Form 4: Oscar Health CTO Sells Shares After Option Exercise

Oscar Health's President of Technology and CTO, Mario Schlosser, reported the exercise of stock options and subsequent sale of Class A common stock to cover costs and tax obligations.

Summary

• Mario Schlosser, President of Technology & CTO of Oscar Health, Inc. (OSCR), reported multiple transactions involving the exercise of stock options and the sale of Class A common stock.
• On November 11, 2025, he exercised stock options for 413,835 shares at an exercise price of $6.36 and converted 286,182 Class B shares to Class A.
• He then sold 286,182 Class A Common Stock at a weighted average price of $15.27, with individual transaction prices ranging from $15.00 to $15.50.
• On November 12, 2025, he exercised stock options for 141,330 shares at an exercise price of $6.36 and converted 105,300 Class B shares to Class A.
• He subsequently sold 105,300 Class A Common Stock at a weighted average price of $15.05, with individual transaction prices ranging from $14.83 to $15.25.
• The sales were explicitly stated to cover the cost of option exercise and satisfy the reporting person's tax withholding obligations.
• All reported transactions were made pursuant to a Rule 10b5-1(c) plan, indicating they were pre-scheduled.
• Following these transactions, Mr. Schlosser directly beneficially owns 501,148 Class A Common Stock and 1,678,986 Class B Common Stock.
• He also indirectly holds Class A Common Stock through three trusts: Noah Pizzo-Schlosser Dynasty Trust (333,333 shares), Pizzo-Schlosser Family Dynasty Trust (633,333 shares), and Siena Pizzo-Schlosser Dynasty Trust (333,333 shares), disclaiming beneficial ownership over these shares except to the extent of his pecuniary interest.

Sentiment

Score: 6

Explanation: The filing reports routine insider transactions, specifically the exercise of stock options and subsequent sale of shares to cover taxes and exercise costs. While a sale reduces direct ownership, it's a common and expected event, especially when pre-planned under a 10b5-1 plan. The significant difference between the exercise price and sale price indicates a positive outcome for the executive, but the filing itself is neutral in terms of company performance or outlook.

Positives

• The transactions were executed under a Rule 10b5-1(c) plan, indicating pre-planned sales and reducing concerns about opportunistic selling.
• The sales were explicitly stated to cover exercise costs and tax withholding, which is a common and expected practice for executives exercising options.
• The exercise price of the options ($6.36) is significantly lower than the sale prices ($15.27 and $15.05), indicating a substantial gain for the reporting person.

Negatives

• The sale of a significant number of shares by a key executive, even if for tax purposes, could be perceived negatively by some investors as a reduction in direct ownership.

Future Outlook

The filing does not contain any forward-looking statements or guidance.

Industry Context

This Form 4 filing details routine insider transactions related to executive compensation. It does not provide information that allows for a direct analysis of broader industry trends or competitive positioning. Such transactions are common across all industries when executives exercise vested stock options.

Comparison to Industry Standards

• This filing reports standard executive compensation activities, specifically the exercise of stock options and subsequent sale of shares to cover taxes and exercise costs.
• This practice is common among executives in publicly traded companies across various sectors, including healthcare technology.
• There are no specific comparable companies, projects, or results mentioned in this filing to allow for a detailed comparative assessment.

Related Party Transactions

• The filing mentions indirect beneficial ownership through three family dynasty trusts (Noah Pizzo-Schlosser Dynasty Trust, Pizzo-Schlosser Family Dynasty Trust, Siena Pizzo-Schlosser Dynasty Trust). Mr. Schlosser disclaims beneficial ownership over these shares except to the extent of his pecuniary interest.

Stakeholder Impact

• Shareholders: The sale of shares by a key executive, even for tax purposes, could be viewed as a slight reduction in insider alignment, though it's a common practice. The pre-planned nature (10b5-1) mitigates negative interpretations.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• The exercised stock options will expire on December 7, 2025.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions related to executive compensation, specifically the exercise of stock options and subsequent sale of shares to cover taxes and exercise costs. These transactions were pre-planned under a Rule 10b5-1 plan. While a sale reduces the executive's direct ownership, it is a common and expected event and does not typically signal a change in the company's fundamental outlook or performance. Therefore, based solely on this filing, there is no new information to warrant a change from a 'hold' position, assuming an investor already holds the stock based on other fundamental analysis.

Keywords

Oscar Health, OSCR, Mario Schlosser, Insider Trading, Form 4, Stock Option Exercise, Share Sale, Executive Compensation, CTO, Director, 10b5-1 Plan