DEF 14A of Oscar Health, Inc., Apr 22, 2026

DEF 14A of Oscar Health, Inc.

Filed Apr 22, 2026 · FY20250001140361-26-016119

Open on EDGAR

  1. CORPORATE GOVERNANCE

    CORPORATE GOVERNANCE Corporate Governance Highlights Our strong corporate governance practices help us maintain the trust and confidence of our stockholders, employees, members, partners, regulators, and other stakeholders.

  2. CORPORATE GOVERNANCE

    | Independent Oversight • Majority of directors are independent • 100% independent Board of Director (“Board”) committees • Independent Chair • Annual director evaluation process • Cybersecurity and AI oversight by Board and committees • Board oversight of senior leadership succession planning and Company talent Board Refreshment • Regular Board refreshment (3 new directors in last 5 years) • Mix of director tenures • Diversity of backgrounds, skills and experiences | Stockholder Rights • Annual election of all directors • 2028 sunset of dual-class capital structure • Annual advisory vote on executive compensation Governance Practices • Active stockholder engagement • Robust Board education program • Anti-hedging and anti-pledging policies • Stock ownership guidelines for our executives and directors • Clawback policy for executive officers |

  3. CORPORATE GOVERNANCE

    | Oscar Health, Inc. | 2 | 2026 Proxy Statement |

  4. CORPORATE GOVERNANCE

    Stockholder Engagement We consider stockholder engagement to be essential to good corporate governance, and are committed to maintaining regular communication with our stockholders. We highly value the perspectives of our stockholders and seek to engage in meaningful dialogue by soliciting input on a range of topics, including corporate governance and executive compensation. This stockholder feedback is communicated to our Board and its committees, and plays an important role in informing our corporate governance practices, executive compensation program, and reporting. In 2025, we reached out to fifteen stockholders, representing about 35% of our outstanding shares held by non-controlling stockholders, and had engagements with 73% of these non-controlling stockholders. Our Chief Financial Officer (“CFO”) and Chief Legal Officer participated in a number of these engagements. Below, we highlight a few of the topics discussed during engagements with our stockholders, and actions we have taken as a result.

  5. CORPORATE GOVERNANCE

    | Topic | What we heard | What we did | | Board committee composition | Preference for 100% independent Board committees | As a result of stockholder feedback during our 2024 engagements, in 2025 we updated the composition of our Nominating and Corporate Governance (“N&CG”) Committee to include only independent directors. Following this change in composition, all of our Board committees are 100% independent. See page 13. | | Mix of backgrounds, skills and experiences | Interest in understanding how Board skills and experiences are linked to our strategy | We have enhanced our skills matrix to identify the key backgrounds, skills, and experiences considered valuable for our Board, and their relevance to our Company strategy. See page 10. | | Incentive program metrics | Preference for non-overlapping metrics in short-term and long-term incentive plans | As a result of 2024 stockholder feedback, in 2025, we replaced the Adjusted EBITDA metric in our annual cash incentive program with Operating Margin. See page 34. | | | Preference for total stockholder return (“TSR”) metrics rather than Company financial metrics in long-term incentive plans | Due to challenges in setting three-year financial targets in the current market and regulatory environment, and as a result of stockholder feedback, the PSUs awarded in 2026 will be earned based solely on the Company’s TSR performance relative to the 2026 rTSR Peer Group, subject to an absolute TSR cap. See page 42. | | Alignment of pay and performance | Desire to better understand factors impacting the composition of the compensation peer group used for benchmarking and the relative TSR (“rTSR”) peer group used for our performance-based equity awards | We have bolstered our disclosure around the comprehensive annual review of the peer groups undertaken by our Talent and Compensation (“T&C”) Committee, and the factors considered in determining each peer group. See page 39. |

  6. CORPORATE GOVERNANCE

    | Oscar Health, Inc. | 3 | 2026 Proxy Statement |

  7. CORPORATE GOVERNANCE

    Proposal 1: Election of Eight Director Nominees to Serve until the 2027 Annual Meeting of Stockholders We are asking our stockholders to elect each of the eight director nominees below to serve until the 2027 Annual Meeting of Stockholders and until each such director’s respective successor is elected and qualified or until each such director’s earlier death, resignation, or removal. Jeffery Boyd is not standing for reelection. As a result, the size of the Board will be reduced to eight directors, effective as of the conclusion of the Annual Meeting.

  8. CORPORATE GOVERNANCE

    | | The Board of Directors recommends a vote FOR each nominee. |

  9. CORPORATE GOVERNANCE

    | Joshua Kushner Age 40 Director since 2012 Co-Founder and Vice Chair of the Board | Mark T. Bertolini Age 69 Director since 2023 Chief Executive Officer | | William (Bill) J. Gassen III Age 45 Director since 2022 Independent | Laura Lang Age 70 Director since 2022 Independent | | David Alexander Plouffe Age 58 Director since 2021 Independent | Siddhartha Sankaran Age 48 Director since 2021 Independent | | Mario Schlosser Age 47 Director since 2012 Co-Founder, President of Technology and Chief Technology Officer | Vanessa Ames Wittman Age 59 Director since 2021 Independent |

  10. CORPORATE GOVERNANCE

    | Recognizing departing director Jeffery Boyd | | The Board wishes to recognize and thank Jeffery Boyd, who will not be standing for reelection at the Annual Meeting. During his distinguished service, Mr. Boyd made immeasurable contributions to the Company. Mr. Boyd served as our independent Board Chair since our transition to a publicly traded Company in 2021, and his strategic leadership and guidance was an invaluable asset to the Company during this period of growth and transformation. The Company and the Board thank Mr. Boyd for his tireless dedication and leadership. |

  11. CORPORATE GOVERNANCE

    | (1) In last 5 years. |

  12. CORPORATE GOVERNANCE

    | Nominee Tenure | | |

  13. CORPORATE GOVERNANCE

    | Skills and Experiences Added(1) | | | | Finance, accounting, capital markets | | | Cyber & information security | | | Healthcare industry | | | Technology innovation & digital | | | Marketing & brand development |

  14. CORPORATE GOVERNANCE

    | Active Board Refreshment(1) | | 3 new directors added 5 directors departed, including Mr. Boyd |

  15. CORPORATE GOVERNANCE

    | Oscar Health, Inc. | 4 | 2026 Proxy Statement |

  16. CORPORATE GOVERNANCE

    Nominee Biographies

  17. CORPORATE GOVERNANCE

    | Joshua Kushner | | Co-Founder and Vice Chair of the Board Age: 40 Director since: 2012 |

