Form 4: Oscar Health Director Opts for Stock Units Over Cash

Oscar Health Director Jeffery H. Boyd acquired 3,106 deferred stock units in lieu of cash retainer payments for board service, increasing his beneficial ownership to 66,248 units.

Summary

• Jeffery H. Boyd, a Director of Oscar Health, Inc. (OSCR), acquired 3,106 deferred stock units (DSUs) on January 8, 2026.
• The acquisition was made pursuant to the Issuer's Amended and Restated Deferred Compensation Plan for Directors, where Mr. Boyd elected to receive DSUs instead of cash retainer payments for his board service.
• Each DSU represents a right to receive one share of Oscar Health's Class A common stock.
• The price used to calculate the number of DSUs issued was $16.9, which was the closing price of the Issuer's Class A common stock on January 8, 2026.
• Following this transaction, Mr. Boyd beneficially owns a total of 66,248 derivative securities (deferred stock units).
• The deferred stock units are 100% vested on the grant date.
• Settlement of the DSUs for cash or Class A common stock, at the Issuer's discretion, will occur within 45 days of the first to occur of termination of service, a change in control, death, or disability.

Sentiment

Score: 7

Explanation: The sentiment is moderately positive. While a routine transaction, the director's choice to receive equity over cash indicates confidence in the company and aligns his interests with shareholders. It does not, however, signal a significant new development or change in the company's fundamental outlook.

Positives

• The election by Director Jeffery H. Boyd to receive deferred stock units instead of cash aligns his interests more closely with those of long-term shareholders, demonstrating confidence in the company's future performance.
• The immediate 100% vesting of the deferred stock units on the grant date provides certainty regarding the director's equity stake.

Future Outlook

This Form 4 primarily reports a past transaction and does not contain explicit forward-looking statements or guidance regarding the company's future performance or strategic direction. The settlement of the deferred stock units is contingent on future events such as termination of service, a change in control, death, or disability.

Management Comments

• Director Jeffery H. Boyd 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

The practice of compensating directors with equity, such as deferred stock units, in lieu of or in addition to cash retainers, is a common corporate governance practice across various industries, including healthcare technology. This approach is generally viewed favorably as it aligns the interests of the board members with those of the shareholders, encouraging a focus on long-term value creation.

Comparison to Industry Standards

• The election by a director to receive equity compensation (deferred stock units) instead of cash for board service is a standard practice widely adopted by publicly traded companies, including those in the healthcare and technology sectors.
• Companies like Teladoc Health (TDOC) and Amwell (AMWL), which operate in related digital health spaces, often utilize similar equity-based compensation structures for their non-employee directors to foster alignment with shareholder interests.
• This compensation method is consistent with best practices in corporate governance, aiming to incentivize directors to make decisions that enhance shareholder value over time, similar to how directors at major tech firms or established healthcare providers are compensated.

Corporate Governance

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 director of the company.

Stakeholder Impact

• Shareholders: The transaction increases the alignment of Director Boyd's financial interests with those of the shareholders, potentially fostering decisions that prioritize long-term shareholder value.
• Employees: No direct impact on employees is indicated by this specific filing.

Next Steps

• 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.

Key Dates

Recommendation

This Form 4 reports a routine insider transaction where a director elected to receive deferred stock units as part of his compensation. While this action demonstrates alignment of interests and confidence in the company, it does not provide new material information that would fundamentally alter the investment thesis or warrant a change from a 'hold' recommendation. The transaction is a standard part of corporate governance and compensation practices.

Keywords

Oscar Health, OSCR, Form 4, Insider Transaction, Deferred Stock Units, Director Compensation, Equity Compensation, Corporate Governance