UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~May 7~~June 16, 2026

Date of Report (date of earliest event reported)

Omada Health, Inc.

(Exact name of registrant as specified in its charter)


Delaware	001-42679	45-2355015
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

611 Gateway Blvd, Suite 120 South San Francisco, California		94080
(Address of Principal Executive Offices)		(Zip Code)

(888) 987-8337

Registrant's telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

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

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

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

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

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


Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common stock, $0.001 par value per share	OMDA	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company x

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

Item 25.0207 ~~Results~~Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders

On ~~May 7~~June 16, 2026, Omada Health, Inc. (~~"Omada"~~the “Company”) ~~issued~~held aits ~~press~~2026 ~~release~~Annual ~~announcing~~Meeting ~~its~~of ~~financial~~Stockholders ~~results~~(the ~~for~~“Annual Meeting”). At the ~~three~~Annual ~~months~~Meeting, ~~ended~~the ~~March 31~~Company’s stockholders voted on the two proposals outlined in the Company’s definitive proxy statement on Schedule 14A filed with the U.S. Securities and Exchange Commission on April 28, 2026. AHolders ~~copy~~ of the ~~press~~Company’s ~~release~~common isstock ~~furnished~~were asentitled ~~Exhibit~~to ~~99.1~~one tovote ~~this~~for ~~Current~~each ~~Report~~share held as of the close of business on ~~Form~~April ~~8-K~~20, ~~and~~2026, isthe ~~incorporated~~record ~~herein~~date byfor ~~reference~~the Annual Meeting (the “Record Date”).

~~The~~At information furnished pursuant to Item 2.02 of this Current Report on Form 8-K, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for purposes of Section 18 of the ~~Securities~~Annual ~~Exchange Act of 1934~~Meeting, ~~as amended (~~the ~~"Exchange~~Company’s ~~Act"),~~stockholders orvoted ~~otherwise~~on ~~subject to~~ the ~~liabilities~~following of that section, nor shall it be deemed incorporated by reference into any other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.proposals:

~~Item 9~~1.~~01 Financial~~ ~~Statements~~To elect each of Sean Duffy and ~~Exhibits~~Trevor Fetter as Class I Directors to serve until the Company’s 2029 annual meeting of stockholders and until each such director’s successor is elected and qualified; and

~~(d)~~2. ~~Exhibits~~To ratify the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026.

Ex. Number			Ex. Description
99.1			Press Release
104			Cover Page Interactive Data File (embedded within the Inline XBRL document).

The final voting results for each of these proposals are as follows:

Proposal One - Election of Class I Directors


NOMINEE	FOR	WITHHELD	BROKER NON-VOTERS
Sean Duffy	18,540,089	9,134,162	13,920,625
Trevor Fetter	18,538,042	9,136,209	13,920,625

Based on the votes set forth above, Sean Duffy and Trevor Fetter were elected to serve as Class I Directors until the Company’s 2029 annual meeting of stockholders and until each such director’s respective successor is elected and qualified.

Proposal Two – Ratification of the Appointment of Independent Registered Public Accounting Firm


FOR	AGAINST	ABSTAIN
41,550,689	16,905	27,282

Based on the votes set forth above, the stockholders ratified the appointment of Deloitte & Touche LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2026. There were no broker non-votes on this proposal.

SIGNATURES

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

OMADA HEALTH, INC.

Date: May 7, 2026

By:

/s/ Sean Duffy

Date: June 16, 2026

By:

/s/ Sean Duffy

Sean DuffyChief Executive Officer

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