  18. CORPORATE GOVERNANCE

    | Professional Experience • Mr. Kushner co-founded Oscar in October 2012, has served as a member of our Board since December 2012, and has served as Vice Chair of our Board since February 2021. • Mr. Kushner is the Founder and Chief Executive Officer of Thrive Capital Management, LLC (“Thrive Capital”), a New York-based venture capital firm. • Mr. Kushner is the Founder and Chief Executive Officer of FLB Partners T, L.P. (“Thrive Holdings”), a New York based holding company. • Mr. Kushner holds a Bachelor of Arts degree, majoring in Government, from Harvard College, and a Master of Business Administration from Harvard Business School. | | Skills and Qualifications Mr. Kushner’s experience as an investor in innovative technology companies makes him particularly qualified to serve as a member of our Board. |

  19. CORPORATE GOVERNANCE

    | Mark T. Bertolini | | Chief Executive Officer Age: 69 Director since: 2023 Other Public Company Directorships: • Chairman of the Board, Verizon Communications Inc. (March 2015-Present) |

  20. CORPORATE GOVERNANCE

    | Professional Experience • Mark T. Bertolini has served as our Chief Executive Officer and as a member of our Board since April 2023. • During the period from February 2019 to March 2023, Mr. Bertolini served in various positions at Bridgewater Associates, LP (“Bridgewater Associates”), a global investment management firm, including as Co-Chief Executive Officer, Chairman, and a member of the board of directors. • Mr. Bertolini served as CEO of Aetna Inc., a managed health care company, from November 2010 to November 2018 and as Chairman of Aetna from April 2011 to November 2018. • Mr. Bertolini gained extensive experience across the healthcare industry in various executive roles at The Cigna Group, NYLCare Health Plans, and SelectCare, Inc. • Mr. Bertolini served as a director of CVS Health Corporation from 2018 to 2020. • Mr. Bertolini holds a Bachelor of Science degree in Business from Wayne State University and a Master of Business Administration from Cornell University. | | Skills and Qualifications Mr. Bertolini’s extensive executive leadership, tech-forward thinking, and deep healthcare experience, as well as his talent management and development experience, make him particularly qualified to serve as a member of our Board. |

  21. CORPORATE GOVERNANCE

    | Oscar Health, Inc. | 5 | 2026 Proxy Statement |

  22. CORPORATE GOVERNANCE

    | William (Bill) J. Gassen III | | President and Chief Executive Officer of Sanford Health Age: 45 Director since: 2022 Other Public Company Directorships: • HealthEquity, Inc. (March 2026-Present) |

  23. CORPORATE GOVERNANCE

    | Professional Experience • Mr. Gassen has been the President and Chief Executive Officer of Sanford Health, an integrated health system serving communities across the upper Midwest, since November 2020, and is an ex officio member of Sanford Health’s Board of Trustees. In addition, he previously served in a number of leadership roles for Sanford Health over a fourteen-year period, including as Chief Administrative Officer, Chief Human Resources Officer, and Corporate Counsel. • Mr. Gassen is a former healthcare litigator and is a current member of the State Bar of South Dakota. • Mr. Gassen has served on the board of trustees of the American Hospital Association since January 2024, and currently serves as a member of the Association’s Executive, and Executive Compensation committees. • He also chairs the board of directors for the Coalition to Strengthen America’s Healthcare and serves as a board member for The Medical Alley Association • Mr. Gassen has been recognized by Modern Healthcare as one of the 100 Most Influential People in Healthcare. • Mr. Gassen holds a Bachelor of Science degree, majoring in criminal justice and religious studies, and a Juris Doctor, both from the University of South Dakota. | | Skills and Qualifications We believe Mr. Gassen’s healthcare industry, executive leadership and business operations experience makes him particularly qualified to serve as a member of our Board. |

  24. CORPORATE GOVERNANCE

    | Laura Lang | | Managing Director of Narragansett Ventures, LLC Age: 70 Director since: 2022 Other Public Company Directorships: • V. F. Corporation (October 2011-Present) |

  25. CORPORATE GOVERNANCE

    | Professional Experience • Ms. Lang has served as the Managing Director of Narragansett Ventures, LLC, a strategic advisory firm focused on digital business transformation and growth investing, since January 2014. • Since November 2018, Ms. Lang has also served as an adviser to L Catterton. • Ms. Lang was the Chief Executive Officer of Time Inc., one of the largest branded media companies in the world, from January 2012 until December 2013. • From 2008 until 2012, Ms. Lang was Chief Executive Officer of Digitas Inc., a global marketing and technology agency and unit of Publicis Groupe S.A. In addition, she headed the company’s pure-play digital agencies, including Razorfish, Big Fuel, Denuo and Phonevalley. • Ms. Lang previously served as a member of the boards of directors of Care.com Inc., Nutrisystem, Inc., Benchmark Electronics, Inc. and Vroom Inc. • Ms. Lang holds a Bachelor of Arts from Tufts University, majoring in political science, and a Master of Business Administration from the Wharton School of the University of Pennsylvania. | | Skills and Qualifications We believe that Ms. Lang’s extensive digital expertise, financial, and executive experience, as well as her experience on compensation committees, makes her particularly qualified to serve as a member of our Board. |

  26. CORPORATE GOVERNANCE

    | Oscar Health, Inc. | 6 | 2026 Proxy Statement |

  27. CORPORATE GOVERNANCE

    | David Alexander Plouffe | | Former President, Policy & Advocacy of the Chan Zuckerberg Initiative Age: 58 Director since: 2021 |

  28. CORPORATE GOVERNANCE

    | Professional Experience • Mr. Plouffe served as an advisor to the Kamala Harris presidential campaign during 2024. • Prior to that, Mr. Plouffe served as President, Policy and Advocacy of the Chan Zuckerberg Initiative, a charitable organization established by Priscilla Chan and Facebook founder Mark Zuckerberg, from January 2017 to November 2019. • Mr. Plouffe served as Senior Vice President of Policy and Strategy of Uber Technologies, Inc., a technology-driven transportation company, from August 2014 to January 2017. • Mr. Plouffe served in The White House as Senior Advisor to former U.S. President Barack Obama from January 2011 to January 2013 and as Campaign Manager for President Obama’s historic campaign victory in 2008. • Prior to the Obama White House years, Mr. Plouffe managed and served as the strategist in election efforts of U.S. senators, governors, members of congress, and mayors, and served as the Deputy Chief of Staff to the House Democratic leader on Capitol Hill. • Mr. Plouffe has served as a member of the board of directors of the Obama Foundation, a nonprofit organization founded by First Lady Michelle Obama and President Barack Obama, since January 2014, and currently serves on the boards of directors of a number of other nonprofit organizations. • Mr. Plouffe holds a Bachelor of Arts degree, majoring in Political Science and Government, from the University of Delaware. | | Skills and Qualifications We believe Mr. Plouffe’s extensive experience in public policy and advocacy makes him particularly qualified to serve as a member of our Board. |

