SEC Form 4 · accession 0001193125-26-395847
Oscar Health, Inc. · OSCR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
Thrive Capital Partners II, L.P.
Director · 10% Owner
Thrive Capital Partners III, L.P.
Director · 10% Owner
Claremount TW, L.P.
Director · 10% Owner
Thrive Capital Partners VII Growth, L.P.
Director · 10% Owner
Claremount VII Associates, L.P.
Director · 10% Owner
Thrive Partners III GP, LLC
Director · 10% Owner
Thrive Partners II GP, LLC
Director · 10% Owner
Thrive Partners VII GP, LLC
Director · 10% Owner
Thrive Partners VII Growth GP, LLC
Director · 10% Owner
Period of report
Sep 18, 2026
Accepted (ET)
Sep 18, 2026 · 8:21 pm EDT
Rule 10b5-1 plan
box not checked
Issuer CIK
0001568651
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1,F2,F3 | Sep 18, 2026 | J | 6,268,097 | $0.00 | D | 0 | I | By Thrive Capital Partners VII Growth, L.P. |
| Class A Common StockF1,F2,F3 | Sep 18, 2026 | J | 75,520 | $0.00 | D | 0 | I | By Claremount VII Associates, L.P. |
| Class A Common StockF1,F2,F3 | Sep 18, 2026 | J | 1,323,589 | $0.00 | A | 1,323,589 | I | By Thrive Capital Partners II, L.P. |
| Class A Common StockF1,F2,F3 | Sep 18, 2026 | J | 4,855,810 | $0.00 | A | 4,855,810 | I | By Thrive Capital Partners III, L.P. |
| Class A Common StockF1,F2,F3 | Sep 18, 2026 | J | 164,218 | $0.00 | A | 164,218 | I | By Claremount TW, L.P. |
| Class A Common StockF4,F2,F3 | Sep 18, 2026 | J | 1,323,589 | $0.00 | D | 0 | I | By Thrive Capital Partners II, L.P. |
| Class A Common StockF4,F2,F3 | Sep 18, 2026 | J | 4,855,810 | $0.00 | D | 0 | I | By Thrive Capital Partners III, L.P. |
| Class A Common StockF4,F2,F3 | Sep 18, 2026 | J | 164,218 | $0.00 | D | 0 | I | By Claremount TW, L.P. |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Class B Common StockF1,F2,F3,F5 | — | Sep 18, 2026 | J | 1,323,589 | D | — | — | Class A Common Stock | 1,323,589 | 4,779,730 | I |
| Class B Common StockF1,F2,F3,F5 | — | Sep 18, 2026 | J | 4,855,810 | D | — | — | Class A Common Stock | 4,855,810 | 17,535,258 | I |
| Class B Common StockF1,F2,F3,F5 | — | Sep 18, 2026 | J | 164,218 | D | — | — | Class A Common Stock | 164,218 | 593,021 | I |
| Class B Common StockF1,F2,F3,F5 | — | Sep 18, 2026 | J | 6,268,097 | A | — | — | Class A Common Stock | 6,268,097 | 6,268,097 | I |
| Class B Common StockF1,F2,F3,F5 | — | Sep 18, 2026 | J | 75,520 | A | — | — | Class A Common Stock | 75,520 | 75,520 | I |
| Class B Common StockF2,F3,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 1,040,704 | 1,040,704 | I |
| Class B Common StockF2,F3,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 19,239 | 19,239 | I |
| Class B Common StockF2,F3,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 2,498,513 | 2,498,513 | I |
| Class B Common StockF2,F3,F5 | — | holding | — | — | — | — | — | Class A Common Stock | 48,982 | 48,982 | I |
Explanation of responses
- F1On September 18, 2026, (i) Thrive Capital Partners II, L.P. ("Thrive II") transferred 1,307,831 and 15,758 shares of Class B Common Stock to Thrive Capital Partners VII Growth, L.P. ("Thrive VII Growth") and Claremount VII Associates, L.P. ("Claremount VII"), respectively, in exchange for 1,307,831 and 15,758 shares of Class A Common Stock held by Thrive VII Growth and Claremount VII, respectively; (ii) Thrive Capital Partners III, L.P. ("Thrive III") transferred 4,798,003 and 57,807 shares of Class B Common Stock to Thrive VII Growth and Claremount VII, respectively, in exchange for 4,798,003 and 57,807 shares of Class A Common Stock held by Thrive VII Growth and Claremount VII, respectively; (iii) Claremount TW, L.P. ("Claremount TW") transferred 162,263 and 1,955 shares of Class B Common Stock to Thrive VII Growth and Claremount VII, respectively, in exchange for 162,263 and 1,955 shares of Class A Common Stock held by Thrive VII Growth and Claremount VII, respectively.
- F2Thrive Partners II GP, LLC is the general partner of Thrive II; Thrive Partners III GP, LLC is the general partner of each of Thrive III and Claremount TW; Thrive Partners V GP, LLC is the general partner of each of Thrive Capital Partners V, L.P. ("Thrive V") and Claremount V Associates, L.P. ("Claremount V"); Thrive Partners VI GP, LLC is the general partner of each of Thrive Capital Partners VI Growth, L.P. ("Thrive VI Growth") and Claremount VI Associates, L.P. ("Claremount VI"); Thrive Partners VII Growth GP, LLC is the general partner of Thrive VII Growth; and Thrive Partners VII GP, LLC is the general partner of Claremount VII (together with Thrive II, Thrive III, Claremount TW, Thrive V, Claremount V, Thrive VI Growth, Claremount VI, Thrive VII Growth, the "Thrive Capital Funds").
- F3(continued from footnote 2) Thrive Partners II GP, LLC, Thrive Partners III GP, LLC, Thrive Partners V GP, LLC, Thrive Partners VI GP, LLC, Thrive Partners VII Growth GP, LLC and Thrive Partners VII GP, LLC are collectively referred to as the "Thrive General Partners." Joshua Kushner is the sole managing member of each of the Thrive General Partners and, in his capacity as managing member, has voting and investment power over the shares held by each of the Thrive Capital Funds. Each of the foregoing entities and Mr. Kushner disclaims beneficial ownership of the shares held of record by the Thrive Capital Funds, except to the extent of its or his pecuniary interest therein.
- F4On September 18, 2026, (i) Thrive II distributed to its limited partners and sole general partner, pro rata and without consideration, 1,323,589 shares of Class A Common Stock; (ii) Thrive III distributed to its limited partners and sole general partner, pro rata and without consideration, 4,855,810 shares of Class A Common Stock; and (iii) Claremount TW distributed to its limited partners and sole general partner, pro rata and without consideration, 164,218 shares of Class A Common Stock. Each of Thrive Partners II GP, LLC and Thrive Partners III GP, LLC, in turn, distributed to their members, pro rata and without consideration, the shares of Class A Common Stock received in the foregoing distributions. Such distributions were made in accordance with the exemptions afforded by Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F5The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis, subject to certain exceptions, and will mandatorily convert into Class A Common Stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation.
Remarks
Joshua Kushner has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Kushner's representation, for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Kushner has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.