Notice & Proxy Statement
Annual Meeting of Stockholders
June 4, 2026
10:00 a.m. (Eastern time)
OSCAR HEALTH, INC.75 VARICK STREET, 5TH 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 STOCKHOLDERSMeeting Information
How to Vote In Advance
Date and TimeThursday, June 4, 2026 10:00 a.m. (ET)
By MailIf 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 MeetingStockholders may participate by logging in at https://www.virtualshareholdermeeting.com/OSCR2026 and voting with their 16-digit control number
By Internet or TelephoneVoting by internet or telephone is fast and convenient
Internetwww.proxyvote.com
Record DateStockholders of record at the close of business on April 10, 2026 are entitled to attend and vote at the Annual Meeting
Telephone1-800-690-6903
Items of Business
Proposal Recommendation of the Board For More Information
1
Election of eight director nominees to serve until the 2027 Annual Meeting of Stockholders
2
Advisory vote to approve named executive officer compensation (''Say-on-Pay'')
3
Ratification of appointment of PricewaterhouseCoopers LLP (''PWC'') as our independent registered public accounting firm for 2026
FOR each nominee Page 4
FOR Page 22
FOR Page 65
Stockholders will also consider any other business properly brought before the meeting. By Order of the Board of Directors
Melissa CurtinSenior 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 at www.proxyvote.com.These proxy materials and our annual report are first being mailed or made available to stockholders on April 22, 2026.
About Oscar Health 1 Corporate Governance 2Stockholder Engagement 3
Proposal 1: Election of Eight Director Nominees to Serve until the 2027 Annual Meeting of Stockholders 4
Nominee Biographies 5
Board Composition 9
Annual Board and Committee Evaluations 11
Director Independence 11
Board Leadership Structure 12
Board Committees 13
Key Areas of Oversight 15
Director Compensation 17
Executive Compensation 21Proposal 2: Advisory Vote to Approve Named Executive Officer Compensation 22
Compensation Discussion and Analysis 22Executive Summary 23
Overview of Executive Compensation Elements 27
2025 Executive Compensation Program 33
2026 Compensation Actions 42
Talent & Compensation Committee Report 46
Executive Compensation Tables 47 Other Compensation Matters 60CEO Pay Ratio 60
Pay Versus Performance 61
Policies and Practices Related to the Grant of Certain Equity Awards 64
Audit Matters 65Proposal 3: Ratification of Appointment of PricewaterhouseCoopers LLP as our Independent Registered Public Accounting
Firm for 2026 65
Information About Certain Stock Ownership Matters 67Equity Compensation Plan Information 67
Security Ownership of Certain Beneficial Owners and Management 69
Certain Relationships and Related Person Transactions 71
Voting and Meeting Information 73 APPENDIX A: Reconciliation of GAAP to Non-GAAP Financial Measures 78 APPENDIX B: Cautionary Note Regarding Forward-Looking Statements 79Oscar Health is a leading healthcare technology company built on a full-stack platform and a relentless focus on member experience. Oscar helps make high-quality and affordable care more accessible for millions of people through Oscar's Individual & Family plans and ICHRA solutions, +Oscar technology services, and Lucie Health Marketplace. Consumers benifit from better choice, deeper engagement, and connection to high-value clinical care. We are proud to have the highest levels of customer satisfaction in the industry, with 3.4 million(1) members who continue to choose Oscar.
Make a healthier life
affordable and accessible to all
Build the consumer healthcare
marketplace of the future
OUR VALUESDelivering Results
KEY FINANCIALS41%
Revenue CAGR 2023 - 2025(2)
~7 points
of SG&A Expense Ratio Improvement 2023 - 2025(2),(3)
OSCAR'S GROWING FOOTPRINT(4)573
counties
20
states
OUR MEMBERS3.4M members
as of February 1, 2026
NEARLY DOUBLED OUR MARKET SHAREfrom 17% in 2025 to 30% in 2026(1)
ENTERED FORTUNE 500 LIST IN 2025Key AI Launches in 2025
Artificial intelligence (''AI'') driven ''superagent'' bots reduced care guide response times by 67% during peak open enrollment(1)
Oswell, our industry-first health agent, now completes 86% of questions it receives from members with high accuracy and quality(1)
As of February 1, 2026
From December 31, 2023 to December 31, 2025
SG&A expense ratio reflects selling, general, and administrative expenses as a percentage of total revenue (net of risk adjustment transfers); we believe the SG&A expense ratio is useful to evaluate our ability to manage our overall selling, general, and administrative cost base
As of January 1, 2026
Oscar Health, Inc. 1 2026 Proxy Statement