  29. CORPORATE GOVERNANCE

    | Siddhartha Sankaran | | Group Chief Financial Officer and Chief Operating Officer of FWD Group Holdings Limited Age: 48 Director since: 2021 |

  30. CORPORATE GOVERNANCE

    | Professional Experience • Mr. Sankaran is currently the Group Chief Financial Officer & Group Chief Operating Officer of FWD Group Holdings Limited, an insurance company, but announced that he expects to depart from this role this year. Prior to this role, Mr. Sankaran served as their Managing Director and Group Chief Financial Officer beginning in September 2023 and their Senior Advisor from June 2023 to September 2023. • Mr. Sankaran also served as our Chief Financial Officer from March 2019 to March 2021, provided transitional services to Oscar from March 2021 to June 2021 and served as our Interim Chief Financial Officer from December 2022 to September 2023. • Mr. Sankaran has also had a number of executive roles in the insurance industry, including as the Chairman and Chief Executive Officer of SiriusPoint Ltd., a global (re)insurance company, from March 2021 to May 2022. • He also served as a member of the board of directors of Third Point Reinsurance Ltd., the predecessor to SiriusPoint, from August 2019 to February 2021, including as its Chairman from August 2020 to February 2021. • Prior to that, Mr. Sankaran served as Executive Vice President and Chief Financial Officer of American International Group, Inc. (“AIG”), a global insurance company, from February 2016 to December 2018. Mr. Sankaran also served as Executive Vice President and Chief Risk Officer at AIG from November 2010 to February 2016. • Mr. Sankaran was formerly a Partner at Oliver Wyman, a global management consultancy. • Mr. Sankaran holds a Bachelor of Mathematics degree, majoring in actuarial science, with distinction from the University of Waterloo. | | Skills and Qualifications We believe Mr. Sankaran’s extensive leadership and financial and risk-management experience make him particularly qualified to serve as a member of our Board. |

  31. CORPORATE GOVERNANCE

    | Oscar Health, Inc. | 7 | 2026 Proxy Statement |

  32. CORPORATE GOVERNANCE

    | Mario Schlosser | | Co-Founder, President of Technology & Chief Technology Officer Age: 47 Director since: 2012 Other Public Company Directorships: • Duolingo, Inc. (July 2024-Present) |

  33. CORPORATE GOVERNANCE

    | Professional Experience • Mario Schlosser co-founded Oscar in 2012 and has served as a Director since that time. He has also served as our President of Technology since April 2023 and was additionally appointed as Chief Technology Officer in August 2023. Previously, Mr. Schlosser served as our Chief Executive Officer from December 2012 to April 2023, leading the Company from inception to serving over one million members across Individual & Family and Small Group health plans. In his current role, Mr. Schlosser leads product and engineering, data science and cybersecurity, with a focus on building Oscar’s technology platform. • Prior to Oscar, Mr. Schlosser co-founded Vostu, Ltd., a social gaming company in Latin America, where he led the company’s analytics and game design practices from August 2006 to November 2012. • From August 2007 to March 2010, Mr. Schlosser served as a Senior Investment Associate at Bridgewater Associates, where he developed analytical trading models. • Mr. Schlosser worked as a consultant for McKinsey & Company in Europe, the United States, and Brazil from November 2002 to May 2007. • Mr. Schlosser holds a degree in computer science with highest distinction from the University of Hannover and a Master of Business Administration from Harvard Business School. • As a visiting scholar at Stanford University, Mr. Schlosser wrote and co-authored 10 computer science publications. | | Skills and Qualifications We believe Mr. Schlosser’s perspective and experience from serving as a co-founder and Chief Executive Officer of various companies, including Oscar, as well as his technical acumen, make him particularly qualified to serve as a member of our Board. |

  34. CORPORATE GOVERNANCE

    | Vanessa Ames Wittman | | Former Chief Financial Officer of Glossier, Inc. Age: 59 Director since: 2021 Other Public Company Directorships: • AIG (March 2023-Present) • Booking Holdings (June 2019-Present) |

  35. CORPORATE GOVERNANCE

    | Professional Experience • Ms. Wittman was the Chief Financial Officer of Glossier, Inc., an online beauty product company, from April 2019 to April 2022, and served as an Advisor until December 2022. • Ms. Wittman served as Chief Financial Officer of Oath Inc., a digital media company, from January 2018 to January 2019. • Ms. Wittman served as Chief Financial Officer of Dropbox, Inc., a cloud storage and collaboration company, from February 2015 to October 2016. • Ms. Wittman served as Chief Financial Officer of Motorola Mobility Holdings, Inc., a consumer electronics and telecommunications company, from 2012 to 2015. • From 2008 to 2012, Ms. Wittman served as Executive Vice President and Chief Financial Officer of Marsh & McLennan Companies, a global professional services company. • From June 2014 to March 2019, Ms. Wittman was a member of the board of directors of Ulta Beauty, Inc., a cosmetics and beauty supply company. • She also served as a member of the board of directors of Sirius XM Holdings Inc., an audio entertainment company, from April 2011 to June 2018, and of Impossible Foods Inc. from March 2019 to December 2025. • Ms. Wittman holds a Bachelor of Arts degree, majoring in Business Administration, from the University of North Carolina at Chapel Hill, and a Master of Business Administration from the University of Virginia. | | Skills and Qualifications We believe Ms. Wittman’s extensive financial and executive experience, including as Chief Financial Officer of global technology companies, makes her particularly qualified to serve as a member of our Board. |

