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DUBLIN, March 31, 2026 (GLOBE NEWSWIRE) — The following is an open letter issued by Pineal Capital Management:
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Board of Directors
Teladoc Health, Inc.
2 Manhattanville Road, Suite 203
Purchase, NY 10577
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31st March 2026
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**See disclaimers at end of letter**
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Dear Members of the Board, Management and Fellow Stakeholders,
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Pineal Capital Management (“We”), the Advisor to Pineal Capital Fund 1 (the ‘’Fund’’), is a special opportunities investment advisor, seeking deep-value opportunities within secular growth markets, with a specific focus on companies that are under-owned, under-researched and underperforming. Pineal Capital Fund 1 is a shareholder in Teladoc Health (“Teladoc” or the “Company”).
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We have engaged with the Board and management team of Teladoc for several months. Whilst we have found the management team open and engaging, the board’s slow pace of action around key areas leaves the company open to an opportunistic takeover approach given the depressed valuation of the company’s stock at present. This is more pertinent now than ever, given the recent Talkspace transaction. As shareholders we would like the company to unlock the tremendous value that we see, as an independent, public company. We believe the current market price is heavily disconnected from the true embedded value of the business and significantly misprices its positive, longer-term prospects.
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Teladoc is the clear global leader in virtual healthcare, operating two core segments: (1) Integrated Care, an enterprise virtual-care platform serving employers, health plans, and government programs, and (2) BetterHelp, the world’s largest direct-to-consumer and payor-supported mental-health platform. With a trusted brand, a member base exceeding 100 million lives, a strong balance sheet, and scale that smaller competitors cannot match, Teladoc is uniquely positioned to capture the secular tailwinds in telehealth and virtual care.
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This letter sets forth a brief overview of the investment thesis we see in Teladoc and calls on the Board of Directors and management team to take decisive action to realise Teladoc’s full potential as a global leader in virtual healthcare.
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Despite being the clear global leader in virtual healthcare, the company trades at a distressed-level valuation of ~4.18x 2026 EV/EBITDA and ~14% FCF yield (as per Bloomberg consensus data at the time of writing) due to a series of missteps that have eroded investor confidence. These include:
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- Over-valued Acquisitions: Specifically, the ill-timed acquisition of Livongo in 2020. This was completed at a significant premium and has yet to deliver the expected value. This was unnecessarily partially financed with convertible debt. Did the Board believe the company’s stock was undervalued at the time when its share price was ~$125 per share? Why take on any debt at that time? This Board has little self-funded “skin in the game.” When we look at the inaction around share buybacks today, we wonder is this company governed by a board that fully appreciates valuation, capital structure, equity value creation and the importance of timely action? We note the company has referenced potential buybacks, but no action has been taken to date.
- Capital Allocation: Given the history of poor capital allocation, we believe the Board should clearly outline its current investment criteria for acquisitions. It is difficult to see how Teladoc can complete M&A transactions that are value accretive at the present juncture given its depressed valuation. The Company has completed the following acquisitions in recent times: $65mm on Catapult (earn-out up to $5mm), $30mm on UpLift (earn-out up to $15mm) and ~$16.6mm on Telecare Australia. We do not know how this $131.6mm of committed capital (upfront plus earn-outs) contributes to Teladoc’s earnings now or on a go-forward basis. We also note goodwill impairment charges were incurred against two of these recent transactions in 2025. Will Teladoc continue to favour strategic bolt-on deals that are non-accretive to earnings? We understand the need to address gaps in the Company’s offerings, and we agree with the strategic rationale of these transactions, but we are unclear as to what the expected financial returns are. The risk here is that the real benefit of these deals flow to an opportunistic acquirer and not existing shareholders.
- Stock Performance: No credible plan to address the chronically undervalued and underperforming stock price. The stock has declined more than 90% from pre-COVID highs (and ~98% from the post-COVID highs) despite the company’s strengthened competitive position. In our view, Teladoc should be repurchasing stock at present levels. The Company has an under-geared balance sheet, and we believe any private equity acquirer would meaningfully re-gear this balance sheet. We would encourage the Company to pull on the value-creating levers before a would-be acquirer does so in private hands.
- Investor Communication: The absence of a clear, publicly articulated multi-year business plan via an Investor Day, along with updated investor relations materials has not helped market sentiment or understanding of the stock. Investors remain unclear on capital-allocation priorities, segment-level targets, and the path to sustainable earnings growth.
- Equity Dilution: Persistent, high stock-based compensation has meaningfully diluted existing shareholders and indicates a misalignment between management incentives and long-term value creation. Since 2020, basic shares outstanding have increased from ~90 million to ~177 million as of December 2025. The absence of share buybacks to offset this dilution at any time in the Company’s public history (and not least in recent months with the stock price being so depressed), illustrates the misallocation of capital and a forgoing of value creation for shareholders.
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