Form 4: Oscar Health Director Opts for Stock Units

Oscar Health Director David Plouffe elected to receive 1,034 deferred stock units in lieu of cash for board service, increasing his beneficial ownership.

Summary

• David Plouffe, a Director of Oscar Health, Inc. (OSCR), acquired 1,034 deferred stock units (DSUs).
• The acquisition occurred on October 9, 2025, with each DSU valued at $20.54, representing the closing price of Oscar Health's Class A common stock on that date.
• These DSUs were received in lieu of cash retainer payments for his service on the board of directors, as per the company's Amended and Restated Deferred Compensation Plan for Directors.
• Each deferred stock unit represents a right to receive one share of the Issuer's Class A common stock.
• The deferred stock units are 100% vested on the grant date.
• Settlement will occur within 45 days of termination of service, a change in control, death, or disability, at the Issuer's discretion (cash or Class A common stock).
• Following this transaction, David Plouffe beneficially owns a total of 4,136 deferred stock units.

Sentiment

Score: 7

Explanation: The filing indicates a director's election to receive equity compensation, aligning interests with shareholders, which is generally viewed positively. It's a routine compensation event, not indicative of major operational changes, hence a neutral-to-positive score.

Positives

• Director David Plouffe's election to receive deferred stock units instead of cash demonstrates alignment of his interests with long-term shareholder value.
• The immediate 100% vesting of the deferred stock units on the grant date provides certainty of ownership for the director.

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 price fluctuations.
• The Issuer retains discretion to settle the deferred stock units in either cash or shares of Class A common stock, which could impact the director's ultimate payout form.

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 transaction reflects a common practice in corporate governance where directors elect to receive equity-based compensation, such as deferred stock units, aligning their financial interests with the long-term performance of the company. This practice is prevalent across various industries, particularly in technology and healthcare sectors, to incentivize leadership and demonstrate confidence in the company's future.

Comparison to Industry Standards

• The use of deferred stock units as a component of director compensation is a standard practice among publicly traded companies, including peers in the health insurance technology sector like Clover Health (CLOV) or Bright Health Group (BHG), though specific plan terms and vesting schedules can vary.
• The immediate 100% vesting on the grant date for DSUs received in lieu of cash is also a common feature, ensuring directors are compensated for their current service without extended vesting periods typically associated with performance-based equity grants.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of a director's interests with shareholder value through equity ownership.
• Management: Reinforces the existing compensation framework for directors.

Next Steps

• Settlement of the deferred stock units will occur within 45 days of the earliest of termination of service, a change in control, death, or disability.

Key Dates

Recommendation

This Form 4 filing details a routine compensation election by a director to receive deferred stock units instead of cash. While it indicates alignment of interests, it does not provide new material information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. It's a standard insider transaction that typically has minimal impact on stock valuation.

Keywords

Oscar Health, OSCR, David Plouffe, Director Compensation, Deferred Stock Units, Insider Trading, SEC Form 4, Equity Compensation, Corporate Governance