  36. CORPORATE GOVERNANCE

    | Oscar Health, Inc. | 8 | 2026 Proxy Statement |

  37. CORPORATE GOVERNANCE

    Board Composition

  38. Director Nominee Skills and Experience

    Director Nominee Skills and Experience The Board regularly considers its composition and reviews the skills and experiences that it believes are desirable to be represented on the Board in order to align with the Company’s strategic goals, business and operations and enable it to fulfil its oversight responsibilities. The following identifies some of these key qualifications and skills, describes their relevance to our strategic goals, business, and operations, and denotes which director nominees possess these skills:

  39. Director Nominee Skills and Experience

    | Key Qualifications and Skills | Bertolini | Gassen | Kushner | Lang | Plouffe | Sankaran | Schlosser | Wittman | | Executive Leadership. We seek directors with experience as a Chief Executive Officer (“CEO”), President or C-suite executive, as they possess the critical leadership skills necessary to effectively address the demands and challenges of managing a large organization. | • | • | • | • | • | • | • | • | | Finance, Accounting and Capital Markets. We seek directors with experience in public accounting, financial reporting, capital structure and financial transactions, to monitor and assess our performance, to promote robust controls and accurate financial reporting, and to oversee the optimization of our capital structure and financing opportunities. | • | • | • | • | • | • | • | • | | Business Development, Corporate Transactions, M&A. We seek directors with strong knowledge of, or experience in, defining and driving business and strategic development for a company, including M&A deal and integration experience, to oversee the assessment of opportunities consistent with our strategic priorities. | • | • | • | • | | • | • | • | | Business Operations. We seek directors with experience managing the operations of a business or a large, complex organization. | • | • | • | • | • | • | • | • | | Healthcare Industry. We seek directors with strong knowledge or experience in the healthcare or health insurance industry who bring valuable perspectives on issues specific to our business. | • | • | • | | • | • | • | | | Risk Management. Due to their key role in risk oversight, we seek directors with a deep understanding of risk management, analytics, and enterprise risk management (“ERM”). | • | • | | | • | • | • | • | | Corporate Governance. We seek directors experienced in overseeing corporate governance and Board strategies aligned with public company best practices. | • | | | • | • | • | • | • | | Compensation or Talent Development. We seek directors with experience in talent management and executive compensation knowledge and experience, to effectively oversee the management of talent that is critical to our growth and success. | • | • | | • | • | • | • | • | | Public Policy, Government Affairs or Regulatory Experience. As a health insurance company, we seek directors with experience in public policy and/or an understanding of the complex regulatory and governmental environment in which we operate. | • | • | | | • | • | • | | | Technology Innovation and Digital Experience. We seek directors with deep knowledge in technology architecture, risk and innovation, including AI, to enhance the Board’s understanding of relevant risks and opportunities related to our strategic objective of building a technology-enabled health insurance marketplace to improve consumer healthcare experiences. | • | | • | • | | • | • | • | | Cybersecurity or Information Security. As a technology company, our cybersecurity and information security are critical, and we seek directors with a significant understanding of cybersecurity matters including network protection, data security and threat assessment to oversee these key matters. | • | • | | • | | • | • | • | | Marketing and Brand Development. We seek directors with experience with direct-to-business and/or consumer sales and marketing, including building and marketing products in complex business and consumer ecosystems, as we continue to build our brand and grow member, provider and broker awareness and retention. | • | | • | • | • | | | |

  40. Director Nominee Skills and Experience

    | Oscar Health, Inc. | 9 | 2026 Proxy Statement |

  41. Director Compensation Table

    Director Compensation Table The following table sets forth the compensation paid to or earned by our Eligible Directors during the year ended December 31, 2025.

  42. Director Compensation Table

    | Name(1) | Fees Earned or Paid in Cash ($) | Stock Awards ($)(2) | Total ($) | | Jeffery Boyd | 210,000(3) | 199,996 | 409,996 | | William (Bill) J. Gassen III | 77,995(3) | 199,996 | 277,991 | | Laura Lang | 112,500 | 199,996 | 312,496 | | David Alexander Plouffe | 85,000(3) | 199,996 | 284,996 | | Elbert O. Robinson, Jr.(4) | 33,001 | — | 33,001 | | Siddhartha Sankaran | 70,000 | 199,996 | 269,996 | | Vanessa Ames Wittman | 112,500 | 199,996 | 312,496 |

  43. Director Compensation Table

    | (1) Messrs. Bertolini and Schlosser did not receive any compensation for their services as members of our Board in 2025; the compensation paid to Messrs. Bertolini and Schlosser for the services they provided to our Company during 2025 is reflected in the section titled, “Executive Compensation Tables—Summary Compensation Table.” Mr. Kushner, a member of our Board and our Vice Chair, is an executive officer of the Company, but is not an employee, nor did he receive any compensation for his service as a member of our Board in 2025. |

  44. Director Compensation Table

    | (2) Amounts in this column reflect the full grant date fair value of the RSU awards granted during 2025 computed in accordance with ASC Topic 718, rather than the amounts paid to or realized by the named individual. We provide information regarding the assumptions used to calculate the value of all RSU awards made to our directors in Note 10 to the consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2025. On June 4, 2025, each Eligible Director received a grant of 14,134 RSUs, having a grant date fair value of $199,996, all of which is included in the “Stock Awards” column, and which remained outstanding at the end of 2025. See “Director Compensation” above for a summary of the vesting schedules applicable to the annual director grants. In addition, as of December 31, 2025, Mr. Boyd had 116,666 option awards outstanding and Mr. Sankaran had 861,665 option awards outstanding. |

  45. Director Compensation Table

    | (3) Each of Messrs. Boyd, Gassen and Plouffe elected to receive payment of his annual cash retainer fees in the form of deferred RSUs pursuant to the Deferred Compensation Plan. Mr. Boyd received 13,326 deferred RSUs, Mr. Gassen received 4,969 deferred RSUs, and Mr. Plouffe received 5,393 deferred RSUs. |

  46. Director Compensation Table

    | (4) Mr. Robinson departed from the Board effective June 4, 2025. |

  47. Compensation Discussion and Analysis

    | 2025 Year in Review | Key 2025 Compensation Decisions | Looking Ahead to 2026 | | Reset year for individual market | Annual incentive program payout of 91.0% of target | Secured continued CEO leadership for the long-term | | Improvement in key metrics 28% increase in year-over-year revenue to $11.7 billion 160 basis point improvement in our SG&A expense ratio | Long-term incentive plan 50% RSUs 50% performance-based RSUs (“PSUs”) | Strongly positioned to deliver significant margin expansion and a return to profitability in 2026 Record 2026 open enrollment period Continued above-market growth, with 3.4 million members as of February 1, 2026 Nearly doubled market share, from 17% to 30%, across our footprint | | Strategically added to our executive team Janet Liang and Adam McAnaney | Did not grant equity awards to our CEO | |

