loan, the balance of which still reached $111 million as of March 31, 2014.
Unlike a buyback, the dividend allowed shareholders to receive money without selling their shares. The company took on debt to make the distribution, then planned to raise capital from the IPO to pay off that debt. The listing was thus intended to contribute to the reimbursement of financing which had benefited private shareholders, and not only to finance future activity.
ZOOM: repurchase shares and record a “deemed dividend”
The prospectus prepared by Zoom for its 2019 IPO provides a precedent particularly close to the accounting treatment observed at OURA. In December 2016, in conjunction with its Series D, Zoom repurchased approximately $15 million of Series A preferred stock, then repurchased $4.6 million worth during the fiscal year ended January 31, 2018. In both cases, the securities were canceled and the difference between their repurchase price and their book value was treated as a deemed dividend.
Cancellation reduces the number of shares in circulation, while the deemed dividend affects the calculation of profit attributable to ordinary shareholders, without constituting an operating expense.
STRIPE: financing employee liquidity rather than exploitation
In March 2023, Stripe announced a raising of more than $6.5 billion intended to provide liquidity to employees and former employees, as well as to cover tax obligations linked to their stock-based compensation. The company then clarified that it did not need this capital to operate its business. The system provided for the cancellation of securities in order to compensate for the issue of new shares to investors.
The lifting here aimed to make part of the value accumulated by the teams accessible, while managing the tax consequences and dilution associated with their remuneration.
DATABRICKS: combining growth, credit and liquidity
In January 2025, Databricks announced the closing of $10 billion in equity financing, accompanied by $5.25 billion in credit facilities. The uses presented combined product development, acquisitions, international expansion, liquidity of employees and former employees, and corresponding taxes. The arrangement brought together several objectives in the same financial transaction. The credits included a revolving line of 2.5 billion undrawn at the time of the announcement, and the press release did not specify the part of the financing intended for employee liquidity.
The decisive difference: who pays the shareholders?
These examples lead us to distinguish the liquidity of shareholders from that of the company. In a direct secondary sale, a buyer acquires the securities of an existing holder: the money circulates between them, without providing resources to the company. In a buyout, the company pays the sellers. The two can coexist: in February 2024, Stripe announced a new liquidity offering financed mainly by investors, while planning to use part of its own capital to buy back shares.
The economic effect then depends on the financing retained; a buyout paid from cash reduces the available resources. A debt-financed buyout adds a repayment obligation. An issue of new shares provides capital, but its effect on dilution must be assessed with possible cancellations of securities.
Organizing an exit for certain shareholders therefore does not automatically produce a profit for those who remain. The price paid, the rights attached to the shares and the means retained to develop the company remain decisive. The montages from Groupon, GoPro, and Zoom show precisely why these dimensions need to be examined separately.
At OURA, this analysis must also take into account activity. The group produced $328 million in operating cash flow over the nine months studied. This amount, however, benefited from the reduction in stocks, the increase in subscriptions collected in advance and the increase in amounts due to manufacturers. It constitutes a real resource, but is not sufficient to establish a sustainable rate of cash generation.
For OURA, the IPO opens a new stage of liquidity
OURA’s first prospectus provides for both the issuance of new shares and the sale of securities by existing shareholders. Only the first component will bring funds to the company; the proceeds from the second will go to the sellers. Quantities and prices are not provided in this version of the document. The distribution between these two components will therefore be more informative than just the total amount of the offer.
Precedents show that a company can finance its growth, reorganize its capital and provide liquidity to its shareholders on separate timetables. To assess the OURA project, it will now be necessary to examine together the capital actually raised by the group, the new transfers from shareholders and the planned use of the funds, in particular their possible allocation to the repayment of the debt.
After an initial liquidity organized on the private markets, the question is no longer only to know how much OURA will be worth on the stock market, but to understand what means the company will retain to finance the future.
