Oura ring maker faces trio of stock option lawsuits by ex-promoters. What happened?

What do a former NFL quarterback, a prominent doctor and a marketing expert have in common?

They all say they cut deals to promote health-tracking smart ring Oura in exchange for stock options worth millions of dollars that the company later refused to honor. And now, they all are suing.

Disputes over the valuation of stock options — considered the lifeblood of Silicon Valley — are not rare. But the three separate cases, including a claim by former Super Bowl MVP Drew Brees, against San Francisco-based Oura Ring and its Finnish parent Oura Health Oy present a thorny issue that courts across the country continue to grapple with. That is, when two parties agree to arbitrate in one context, how broadly does that stretch to cover other disputes?

More specifically, how is it that despite similar allegations, Brees in late May was ordered by a San Francisco Superior Court judge to arbitrate his case in Helsinki under Finnish law, while a comparable suit by physician and writer Peter Attia survived review in March by the 9th U.S. Court of Appeals and is now proceeding in federal court in Oakland, California?

Brees and Attia, as well as their outside counsel, did not respond to requests for comment, nor did Oura or its lawyers from Buchalter and McMahon Serepca.

To date, the litigation has focused more on procedural questions than the merits, but Oura in court papers has denied wrongdoing and said that its board of directors never authorized the stock option grants, making the deals invalid.

The most recent suit was filed last week by marketer Gordy Bal, a Victoria, Canada-based author and founder of CTR Capital, and it lays out a now-familiar set of claims against Oura.

According to the complaint filed in U.S. District Court for the Northern District of California, Bal was an early investor in Oura, as well as serving as the company’s “primary marketing arm” in its early years as a cash-strapped start-up.

Oura, which was founded in Finland in 2013, makes a smart ring that tracks health data such as heart rate, sleep stages and physical activity.

In 2018, Bal said he invested 400,000 euros in Oura and also struck a deal with the company’s then-CEO Harpreet Singh Rai to provide heavily discounted marketing and media services. In exchange, Bal said he got stock options that were contingent on Oura reaching certain sales targets.

The privately held company went on to experience explosive growth. According to a press release, Oura after its latest round of financing was valued at $5.2 billion in December 2024.

But when Bal last year tried to exercise his stock options — 670,841 common shares that he estimates are worth about $16 million — Oura “formally indicated that it was unwilling and unable” to allow him to do so, his complaint alleges.

“All that my client wants is for Oura to honor its end of the bargain, since he honored his,” Susman Godfrey partner Jenna Farleigh, who represents Bal, told me.

The first hurdle may be jurisdiction — and that’s where Attia and Brees’ fates have sharply diverged.

Attia in 2023 was the first to file suit. Like Bal, the doctor invested in Oura and also provided advisory and promotional services in exchange for purported stock options.

Oura in arguing Attia was required to arbitrate his claim pointed to its “broad” shareholders agreement covering investments in the company. The agreement specifies the Finnish forum and choice of law and applies to disputes including the “transfer of Equity Securities.”

U.S. District Judge Haywood Gilliam in Oakland was not persuaded, ruling in 2024 that the arbitration provision didn’t apply. In March, the 9th Circuit in an unpublished opinion upheld his decision.

Attia “agreed to arbitrate claims arising from his relationship as a shareholder, but not those arising in other contexts” such as his work as an adviser to Oura, Gilliam found. He likened the circumstances to the 9th Circuit’s 2023 decision in Johnson v. Walmart. In that case, the appeals court held that just because a Walmart customer agreed to arbitrate disputes involving online purchases, that agreement didn’t cover in-store engagements.

Brees’ lawsuit has played out differently. He sued in 2024 in San Francisco state court and successfully opposed removal to the Northern District of California.

Brees alleges that in 2018, he signed a deal for what turned out to be more than 400,000 shares of stock for promoting the Oura ring. The company never actually tapped him to do any work, he acknowledges. Still, he said he was “ready, willing, and able” to do so in claiming that he’s entitled to the promised stock options.

Like Bal and Attia, Brees signed a short options agreement that makes no mention of arbitration but does state that it incorporates the terms of Oura’s "2018 equity plan."

All parties agree there is no 2018 plan — it doesn’t exist. But Oura did have a 2016 equity plan, which it revised in 2019, and both of those mandate arbitration.

Good enough, Judge Harold Kahn, who retired in 2022 but continues to hear cases, ruled on May 29. The reference to the 2018 plan was “a mistake,” he held in adopting Oura’s proposed three-page order compelling arbitration and was “objectively intended to be to either the 2016 equity plan or the 2019 equity plan.”

What reasoning will carry the day in Bal’s case remains to be seen, but the ramifications may go beyond a long flight to Helsinki for a hearing behind closed doors. According to Oura, under Finnish law only the board of directors – and not the CEO – of a Finnish company can approve the issuance of equity. If so, that would seem to support the company’s defense that all the options grants are in fact invalid.