  48. Key 2025 Compensation Decisions

    | • 2025 Annual Incentive Program Achievement. In 2025, the T&C Committee updated the Company’s annual incentive program design to further align it with the Company’s pay for performance philosophy. Under our 2025 annual bonus program, the aggregate bonus pool for the Company’s most senior executives (the “Executive Bonus Pool”) was funded based on the Company’s achievement of pre-established, rigorous performance goals. Once the Executive Bonus Pool was funded, the T&C Committee determined the final payout to each executive officer (other than the CEO) based on the executive’s achievement of individual performance and leadership goals. The CEO’s annual bonus was determined solely based on the achievement of the Company’s performance goals. The T&C Committee set rigorous Company performance metrics focused on key value drivers: profitability, revenue growth, expense management, and improving the membership and provider experience. Notably, as a result of stockholder feedback received in 2024 expressing a preference for non-overlapping metrics in short-term and long-term incentive plans, in 2025 we replaced the Adjusted EBITDA metric in our annual cash incentive program with Operating Margin. Operating Margin was chosen specifically to round out the annual incentive program’s metrics, ensuring a comprehensive evaluation of performance by capturing profitability, including the impact of risk adjustment and medical expenses. It complements Direct & Assumed Premium, which measures growth, and Direct SG&A Ratio, which measures expense management (in each case, excluding the impact of risk adjustment). | Annual incentive program payout of 91.0% of target |

  49. Key 2025 Compensation Decisions

    | In furtherance of the Company’s commitment to a pay-for-performance culture, and in acknowledgement of the challenging industry dynamics of the year, the T&C Committee exercised downward discretion, approving an Executive Bonus Pool funding of 91.0% of target, despite formulaic achievement of our Company performance goals at 105.9% of target. In recognition of our management team working together to successfully execute and address these headwinds, including the steps management took during the open enrollment period in 2025 to enable the Company to achieve record membership in 2026, the T&C Committee determined that each of our NEOs achieved his or her individual goals at 100%. For more information, see “Annual Incentive Compensation” on page 33. | | | • 2025 Long-Term Incentive Program. To retain and further align the interests of our executives with those of our stockholders, our T&C Committee designed a long-term incentive program for 2025 that ties our equity-based award structure to the Company’s long-term strategy and achievement of our multi-year financial plan. In 2025, the annual equity grant for our NEOs (other than Mr. Bertolini) consisted of an equally weighted mix of time-based RSUs and PSUs intended to drive the executive management team towards the achievement of performance objectives focused on stockholder value creation. The RSUs vest over a three-year period, subject to the executive’s employment. The PSUs cliff vest at the end of a three-year performance period covering 2025 through 2027, and are tied to the Company’s achievement of a rigorous cumulative Adjusted EBIT(1) target, with a relative TSR modifier, as well as continued employment. See “2025 NEO Equity Awards” on page 37 and “2025 PSU Annual Awards” on page 38 for more information. • No CEO Equity Awards in 2025. When Mr. Bertolini joined the Company in April 2023, he was granted a sign-on RSU award and a sign-on PSU award, which provided an opportunity to vest based both on the achievement of specified stock price performance goals and continuation of service. The first and second stock price hurdles of the PSU award were achieved in March and May of 2024, respectively, and the third stock price hurdle was not achieved. In connection with awarding his sign-on equity awards, the T&C Committee did not grant Mr. Bertolini additional long-term incentive or equity-based awards in 2024 or 2025. | Long-term incentive plan 50% RSUs 50% performance-based RSUs (“PSUs”) Did not grant equity awards to our CEO in 2025 |

  50. Looking Ahead to 2026

    | • Secured CEO Leadership for the Long-Term. On December 22, 2025, the Company entered into an Amended and Restated Employment Agreement (the “A&R Employment Agreement”) with Mr. Bertolini to secure his continued leadership until at least April 1, 2029, and on March 2, 2026 awarded Mr. Bertolini equity-based awards with performance terms consistent with the terms granted to our other NEOs in 2026. The awards consist of an equally weighted mix of time-based RSUs that vest over a three-year period, and PSUs that cliff vest at the end of a three year performance period covering 2026 to 2028, in each case, subject to continued employment or service as the Company’s CEO or a member of the Board. Due to challenges in setting three-year financial targets in the current market and regulatory environment, and as a result of stockholder feedback, the T&C Committee designed the performance component of the PSU award to drive substantial returns to stockholders through relative TSR outperformance over the long-term, and ensured further alignment with the stockholder experience by including a cap on payouts in the event the Company’s absolute TSR is negative. Other than these awards, Mr. Bertolini is not expected to be eligible to receive a long-term incentive or equity-based compensatory award prior to calendar year 2029. For more information, including on the equity awards granted in 2026 to our named executive officers, including Mr. Bertolini, see “2026 Compensation Actions” on page 42. | Secured continued CEO leadership for the long-term | | • Building for Sustainable Growth and Profitability. Through the management team’s decisive actions in 2025, including executing on its disciplined pricing, distribution and product strategy, we believe the Company is strongly positioned to deliver significant margin expansion and a return to profitability in 2026. The 2026 open enrollment period was a record for the Company, resulting in 3.4 million members as of February 1, 2026, demonstrating the Company’s continued above-market growth. Additionally, the Company nearly doubled its market share, from 17% to 30%, across its footprint. This record membership, increase in market share, and top-line growth lay a strong foundation for the year ahead. (1) Adjusted EBIT is a financial measure that is not prepared in accordance with generally accepted accounting principles (“GAAP”). Appendix A to this Proxy Statement defines this and other non-GAAP financial measures and reconciles them to the most directly comparable historical GAAP financial measures, where applicable. | Strongly positioned to deliver significant margin expansion and a return to profitability in 2026 Record 2026 open enrollment period Continued above-market growth, with 3.4 million members as of February 1, 2026 Nearly doubled market share, from 17% to 30%, across our footprint |

