8-K

Oscar Health, Inc.

Date: June 6, 2025

/s/ Adam McAnaney

Adam McAnaney

Chief Legal Officer

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, 2025

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, 5th 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

Symbol(s)

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, 2025, Oscar Health, Inc. (the “Company”) held its 2025 Annual Meeting of Stockholders (the “Annual Meeting”). As of the close of business on April 10, 2025 (the “Record Date”), there were 218,993,334 shares of Class A common stock outstanding, each share being entitled to one vote, and 35,514,201 shares of Class B common stock outstanding, each share of Class B common stock being entitled to 20 votes (the Class A common stock and Class B common stock, collectively, the “Common Stock”). Accordingly, as of the Record Date, there were 218,993,334 Class A common stock votes and 710,284,020 Class B common stock votes, respectively, available to be cast, for a total of 929,277,354 votes available to be cast. At the Annual Meeting, the holders of 825,961,296 votes of the Common Stock were represented in person or by proxy, constituting a quorum. The following are the voting results for the proposals considered and voted upon at the meeting, each of which were described in the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on April 25, 2025.

Item 1 - Election of nine directors to hold office until the Annual Meeting of Stockholders to be held in 2026 and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation or removal.


Nominee	Votes FOR		Votes WITHHELD		Broker Non-Votes
Mark T. Bertolini		804,091,684		597,522		21,272,090
Jeffery H. Boyd		782,387,037		22,302,169		21,272,090
William Gassen III		802,977,371		1,711,835		21,272,090
Joshua Kushner		799,155,298		5,533,908		21,272,090
Laura Lang		804,115,105		574,101		21,272,090
David Plouffe		802,917,236		1,771,970		21,272,090
Siddhartha Sankaran		799,050,948		5,638,258		21,272,090
Mario Schlosser		799,010,773		5,678,433		21,272,090
Vanessa A. Wittman		803,904,202		785,004		21,272,090

Item 2 - Ratification of the appointment of PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2025.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
825,271,165	581,597	108,534	0

Item 3 - Approval, on an advisory (non-binding) basis, of the compensation of the Company’s named executive officers.


Votes FOR	Votes AGAINST	Votes ABSTAINED	Broker Non-Votes
801,338,734	3,246,195	104,277	21,272,090

Based on the foregoing votes, the nine 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.

SEC Form 8-K filed by Oscar Health Inc.