Form 4: Director Elects Stock Units Over Cash Compensation

William Gassen, a Director at Oscar Health, Inc., has elected to receive deferred stock units in lieu of cash retainer payments, reflecting a strategic alignment with the company's stock performance.

Summary

• William Gassen, a Director of Oscar Health, Inc., has elected to receive deferred stock units (DSUs) instead of cash payments for his services.
• This election was made under the company's Amended and Restated Deferred Compensation Plan for Directors.
• The DSUs are equivalent to shares of Class A Common Stock and will be settled within 45 days of specific events like termination of service, change in control, death, or disability.
• The number of DSUs granted was based on the closing price of Oscar Health's Class A Common Stock on April 9, 2026, which was $14.54 per share.
• Gassen received 1,418 DSUs, valued at $14.54 each, totaling approximately $20,627.

Sentiment

Score: 7

Explanation: StockSavvy.ai views this as a moderately positive filing, as a director choosing equity over cash compensation often signals confidence in the company's future performance and stock appreciation.

Positives

• Director Gassen's election to receive stock units aligns his financial interests directly with the company's shareholders, potentially signaling confidence in future stock performance.
• The deferred compensation plan allows directors to invest in the company's equity, which can be a positive signal to the market.
• The DSUs are fully vested on the grant date if issued in lieu of a cash retainer payment.

Negatives

• The filing does not contain any negative financial results or operational setbacks.

Risks

• The value of the deferred stock units is subject to the market fluctuations of Oscar Health's Class A Common Stock.
• Settlement of DSUs can occur in cash or stock at the company's discretion, introducing potential uncertainty for the recipient regarding the form of compensation received.

Future Outlook

The future outlook is not directly addressed in this filing, which focuses on a specific compensation transaction. However, the director's election to receive stock units implies a positive outlook on the company's future stock value.

Management Comments

• "The Reporting Person elected, pursuant to the Issuer's Amended and Restated Deferred Compensation Plan for Directors, to receive deferred stock units in lieu of cash retainer payments for service on the Issuer's board of directors."
• "The price of the deferred stock units reported herein represents the closing price of the Issuer's Class A common stock on April 9, 2026, which price was used to calculate the number of deferred stock units issued to the Reporting Person."

Industry Context

StockSavvy.ai notes that the trend of executives and directors opting for equity-based compensation over cash is prevalent in the health insurance and technology sectors, as it aligns leadership incentives with shareholder value creation and can be seen as a sign of confidence in the company's growth prospects.

Corporate Governance

Related Party Transactions

• Director William Gassen received deferred stock units in lieu of cash retainer payments, which is a standard form of compensation for directors and is disclosed as a related party transaction.

Stakeholder Impact

• Shareholders: The election may be viewed positively, indicating director confidence in stock value appreciation. Dilution is minimal as DSUs are settled at the company's discretion.
• Employees: No direct impact mentioned.
• Creditors: No direct impact mentioned.
• Management: Reflects standard compensation practices for board members.

Next Steps

• The deferred stock units will be settled for cash or shares of Class A common stock within 45 days of the occurrence of specific events (termination of service, change in control, death, or disability).

Key Dates

Keywords

Oscar Health, OSCR, Form 4, Director Compensation, Deferred Stock Units, Equity Compensation, Insider Trading, Beneficial Ownership, SEC Filing