The filing is a Schedule 13G disclosing that Andreessen Horowitz-related entities and principals report beneficial ownership in Omada Health, Inc. (OMDA) as of June 30, 2025. Andreessen Horowitz Fund IV, L.P. directly holds 4,210,602 shares (reported as 7.6% of the class) and AH Parallel Fund IV, L.P. directly holds 403,972 shares (reported as 0.7% of the class), producing an aggregate reported position of 4,614,574 shares, equal to 8.3% of outstanding common stock based on 55,744,340 shares outstanding per the issuer prospectus dated June 5, 2025. The filing identifies Andreessen and Horowitz as individuals with shared voting and dispositive power over the aggregated holdings and includes powers of attorney and a joint filing agreement.
Positive
Material stake disclosed: Combined ownership of 4,614,574 shares (8.3%) provides clear transparency to the market
Established investors: Ownership by Andreessen Horowitz signals sustained institutional interest and potential operational support
Negative
None.
Insights
TL;DR Large venture capital ownership reported: Andreessen Horowitz and principals hold 8.3% of OMDA, a material stake that may influence corporate governance.
The Schedule 13G reports that Andreessen Horowitz Fund IV and affiliated parallel vehicles directly own 4,614,574 shares, representing 8.3% of Omada Health on the 55.7 million share base disclosed in the prospectus. For investors, a single institutional/insider grouping with >5% is material because it can affect voting outcomes for board elections, governance proposals and potential transaction dynamics. The structure shows certain funds hold sole dispositive power over their record holdings while the named principals are reported to have shared voting and dispositive power through management roles of the general partner entities.
TL;DR Ownership concentration by a prominent VC firm and its principals creates potential influence over director selection and strategic decisions.
The filing indicates coordinated ownership reporting by multiple related entities and the two named individuals, with executed powers of attorney and a joint filing agreement. This setup is typical of venture investors who maintain control via GP structures while reporting beneficial ownership for regulatory disclosure. The disclosed shared voting power of 4,614,574 shares suggests Andreessen and Horowitz could act jointly on governance matters, which is material for board composition and shareholder votes.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
Omada Health, Inc.
(Name of Issuer)
Common Stock, $0.001 par value
(Title of Class of Securities)
68170A108
(CUSIP Number)
06/30/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
68170A108
1
Names of Reporting Persons
Andreessen Horowitz Fund IV, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,210,602.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,210,602.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,210,602.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
68170A108
1
Names of Reporting Persons
AH Equity Partners IV, L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
4,210,602.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
4,210,602.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,210,602.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
7.6 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
68170A108
1
Names of Reporting Persons
AH Parallel Fund IV, L.P.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
403,972.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
403,972.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
403,972.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
PN
SCHEDULE 13G
CUSIP No.
68170A108
1
Names of Reporting Persons
AH Equity Partners IV (Parallel), L.L.C.
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
DELAWARE
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
403,972.00
6
Shared Voting Power
0.00
7
Sole Dispositive Power
403,972.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
403,972.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
0.7 %
12
Type of Reporting Person (See Instructions)
OO
SCHEDULE 13G
CUSIP No.
68170A108
1
Names of Reporting Persons
Marc L. Andreessen
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,614,574.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,614,574.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,614,574.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
CUSIP No.
68170A108
1
Names of Reporting Persons
Benjamin A. Horowitz
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
4,614,574.00
7
Sole Dispositive Power
0.00
8
Shared Dispositive Power
4,614,574.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
4,614,574.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
8.3 %
12
Type of Reporting Person (See Instructions)
IN
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
Omada Health, Inc.
(b)
Address of issuer's principal executive offices:
611 Gateway Blvd, Suite 120, South San Francisco, CA, 94080.
Item 2.
(a)
Name of person filing:
The names of the persons filing this report (collectively, the "Reporting Persons") are:
Andreessen Horowitz Fund IV, L.P. ("AH IV")
AH Equity Partners IV, L.L.C. ("AH Equity IV")
AH Parallel Fund IV, L.P. ("AH Parallel IV")
AH Equity Partners IV (Parallel), L.L.C. ("AH Equity Parallel IV")
Mark L. Andreessen ("Andreessen")
Benjamin A. Horowitz ("Horowitz")
The Reporting Persons expressly disclaim status as a "group" for purposes of this Schedule 13G.
(b)
Address or principal business office or, if none, residence:
The address for each of the Reporting Persons is:
Andreessen Horowitz
2865 Sand Hill Road, Suite 101
Menlo Park, CA 94025
(c)
Citizenship:
AH IV Delaware
AH Equity IV Delaware
AH Parallel IV Delaware
AH Equity Parallel IV Delaware
Andreessen United States
Horowitz United States
(d)
Title of class of securities:
Common Stock, $0.001 par value
(e)
CUSIP No.:
68170A108
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
Row 9 of each Reporting Person's cover page to this Schedule 13G sets forth the aggregate number of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
The Reporting Persons ownership of the Issuer's securities includes (i) 4,210,602 shares of common stock directly held by AH IV; and (ii) 403,972 shares of common stock directly held by AH Parallel IV.
AH Equity IV is the general partner of AH IV and may be deemed to have sole power to vote and sole power to dispose of the shares of the Issuer held of record by AH IV for itself and as nominee of Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P. and Andreessen Horowitz Fund IV-Q, L.P. Andreessen and Horowitz are managing members of AH Equity IV and may be deemed to have shared voting and shared dispositive power over the shares held of record by AH IV for itself and as nominee.