  51. Looking Ahead to 2026

    | Type | Element | Link to Stockholder Value | Features | | Fixed | Base Salary | • Provide baseline compensation to attract and retain key executive talent in a competitive marketplace | • Cash-based compensation | | Variable, at-risk, performance-based | Annual Incentive | • Incentivize and reward the achievement of financial, strategic, and operational performance metrics • Promote retention of key executive talent | • Cash-based compensation • Based on key performance goals tied to our strategy • Company performance goals based 80% on financial metrics (Operating Margin, Direct and Assumed Premiums, Direct SG&A Ratio) and 20% on strategic and operational metrics (excellence in member and provider operations)(1) • For NEOs other than our CEO, also takes into account individual performance • Maximum opportunity capped | | | Long-term Equity Incentives(2) | | | | | PSUs | • Reward achievement of long-term financial performance and outperformance against peers, creating long-term stockholder value and aligning executive and stockholder interests • Promote long-term retention of key executive talent | • Cliff vest after long-term, 3-year performance period • Reward achievement of a long-term financial performance goal (Adjusted EBIT) and outperformance against peers (relative TSR)(1) • Maximum opportunity capped | | | Time-based RSUs | • Align executive and stockholder interests, as realizable value is directly tied to our stock price • Promote long-term retention of key executive talent | • Vest in quarterly installments over a 3-year period |

  52. Looking Ahead to 2026

    | (2) Includes our annual long-term equity grants; excludes the new hire awards made to Ms. Liang and Mr. McAnaney. Mr. Bertolini received sign-on RSU and PSU awards when he joined the Company in 2023. The T&C Committee did not grant Mr. Bertolini additional long-term incentive or equity-based compensatory awards prior to calendar year 2026, and Mr. Bertolini was not eligible for an award in 2024 or 2025. |

  53. Looking Ahead to 2026

    | • | We believe it is important for our executives to participate in long-term value creation. |

  54. Looking Ahead to 2026

    | • | We aim to retain and reward high-performing executives by awarding them cash and equity incentives as part of their compensation package. |

  55. Looking Ahead to 2026

    | • | Equity is a long-term incentive granted as a strategic component of compensation to promote retention and alignment with Company goals that are viewed as drivers of sustainable long-term value creation. |

  56. Looking Ahead to 2026

    | • | Equity awards are sized based on market competitive analysis by job type as well as Company performance while also considering potential dilution. |

  57. Looking Ahead to 2026

    | (1) Assumes annualized base salaries of $600,000 for each NEO, which were the base salaries at the time the T&C Committee considered in setting target compensation for the year. As discussed below, Mr. Bertolini’s base salary was increased to $1,300,000 effective as of December 22, 2025. Assumes annualized annual incentives calculated as a percentage of such annualized base salaries. For Mr. Bertolini, the target long-term incentive percentage was calculated by annualizing over three years the grant date fair value of his sign-on, long-term incentive awards granted in 2023; for all other NEOs, the target long-term incentive percentage assumes the target long-term equity award values approved by the T&C Committee for 2025 (excluding their new hire awards), as shown on page 37. Percentages may not sum due to rounding. |

  58. Looking Ahead to 2026

    | What We Do | | | | Pay for performance | | | Emphasize performance-based, variable, at-risk compensation | | | Emphasize the use of equity compensation to reward long-term value creation and promote executive retention | | | Utilize financial, strategic, and operational metrics closely tied to our growth drivers | | | Cap maximum payouts for our annual and long-term incentive plan | | | Maintain robust stock ownership guidelines for our executives and non-employee directors | | | Maintain an SEC- and NYSE-compliant clawback policy | | | Engage an independent compensation consultant to advise our T&C Committee | | | Maintain double-trigger change in control provisions | | | Regularly engage with stockholders on compensation topics |

  59. Looking Ahead to 2026

    | What We Do Not Do | | | | No uncapped incentives | | | No guaranteed annual incentives | | | No guaranteed pay increases | | | No single-trigger cash payments or benefits upon a change in control | | | No hedging or pledging of our stock | | | No significant perquisites | | | No excise tax gross-ups |

  60. Looking Ahead to 2026

    | Topic | What we heard | What we did | | Incentive program metrics | Preference for non-overlapping metrics in short-term and long-term incentive plans | As a result of stockholder feedback received in 2024, in 2025, we replaced the Adjusted EBITDA metric in our annual cash incentive program with Operating Margin. See page 34. | | | Preference for TSR metrics in long-term incentive plans rather than Company financial metrics | Due to challenges in setting three-year financial targets in the current market and regulatory environment, and as a result of stockholder feedback, the PSUs awarded in 2026 will be earned based solely on the Company’s TSR performance relative to the 2026 rTSR Peer Group, subject to an absolute TSR cap. See page 42. | | Alignment of pay and performance | Desire to better understand factors impacting the composition of the compensation benchmarking peer group and the relative TSR peer group used for our performance-based equity awards | We have bolstered our disclosure around the comprehensive annual review of the peer groups undertaken by our T&C Committee, and the factors considered in determining each peer group. See page 39. |

  61. Oversight of Compensation

    Oversight of Compensation Our T&C Committee, which is comprised solely of independent directors, is responsible for reviewing and determining the compensation to be provided to our NEOs, including our CEO. The T&C Committee is also responsible for overseeing the administration of our equity plans, as well as talent management and succession planning. The T&C Committee may delegate certain of its authority to one or more subcommittees as it deems appropriate from time to time. The T&C Committee may also delegate to an officer the authority to grant equity awards to certain employees, and has delegated to the CEO and the CFO, jointly in their capacity as officers of the Company, the authority to approve changes or amendments to the vesting or exercise schedules of awards granted under our equity incentive plan, other than for certain officers and for directors.

  62. Role of the Compensation Consultant

    Role of the Compensation Consultant The T&C Committee has the authority to retain or obtain the advice of compensation consultants, legal counsel and other advisors to assist in carrying out its responsibilities. During 2025, the T&C Committee engaged a compensation consultant, FW Cook, to assist in benchmarking the compensation of our non-employee directors and executive officers and evaluating the appropriateness of the executive compensation program structure in supporting our business strategy and talent objectives. This included a review of compensation levels and awards under our long-term incentive program, the structure and terms of our incentive compensation plans and awards, executive compensation trends and regulatory developments, our compensation peer group, CEO compensation, non-employee director compensation, and assistance with our proxy statement disclosures, as well as our compensation risk assessment. FW Cook reports directly to the T&C Committee and regularly attends and participates in T&C Committee meetings, including executive sessions. FW Cook did not provide any services to the Company in 2025 other than through its engagement by the T&C Committee. The T&C Committee performed its annual independence review of FW Cook under NYSE and SEC rules and determined that the work of FW Cook did not raise a conflict of interest.

