Form 4: Oscar Health Director Adds 2,555 Deferred Stock Units

Sentiment:

Director Compensation Filing


Oscar Health Director Jeffery H. Boyd acquired 2,555 deferred stock units on October 9, 2025, as part of his compensation election, increasing his total beneficial ownership to 63,142 units.

Summary

  • Oscar Health, Inc. Director Jeffery H. Boyd acquired 2,555 deferred stock units (DSUs).
  • The transaction occurred on October 9, 2025.
  • This acquisition increased his total beneficial ownership of DSUs to 63,142.
  • Each DSU represents a right to receive one share of Oscar Health's Class A common stock.
  • The DSUs were elected by Mr. Boyd in lieu of cash retainer payments for his service on the board of directors, under the company's Amended and Restated Deferred Compensation Plan for Directors.
  • The price used to calculate the number of DSUs was $20.54, which was the closing price of the Class A common stock on October 9, 2025.
  • These DSUs are 100% vested on the grant date.

Sentiment

Score: 7

Explanation: The election by a director to receive equity compensation instead of cash is generally viewed positively as it aligns the director's interests with those of shareholders. It indicates confidence in the company's long-term prospects.

Positives

  • Director Jeffery H. Boyd elected to receive equity (deferred stock units) instead of cash for his board service, indicating alignment of interests with shareholders.
  • The acquisition increases the director's beneficial ownership, potentially signaling confidence in the company's future performance.

Negatives

  • No negative aspects are directly discernible from this routine compensation filing.

Risks

  • The value of the deferred stock units is tied to the future performance of Oscar Health's Class A common stock, exposing the director to market risk.
  • Settlement of the DSUs is at the Issuer's discretion (cash or shares), which could introduce uncertainty for the recipient regarding the form of payment.

Future Outlook

The deferred stock units will be settled for cash or shares of Class A common stock, at the Issuer's discretion, within 45 days of the first to occur of termination of service, a change in control, death, or disability.

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.

Industry Context

This is a routine insider transaction filing (Form 4) related to director compensation. It does not provide specific insights into broader industry trends or competitive landscape, but reflects a common practice in corporate governance where directors may elect to receive equity-based compensation to align their interests with shareholders.

Corporate Governance

Change TypeDescriptionEffective DateImpact Assessment
Compensation Plan UtilizationDirector Jeffery H. Boyd elected to receive deferred stock units under the Issuer's Amended and Restated Deferred Compensation Plan for Directors, in lieu of cash retainer payments.2025-10-09This demonstrates the ongoing use of the company's deferred compensation plan to align director incentives with shareholder interests through equity-based compensation.

Related Party Transactions

  • The acquisition of deferred stock units by Director Jeffery H. Boyd as compensation for his board service constitutes a related party transaction, as it involves a transaction between the company and a member of its management.

Stakeholder Impact

  • Shareholders: May view the director's election to receive equity as a positive signal of confidence in the company's future and better alignment of interests.
  • Director (Jeffery H. Boyd): His compensation is now more directly tied to the company's stock performance, increasing his personal stake and potential returns if the stock appreciates.

Next Steps

  • The deferred stock units will be settled for cash or Class A common stock upon the occurrence of specific future events such as termination of service, change in control, death, or disability.

Key Dates

DateDescription
2021-03-17Date of Power of Attorney granted by Jeffrey H. Boyd.
2025-10-09Date of transaction where Deferred Stock Units were acquired.
2025-10-14Date the Form 4 was signed by Attorney-in-Fact Melissa Curtin.

Keywords

Oscar Health, OSCR, Jeffery H. Boyd, Director, Deferred Stock Units, DSU, Insider Transaction, SEC Form 4, Equity Compensation, Board Compensation, Stock Ownership

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