AH Equity Parallel IV is the general partner of AH Parallel IV and may be deemed to have sole power to vote and sole power to dispose of shares of the Issuer held of record by AH Parallel IV for itself and as nominee of AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B, L.P., and AH Parallel Fund IV-Q, L.P. Andreessen and Horowitz are managing members of AH Equity Parallel IV and may be deemed to have shared voting and shared dispositive power over the shares held of record by AH Parallel IV for itself and as nominee.
(b)
Percent of class:
Row 11 of each Reporting Person's cover page to this Schedule 13G sets forth the percentages of the securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference. The percentage set forth in each row 11 is based upon 55,744,340 shares of common stock outstanding as of June 9, 2025, as disclosed in the Issuer's prospectus dated June 5, 2025 filed with the Securities and Exchange Commission (the "SEC") on June 9, 2025.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
Row 5 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(ii) Shared power to vote or to direct the vote:
Row 6 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to vote or to direct the vote of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iii) Sole power to dispose or to direct the disposition of:
Row 7 of each Reporting Person's cover page to this Schedule 13G sets forth the sole power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
(iv) Shared power to dispose or to direct the disposition of:
Row 8 of each Reporting Person's cover page to this Schedule 13G sets forth the shared power to dispose or to direct the disposition of securities of the Issuer beneficially owned by such Reporting Person as of June 30, 2025 and is incorporated by reference.
Item 5.
Ownership of 5 Percent or Less of a Class.
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
If any other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, such securities, a statement to that effect should be included in response to this item and, if such interest relates to more than 5 percent of the class, such person should be identified. A listing of the shareholders of an investment company registered under the Investment Company Act of 1940 or the beneficiaries of employee benefit plan, pension fund or endowment fund is not required.
Under certain circumstances set forth in the limited partnership agreements of each of AH IV and AH Parallel IV and the limited liability company agreements of AH Equity IV and AH Equity Parallel IV, the general partner and limited partners or members, as the case may be, of each of such entities may be deemed to have the right to receive dividends from, or the proceeds from, the sale of shares of the Issuer owned by each such entity of which they are a partner or a member, as the case may be.
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
Not Applicable
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Andreessen Horowitz Fund IV, L.P.
Signature:
/s/ Phil Hathaway
Name/Title:
By AH Equity Partners IV, L.L.C., Its General Partner, By Phil Hathaway, Chief Operating Officer (See Note 1)
Date:
08/14/2025
AH Equity Partners IV, L.L.C.
Signature:
/s/ Phil Hathaway
Name/Title:
By Phil Hathaway, Chief Operating Officer
Date:
08/14/2025
AH Parallel Fund IV, L.P.
Signature:
/s/ Phil Hathaway
Name/Title:
By AH Equity Partners IV (Parallel), L.L.C., Its General Partner, By Phil Hathaway, Chief Operating Officer (See Note 2)
Date:
08/14/2025
AH Equity Partners IV (Parallel), L.L.C.
Signature:
/s/ Phil Hathaway
Name/Title:
By Phil Hathaway, Chief Operating Officer
Date:
08/14/2025
Marc L. Andreessen
Signature:
/s/ Phil Hathaway
Name/Title:
By Phil Hathaway, Attorney-in-Fact
Date:
08/14/2025
Benjamin A. Horowitz
Signature:
/s/ Phil Hathaway
Name/Title:
By Phil Hathaway, Attorney-in-Fact
Date:
08/14/2025
Comments accompanying signature: Note 1: Andreessen Horowitz Fund IV, L.P. for itself and as nominee for Andreessen Horowitz Fund IV-A, L.P., Andreessen Horowitz Fund IV-B, L.P. and Andreessen Horowitz Fund IV-Q, L.P.
Note 2: AH Parallel Fund IV, L.P. for itself and as nominee for AH Parallel Fund IV-A, L.P., AH Parallel Fund IV-B L.P. and AH Parallel Fund IV-Q, L.P.
Exhibit Information
Exhibit 24.1 Power of Attorney for Marc L. Andreessen, dated June 23, 2023.
Exhibit 24.2 Power of Attorney for Benjamin A. Horowitz, dated June 22, 2023.
Exhibit 99.1 Joint Filing Agreement
How many Omada Health (OMDA) shares does Andreessen Horowitz report owning?
The filing reports an aggregate of 4,614,574 shares beneficially owned by Andreessen Horowitz entities and principals.
What percentage of OMDA does the reported holding represent?
The reported holdings represent 8.3% of Omada Health's common stock based on 55,744,340 shares outstanding per the issuer prospectus.
Which specific funds hold shares in OMDA according to the Schedule 13G?
Andreessen Horowitz Fund IV, L.P. holds 4,210,602 shares (7.6%) and AH Parallel Fund IV, L.P. holds 403,972 shares (0.7%).
Do Marc Andreessen and Ben Horowitz have voting power over the shares?
Yes. The filing reports that Marc Andreessen and Ben Horowitz have shared voting and dispositive power over the aggregated holdings through their roles in the general partner entities.
What supporting documents are attached to the filing?
Exhibits listed include Exhibit 24.1 and 24.2 (Powers of Attorney) and Exhibit 99.1 (Joint Filing Agreement).