  63. Role of the Compensation Consultant

    | Oscar Health, Inc. | 31 | 2026 Proxy Statement |

  64. Compensation Peer Group

    Compensation Peer Group The T&C Committee uses a peer group that serves as a primary reference point for various compensation analyses (the “Compensation Peer Group”), including NEO compensation levels, incentive plan design, and non-employee director compensation. The T&C Committee considers data from the Compensation Peer Group alongside multiple surveys when evaluating executive pay levels. In September 2024, we developed the below Compensation Peer Group with FW Cook, which informed the T&C Committee’s review of our executive compensation program for fiscal year 2025. The Compensation Peer Group reflects a hybrid approach intended to reflect the Company’s disruptive business model and talent strategy that straddles the managed care and healthcare technology industries. The T&C Committee selected the Compensation Peer Group companies based on a combination of relevant factors, including industry classification, business model, and size (including employee count, revenue, and market capitalization). In September 2024, when the Compensation Peer Group was approved, we were centrally positioned within the group, as our projected 2024 revenues were between the group’s median and 75th percentile, while our market cap was between the 25th percentile and median.

  65. Compensation Peer Group

    | 2025 Compensation Peer Group | | | | Agilon Health | Alignment Healthcare | Concentrix | | DaVita | Encompass Health | Evolent Health | | GoodRx | HealthEquity | Labcorp | | Molina Healthcare | Privia Health | Quest Diagnostics | | R1 RCM | Teladoc Health | Tenet Healthcare |

  66. Compensation Peer Group

    In September 2025, the T&C Committee, with the assistance of FW Cook, conducted its annual review of the Compensation Peer Group and determined that two of the companies, GoodRx and R1 RCM (which was acquired at the end of 2024), fell outside one or more of the defined parameters and removed them from the group to better reflect the Company’s larger size. In addition to the Compensation Peer Group, we have developed a second peer group that is used for the relative TSR component of our 2025 annual PSU awards. For more information, see the section entitled “rTSR Modifier” below.

  67. Compensation Peer Group

    | Oscar Health, Inc. | 32 | 2026 Proxy Statement |

  68. Compensation Peer Group

    2025 Executive Compensation Program

  69. Annual Incentive Compensation

    Annual Incentive Compensation We consider annual cash incentive bonuses to be an important component of our total compensation program in incentivizing achievement of our near-term priorities that are expected to drive sustainable long-term stockholder value. Each of our NEOs is eligible to receive an annual performance-based target incentive amount expressed as a percentage of the base salary paid to the executive during the performance year. The NEOs’ 2025 target bonus opportunities are set forth in the “2025 NEO Annual Incentive Payouts” table below. The 2025 annual bonus program for each of our NEOs (other than for our CEO) was updated from the 2024 program to maintain focus on achievement of corporate goals while enhancing accountability for individual performance. Under the 2025 annual bonus program, the Executive Bonus Pool was funded based upon the Company’s achievement of pre-established, rigorous goals related to the metrics described below. The 2025 program was structured such that the Executive Bonus Pool would fund at 100% if each goal was achieved at the target level of performance, with total potential Executive Bonus Pool funding capped at 200% of the target Executive Bonus Pool. Once the Executive Bonus Pool was funded, the individual bonus for each of our NEOs, other than Mr. Bertolini, was based upon the NEO’s actual achievement of pre-determined individual performance goals, in order to more closely align final payouts with individual contributions. Mr. Bertolini’s annual incentive payout was based entirely on the achievement of the Company’s performance goals. Awards are paid out, if earned, based on the following formula:

  70. Annual Incentive Compensation

    | (1) Our CEO’s payout is in line with the Company performance goal achievement, and is not subject to individual performance goals. |

  71. Annual Incentive Compensation

    | (2) In the aggregate, final awards for the executives subject to the Executive Bonus Pool, including all of our NEOs, cannot exceed the total Executive Bonus Pool funding. |

  72. Annual Incentive Compensation

    | Oscar Health, Inc. | 33 | 2026 Proxy Statement |

  73. Performance Metric Selection

    Company Performance Goals. The T&C Committee sets rigorous annual goals, such that target goals are achieved by maintaining sound process and execution, and above-target goals require outstanding performance. The Company’s annual operating plan serves as the basis for the goals that are set, and takes into account the prior year’s results, the anticipated macroenvironment, and the Company and industry outlooks for the year. As a result of stockholder feedback received in 2024 expressing a preference for non-overlapping metrics in short-term and long-term incentive plans, in 2025, we replaced the Adjusted EBITDA metric in our annual cash incentive program with Operating Margin. Operating Margin was chosen specifically to round out the annual incentive program’s metrics, ensuring a comprehensive evaluation of performance by capturing profitability, including the impact of risk adjustment and medical expenses. It complements Direct & Assumed Premium, which measures growth, and Direct SG&A Ratio, which measures expense management (in each case, excluding the impact of risk adjustment). The financial, operational and strategic metrics currently used in our annual incentive program are intended to support the achievement of key objectives and reflect what we consider our primary drivers of stockholder value: increasing profitability, increasing revenue, managing expenses within our business, and continuously refining core operations tied to the membership and provider experience. The Company’s actual results are measured against these goals to determine performance on these metrics. Mr. Bertolini’s annual incentive payout is based entirely on the achievement of the Company’s performance goals. Individual Performance Goals. For each NEO other than Mr. Bertolini, in the first half of 2025, the T&C Committee also set individual quantitative and qualitative business unit-specific goals, as well as goals tied to compliance and regulatory considerations, succession planning, and leadership behaviors, in order to more closely align final payouts with individual contributions. These individual goals were established with input and recommendations from Mr. Bertolini. At year-end, each individual’s performance was reviewed against these goals to determine each NEO’s final payout.

