Check the 3 S-1 lines that show the IPO RSU tax bill

If your RSUs vest at the IPO, open the S-1 before the price is set. On September 21, 2026, Oura Inc. set a planned public offering range of $40 to $44 per share for 50 million shares, making the midpoint deal value about $2.1 billion. At the $42 midpoint, the company’s own net proceeds were estimated at $532.6 million, of which $526.4 million was earmarked for RSU withholding and only about $6.2 million was left for general corporate purposes. The company was mostly funding the tax bill on shares that vest at the listing, not raising a large operating budget.

The trap is that a large deal can look like new money for the company. Investors see the headline and assume a war chest. Employees see the public price and assume their vested shares are cash in hand. The filing separates those stories: which shares are sold by the company, which are sold by existing holders, and how many shares are kept to cover taxes.

A big offering can hide a small company payout

The secondary portion of the offering is 36.5 million shares, equal to 73% of the total, and that cash does not go to Oura. Forerunner Ventures, the Series B lead from fiscal 2020, is selling all 28,679,908 shares of its 9.3% position, a stake worth about $1.2 billion at $42. A $1 increase in the IPO offer price would add about $12.7 million to Oura’s net proceeds and about $12.5 million to the RSU withholding bill.

Read the use-of-proceeds before the price is set

The section is the fastest place to test the company’s cash story before the market sets the price. It lists the cash the company expects to receive and the amounts already committed to RSU settlement. For an employee, it answers two questions: how much cash reaches the company, and how much of that cash is already committed to RSU withholding.

For the RSU settlement tied to the offering, the assumed blended withholding rate was 47.7%, corresponding to 12,150,103 shares held back and 13,338,451 shares netted to employees, the shares they keep. The tax bill comes out of shares, not cash.

Most pre-IPO Oura RSUs had a four-year service condition plus a performance condition that cleared when the IPO paperwork was approved, so grants that had already met the service condition would vest in one event. The settlement line matters before the first trade because the withholding is set by that event, not by later sales.

At tax time, your W-2 will report the income counted when the RSUs vested and the related taxes withheld. Vesting and delivery usually happen the same day, but a delivery lag can make the share price on the delivery date determine the taxable income. A lockup, a temporary ban on selling, may delay a sale, but the withholding is already set by the settlement.

The 3-line check shows the real company payout

Use these three lines to separate the company’s cash from the employee tax bill.

• Primary versus secondary shares. Find the shares sold by the company and the shares sold by existing holders. Subtract the secondary shares from the total to see what portion of the offering is company-funded.
• Company net proceeds. Locate the use-of-proceeds line and subtract any RSU withholding amount from the company’s net proceeds. The remainder is what the company can actually spend.
• RSU withholding line. Read the shares withheld for taxes and the shares netted to employees. Divide the withheld shares by the total settled shares to estimate the blended withholding rate.

Run it before pricing, when the numbers are still assumptions, and again after pricing, when they are commitments.