S-8

Large accelerated filer

Accelerated filer

Non-accelerated filer

Smaller reporting company

Emerging growth company

S-8 1 d102607ds8.htm S-8 S-8

As filed with the United States Securities and Exchange Commission on February 13, 2026

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OSCAR HEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

46-1315570

(State or other jurisdiction of

incorporation or organization)

(I.R.S. Employer

Identification No.)

75 Varick Street, 5th Floor

New York, New York 10013

(646) 403-3677

(Address, including zip code, of principal executive offices)

OSCAR HEALTH, INC. 2021 INCENTIVE AWARD PLAN

(Full title of the plan)

Adam McAnaney, Esq.

Chief Legal Officer

Oscar Health, Inc.

75 Varick Street, 5th Floor

New York, New York 10013

(646) 403-3677

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Keith L. Halverstam, Esq.

Peter N. Handrinos, Esq.

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 906-1200

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

Explanatory Note

This Registration Statement on Form S-8 is being filed by Oscar Health, Inc. (the “Company”) for the purpose of registering (i) an additional 6,381,498 shares of Class A common stock, par value $0.00001 per share (“Class A Common Stock”), that were automatically added on January 1, 2026 to the number of shares authorized for issuance under the Company’s 2021 Incentive Award Plan (the “2021 Plan”) pursuant to an “evergreen” provision, which allows for an annual increase in the number of shares of the Company’s common stock authorized for issuance thereunder; (ii) an additional 79,574 shares of Class A Common Stock that were issuable upon the exercise of stock option awards granted under the Company’s Amended and Restated 2012 Stock Incentive Plan that were canceled, forfeited or withheld to cover the exercise prices or taxes with respect to such options, and which became available for issuance under the 2021 Plan pursuant to the terms of the 2021 Plan; (iii) an additional 3,945,222 shares of Class A Common Stock that would have been issuable upon the vesting of restricted stock unit awards granted under the 2021 Plan, but that were canceled or forfeited prior to vesting, and as such again became available for issuance under the 2021 Plan pursuant to its terms; and (iv) an additional 7,000,000 shares of Class A Common Stock that may become issuable in the future under the 2021 Plan. The additional shares registered pursuant to the 2021 Plan are of the same class as other securities relating to the 2021 Plan for which Registration Statements on Form S-8 (Nos. 333-253817, 333-263057, 333-266835, 333-269979, 333-270890, 333-277112 and 333-285102) are effective.

Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.


Exhibit Number		Description of Exhibit
4.1		Amended and Restated Certificate of Incorporation of Oscar Health, Inc. (incorporated herein by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K (File No. 001-40154) filed on March 8, 2021)

4.2		Amended and Restated Bylaws of Oscar Health, Inc. (incorporated herein by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K (File No. 001-40154) filed on March 8, 2021)

5.1*		Opinion of Latham & Watkins LLP

23.1*		Consent of PricewaterhouseCoopers LLP as to Oscar Health, Inc.

23.2*		Consent of Latham & Watkins LLP (included in Exhibit 5.1)

24.1*		Power of Attorney (included on the signature page of the Registration Statement)

99.1		Oscar Health, Inc. 2021 Incentive Award Plan (incorporated herein by reference to Exhibit 10.4 to the Registrant’s Annual Report on Form 10-K (File No. 001-40154) filed on February 20, 2025)

107.1*		Filing Fee Table

*	Filed herewith.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 13, 2026.


OSCAR HEALTH, INC.

By:		/s/ Mark T. Bertolini
		Mark T. Bertolini
		Chief Executive Officer
		(Principal Executive Officer)

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Oscar Health, Inc., hereby severally constitute and appoint Mark T. Bertolini, R. Scott Blackley and Adam McAnaney, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.


Signature	Title	Date

/s/ Mark T. Bertolini Mark T. Bertolini	Chief Executive Officer and Director (Principal Executive Officer)	February 13, 2026

/s/ R. Scott Blackley R. Scott Blackley	Chief Financial Officer (Principal Financial Officer)	February 13, 2026

/s/ Victoria Baltrus Victoria Baltrus	Chief Accounting Officer (Principal Accounting Officer)	February 13, 2026


/s/ Jeffery H. Boyd Jeffery H. Boyd	Director	February 13, 2026

/s/ William Gassen, III William Gassen, III	Director	February 13, 2026

/s/ Joshua Kushner Joshua Kushner	Director	February 13, 2026

/s/ Laura Lang Laura Lang	Director	February 13, 2026

/s/ David Plouffe David Plouffe	Director	February 13, 2026

/s/ Siddhartha Sankaran Siddhartha Sankaran	Director	February 13, 2026

/s/ Mario Schlosser Mario Schlosser	Director	February 13, 2026

/s/ Vanessa A. Wittman Vanessa A. Wittman	Director	February 13, 2026

SEC Form S-8 filed by Oscar Health Inc.