Oscar Health, Inc.
For the period ended Jun 4, 2026. Filed Apr 22, 2026.
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What shareholders are asked to vote on at a company's meeting. It is where to find what directors and top executives are paid, and who owns the most shares.
Jun 4, 2026 · Filed Apr 22, 2026
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934
(Amendment No. )
| Filed by the Registrant ☒ | Filed by a Party other than the Registrant ☐ |
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Check the appropriate box:
| ☐ | Preliminary Proxy Statement |
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| ☐ | Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) |
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| ☒ | Definitive Proxy Statement |
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| ☐ | Definitive Additional Materials |
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| ☐ | Soliciting Material under §240.14a-12 |
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Oscar Health, Inc.
(Name of Registrant as Specified in its Charter)
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check all boxes that apply):
| ☒ | No fee required. |
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| ☐ | Fee paid previously with preliminary materials. |
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| ☐ | Fee computed on table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11. |
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Notice & Proxy
Statement
Annual Meeting of Stockholders
June 4, 2026
10:00 a.m. (Eastern time)
OSCAR HEALTH, INC.
75 VARICK STREET, 5 TH FLOOR
NEW YORK, NEW YORK 10013
April 22, 2026
To Our Stockholders:
You are cordially invited to attend the 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Oscar Health, Inc. at 10:00 a.m. Eastern time on Thursday, June 4, 2026. The Annual Meeting will be a completely virtual meeting, which will be conducted via live webcast.
The Notice of Meeting and Proxy Statement on the following pages describe the matters to be presented at the Annual Meeting. Please see the section called “How can I attend the Annual Meeting?” on page 73 of the proxy statement for more information about how to attend the meeting online.
Whether or not you attend the Annual Meeting online, it is important that your shares be represented and voted at the Annual Meeting. Therefore, I urge you to promptly vote and submit your proxy by phone, via the Internet, or, if you received paper copies of these materials, by signing, dating and returning the enclosed proxy card in the enclosed envelope, which requires no postage if mailed in the United States. If you have previously received our Notice of Internet Availability of Proxy Materials, then instructions regarding how you can vote are contained in that notice. If you have received a proxy card, then instructions regarding how you can vote are contained on the proxy card. If you decide to attend the Annual Meeting, you will be able to vote online, even if you have previously submitted your proxy.
Thank you for your support.
Sincerely,
Mark T. Bertolini
Chief Executive Officer and Director
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
| Meeting Information | How to Vote In Advance | |
| Date and Time Thursday, June 4, 2026 10:00 a.m. (ET) | By Mail If you received a paper copy of the proxy card by mail, you can mark, sign, date and return it in the enclosed, postage-paid envelope | |
| Access the Annual Meeting Stockholders may participate by logging in at www.virtualshareholdermeeting.com/OSCR2026 and voting with their 16-digit control number | By Internet or Telephone Voting by internet or telephone is fast and convenient | |
| Internet www.proxyvote.com | ||
| Record Date Stockholders of record at the close of business on April 10, 2026 are entitled to attend and vote at the Annual Meeting | Telephone 1-800-690-6903 |
Items of Business
| Proposal | Recommendation of the Board | For More Information | |
| Election of eight director nominees to serve until the 2027 Annual Meeting of Stockholders | FOR each nominee | Page 4 | |
| Advisory vote to approve named executive officer compensation (“Say-on-Pay”) | FOR | Page 22 | |
| Ratification of appointment of PricewaterhouseCoopers LLP (“PWC”) as our independent registered public accounting firm for 2026 | FOR | Page 65 |
Stockholders will also consider any other business properly brought before the meeting.
By Order of the Board of Directors
Melissa Curtin
Senior Vice President, Deputy General Counsel and Corporate Secretary
Important Notice Regarding the Availability of Proxy Materials for the 2026 Annual Meeting of Stockholders to be held on June 4, 2026: The proxy statement and the annual report are available atwww.proxyvote.com.
These proxy materials and our annual report are first being mailed or made available to stockholders on April 22, 2026.
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