Oscar Health, Inc.

Current report (Form 8-K) · Jun 9, 2026 · Item 5.07

Company

Oscar Health, Inc.

Documents

Primary topic

Item 5.07

Filed

Jun 9, 2026

Filing summary Workforce analysis SEC documents(6)Filing text

Type

8-K

File

oscr-20260604.htm

Document text
8-K · oscr-20260604.htm iXBRL 0001568651 2026-06-04 2026-06-04 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported): June 4, 2026 Oscar Health, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 001-40154 46-1315570 (State or Other Jurisdiction of Incorporation) (Commission File Number) (IRS Employer Identification No.) 75 Varick Street, 5 th Floor New York , New York 10013 (Address of Principal Executive Offices) (Zip Code) ( 646 ) 403-3677 (Registrant’s telephone number, including area code) Not applicable (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions: ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425). ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12). ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)). ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)). Securities registered pursuant to Section 12(b) of the Act: Title of each class Trading Symbols Name of each exchange on which registered Class A Common Stock, $0.00001 par value per share OSCR New York Stock Exchange Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter). Emerging growth company ☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐ Item 5.07. Submission of Matters to a Vote of Security Holders. On June 4, 2026, Oscar Health, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 10, 2026 (the “Record Date”), there were 265,530,268 shares of Class A common stock outstanding, each share being entitled to one vote, and 35,591,356 shares of Class B common stock outstanding, each share of Class B common stock being entitled to 20 votes. At the Annual Meeting, the holders of 820,307,497 votes of the Common Stock were represented in person or by proxy, constituting a quorum. The stockholders of the Company voted as follows at the Annual Meeting: Proposal 1 – Election of eight director nominees to serve until the 2027 Annual Meeting: Nominee Votes FOR Votes WITHHELD Broker Non-Votes Mark T. Bertolini 772,818,926 1,558,102 45,930,469 William J. Gassen III 750,059,354 24,317,674 45,930,469 Joshua Kushner 773,650,856 726,172 45,930,469 Laura Lang 773,617,446 759,582 45,930,469 David Alexander Plouffe 770,608,329 3,768,699 45,930,469 Siddhartha Sankaran 771,818,551 2,558,477 45,930,469 Mario Schlosser 773,697,551 679,477 45,930,469 Vanessa Ames Wittman 772,915,630 1,461,398 45,930,469 Proposal 2 – Advisory vote to approve named executive officer compensation: Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 765,188,330 8,859,050 329,648 45,930,469 Proposal 3 – Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026: Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes 819,470,681 710,425 126,391 – Based on the foregoing votes, the eight director nominees were elected, and Items 2 and 3 were approved. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Oscar Health, Inc. By: /s/ Adam McAnaney Name: Adam McAnaney Title: Chief Legal Officer Date: June 9, 2026

Document text

8-K · oscr-20260604.htm iXBRL

0001568651 2026-06-04 2026-06-04

 UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 8-K
 CURRENT REPORT
 PURSUANT TO SECTION 13 OR 15(d)
 OF THE SECURITIES EXCHANGE ACT OF 1934
 Date of report (Date of earliest event reported): June 4, 2026
 Oscar Health, Inc.
 (Exact Name of Registrant as Specified in its Charter)

 Delaware 001-40154 46-1315570
 (State or Other Jurisdiction
 of Incorporation)
 (Commission
 File Number)
 (IRS Employer
 Identification No.)

 75 Varick Street, 5 th Floor
 New York , New York 10013
 (Address of Principal Executive Offices) (Zip Code)
 ( 646 ) 403-3677
 (Registrant’s telephone number, including area code)
 Not applicable
 (Former Name or Former Address, if Changed Since Last Report)
 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 ☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).

 ☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).

 ☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).

 ☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).

 Securities registered pursuant to Section 12(b) of the Act:

 Title of each class Trading
 Symbols
 Name of each exchange
 on which registered

 Class A Common Stock, $0.00001 par value per share OSCR New York Stock Exchange

 Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
 Emerging growth company ☐
 If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 Item 5.07.
 Submission of Matters to a Vote of Security Holders.

 On June 4, 2026, Oscar Health, Inc. (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 10, 2026 (the “Record Date”), there were 265,530,268 shares of Class A common stock outstanding, each share being entitled to one vote, and 35,591,356 shares of Class B common stock outstanding, each share of Class B common stock being entitled to 20 votes. At the Annual Meeting, the holders of 820,307,497 votes of the Common Stock were represented in person or by proxy, constituting a quorum.

 The stockholders of the Company voted as follows at the Annual Meeting:

 Proposal 1 – Election of eight director nominees to serve until the 2027 Annual Meeting:

 Nominee Votes FOR Votes WITHHELD Broker Non-Votes
 Mark T. Bertolini 772,818,926 1,558,102 45,930,469
 William J. Gassen III 750,059,354 24,317,674 45,930,469
 Joshua Kushner 773,650,856 726,172 45,930,469
 Laura Lang 773,617,446 759,582 45,930,469
 David Alexander Plouffe 770,608,329 3,768,699 45,930,469
 Siddhartha Sankaran 771,818,551 2,558,477 45,930,469
 Mario Schlosser 773,697,551 679,477 45,930,469
 Vanessa Ames Wittman 772,915,630 1,461,398 45,930,469

 Proposal 2 – Advisory vote to approve named executive officer compensation:

 Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
 765,188,330 8,859,050 329,648 45,930,469

 Proposal 3 – Ratification of appointment of PricewaterhouseCoopers LLP as our independent registered public accounting firm for 2026:

 Votes FOR Votes AGAINST Votes ABSTAINED Broker Non-Votes
 819,470,681 710,425 126,391 –

 Based on the foregoing votes, the eight director nominees were elected, and Items 2 and 3 were approved.

 SIGNATURES

 Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 Oscar Health, Inc.

 By: /s/ Adam McAnaney
 Name: Adam McAnaney
 Title: Chief Legal Officer

 Date: June 9, 2026

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