Amendments to Bylaws (Form 8-K)

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On June 9, 2025, Omada Health, Inc. (the "Company") filed its restated certificate of incorporation (the "Certificate of Incorporation") with the Secretary of State of the State of Delaware, and its amended and restated bylaws (the "Bylaws") became effective in connection with the closing of the initial public offering of shares of the Company's common stock. As described in the final prospectus, dated June 5, 2025 (the "Prospectus"), relating to the Registration Statement on Form S-1 (File No. 333-287156), as amended, filed with the Securities and Exchange Commission on June 9, 2025, pursuant to Rule 424(b) under the Securities Act of 1933, as amended, the Company's board of directors and stockholders previously approved the amendment and restatement of these documents to be effective immediately prior to the closing of the Company's initial public offering. A description of certain provisions of the Certificate of Incorporation and the Bylaws is set forth in the section titled "Description of Capital Stock" in the Prospectus.

The foregoing description of the Certificate of Incorporation and the Bylaws is qualified in its entirety by reference to (1) the Certificate of Incorporation filed as Exhibit 3.1 hereto and (2) the Bylaws filed as Exhibit 3.2 hereto, each of which is incorporated herein by reference.

On June 9, 2025, the Company completed its initial public offering of an aggregate of 9,085,000 shares of its common stock at a price to the public of $19.00 per share, which includes the exercise in full by the underwriters of their option to purchase from the Company 1,185,000 shares of the Company's common stock. The gross proceeds to the Company from the initial public offering were $172,615,000, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company.