Form 4: Oscar Health Director Opts for Stock Units in Compensation

Oscar Health Director William Gassen acquired 1,004 deferred stock units valued at $20.54 each in lieu of cash for his board service.

Summary

• Director William Gassen acquired 1,004 Deferred Stock Units (DSUs) of Oscar Health, Inc. on October 9, 2025.
• Each DSU represents a right to receive one share of Oscar Health's Class A common stock.
• The DSUs were acquired at a price of $20.54 per unit, based on the closing price of Class A common stock on the transaction date.
• This acquisition was an election by Mr. Gassen to receive DSUs instead 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.
• The DSUs are 100% vested on the grant date.
• Settlement will occur in cash or Class A common stock, at the Issuer's discretion, within 45 days of termination of service, a change in control, death, or disability.
• Following this transaction, Mr. Gassen beneficially owns 3,749 derivative securities (DSUs).

Sentiment

Score: 7

Explanation: The filing indicates a director's election to receive equity compensation, which is generally viewed positively as it aligns management/director interests with shareholders. It's a routine, non-eventful transaction, hence a neutral-to-positive score.

Positives

• Director William Gassen's election to receive deferred stock units instead of cash demonstrates alignment of his interests with long-term shareholder value.
• The company's Deferred Compensation Plan for Directors provides flexibility for directors in their compensation structure.

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.

Industry Context

This is a routine insider transaction filing, common across all industries, where directors elect to receive equity-based compensation rather than cash, aligning their interests with shareholders. It does not provide specific insights into broader industry trends for healthcare technology or insurance.

Comparison to Industry Standards

• Many publicly traded companies offer directors the option to receive equity compensation (such as stock options, restricted stock units, or deferred stock units) in lieu of cash fees.
• This practice is considered a standard corporate governance mechanism to align director incentives with long-term shareholder value.
• For example, companies like UnitedHealth Group (UNH) and Anthem (now Elevance Health, ELV) also utilize equity-based compensation plans for their directors, though the specific structures may vary.

Corporate Governance

Stakeholder Impact

• Shareholders: Increased alignment of Director William Gassen's interests with long-term shareholder value through increased equity ownership.
• Board of Directors: Demonstrates the active use of the company's deferred compensation plan for directors.

Next Steps

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

Key Dates

Recommendation

This Form 4 filing details a routine insider transaction where a director elected to receive equity compensation in lieu of cash. While it shows alignment of interests, it does not provide new material information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. It is a standard disclosure and does not inherently suggest a 'buy' or 'sell' signal.

Keywords

Oscar Health, OSCR, William Gassen, Director Compensation, Deferred Stock Units, Insider Transaction, SEC Form 4, Equity Compensation