  74. 2025 Achievement

    | Metric | Weight | Threshold (30%) | Target (100%) | Maximum (200%) | Actual Performance | Metric Achievement | Weighted Achievement | | Operating Margin(1) | 40% | 1.8% | 2.7% | 3.5% | (3.4)% | 0.0% | 0.0% | | Direct and Assumed Premiums(2)(3) | 20% | $11.6 billion | $12.9 billion | $14.2 billion | $14.1 billion | 192.5% | 38.5% | | Direct SG&A Ratio(2)(4) | 20% | 17.0% | 15.6% | 14.5% | 14.6% | 186.0% | 37.2% | | Excellence in Member and Provider Operations(5) | 20% | 30% | 100% | 200% | 150.9% | 150.9% | 30.2% | | Achievement of Company Performance Goals | | | | | | | 105.9%(6) | | Executive Bonus Pool Funding After T&C Committee Exercised Downward Discretion | | | | | | | 91.0%(7) |

  75. 2025 Achievement

    | (1) 70% payout was achieved with 2.2% Operating Margin; 130% payout was achieved with 3.1% Operating Margin; for results that fell between any of the identified levels, the payout was determined using straight line linear interpolation. |

  76. 2025 Achievement

    | (3) 70% payout was achieved with $12.5 billion of Direct & Assumed Premiums; 130% payout was achieved with $13.3 billion of Direct & Assumed Premiums; for results that fell between any of the identified levels, the payout was determined using straight line linear interpolation. |

  77. 2025 Achievement

    | (4) 70% payout was achieved with 16.2% Direct SG&A Ratio; 130% payout was achieved with 15.0% Direct SG&A Ratio; for results that fell between any of the identified levels, the payout was determined using straight line linear interpolation. |

  78. 2025 Achievement

    Company Performance Goals Achievement. Based on our achievement of our Company performance goals in 2025, our T&C Committee determined that the Executive Bonus Pool would have been funded at 105.9% of target. However, in acknowledgement of the challenging industry dynamics of the year, and the resulting negative impact on the Company’s 2025 earnings, the T&C Committee exercised downward discretion, approving Executive Bonus Pool funding of 91.0% of target. Individual Performance Goals Achievement. In addition, in recognition of our management team working together to successfully execute and address the industry headwinds, including the steps management took during the open enrollment period in 2025 to enable the Company to achieve record membership in 2026, the T&C Committee evaluated each NEO’s (other than Mr. Bertolini’s) quantitative and qualitative business unit-specific goals, as well as goals tied to compliance and regulatory considerations, succession planning, and leadership behaviors, and determined that each of our NEOs (other than Mr. Bertolini who does not have individual goals) achieved his or her individual goals at 100%.

  79. 2025 NEO Annual Incentive Payouts

    2025 NEO Annual Incentive Payouts The T&C Committee did not approve any increases in the annual incentive program target opportunity for any of our NEOs for the 2025 performance period. The following table shows our NEOs’ target bonus opportunities for 2025, as a percentage of base salary, and the payouts under our 2025 annual incentive program for each NEO based on performance results:

  80. 2025 NEO Annual Incentive Payouts

    | Named Executive Officer | 2025 Base Salary Paid(1) | Target Annual Incentive (% of Base Salary Paid) | Target Annual Incentive | Company Performance Goal Achievement(2) | Individual Performance Goal Achievement(3) | Final Award | | Mark T. Bertolini | $619,177 | 30% | $185,753 | 91.0% | — | $169,036 | | Mario Schlosser | $600,000 | 100% | $600,000 | 91.0% | 100.0% | $546,000 | | Scott Blackley | $600,000 | 80% | $480,000 | 91.0% | 100.0% | $436,800 | | Janet Liang | $511,233 | 100% | $511,233 | 91.0% | 100.0% | $465,222 | | Adam McAnaney | $511,233 | 60% | $306,740 | 91.0% | 100.0% | $279,133 |

  81. 2025 NEO Annual Incentive Payouts

    | (1) Mr. Bertolini’s base salary paid reflects his salary increase, effective as of December 22, 2025. Ms. Liang and Mr. McAnaney’s base salaries paid are for the portion of the year that they were employed. |

  82. 2025 NEO Annual Incentive Payouts

    | (2) Despite formulaic achievement of our Company performance goals at 105.9% of target, the T&C Committee exercised downward discretion, and approved an Executive Bonus Pool funding of 91.0% of target. |

  83. 2025 NEO Annual Incentive Payouts

    | (3) Mr. Bertolini’s annual incentive payout is based entirely on the achievement of the Company’s performance goals. |

  84. 2025 NEO Annual Incentive Payouts

    | Oscar Health, Inc. | 36 | 2026 Proxy Statement |

  85. Long-Term Equity Incentives

    Long-Term Equity Incentives

  86. Objectives and Key Features of 2025 Annual Equity Awards

    Objectives and Key Features of 2025 Annual Equity Awards We view equity-based compensation as the most critical component of our executive compensation program, as it aligns the interests of our executive officers with those of our stockholders over the long-term by rewarding achievement of financial and stock price performance, and promotes retention of our key talent through multi-year vesting requirements. The following describes the combination of equity-based vehicles we granted to our NEOs, other than Mr. Bertolini, in 2025 to achieve these objectives:

  87. Objectives and Key Features of 2025 Annual Equity Awards

    | Vehicle | | Key Features | | PSUs | | • 100% performance-based and subject to forfeiture in event of underperformance • Focus executives on a critical financial metric, generating long-term stockholder value • Rewards outperformance against peers; penalizes underperformance against peers • Cliff-vest after completion of the three-year performance period • Earned at 0% to 280% of target based on cumulative three-year Adjusted EBIT (2025-2027) and a three-year relative TSR modifier | | Time-Based RSUs | | • Vest over a three-year period in 12 equal quarterly installments beginning on June 1, 2025, subject to the executive’s continued service • Promote long-term retention, stock ownership, and alignment of interests with stockholders as realizable value of award is tied to stock price performance |

  88. 2025 NEO Equity Awards

    2025 NEO Equity Awards As further discussed in “Compensation-Setting Process” above, the T&C Committee reviewed the Compensation Peer Group information provided by FW Cook, Company performance, individual performance, market trends, and the views of the CEO (in the case of the other NEOs) and the other non-employee directors of the Board, and applied its judgment to determine that the 2025 annual equity awards were appropriate and aligned with our compensation philosophy and strategic market positioning. In 2025, the T&C Committee approved the following annual equity awards:

  89. 2025 NEO Equity Awards

    | Named Executive Officer | 2025 Target PSU Award Value(1) | 2025 Target RSU Award Value(2) | 2025 Total Long-Term Equity Award Value(3) | | Mark T. Bertolini(4) | — | — | — | | Mario Schlosser | $2,665,000 | $2,665,000 | $5,330,000 | | Scott Blackley | $1,600,000 | $1,600,000 | $3,200,000 | | Janet Liang | $1,500,000 | $1,500,000 | $3,000,000 | | Adam McAnaney | $950,000 | $950,000 | $1,900,000 |

  90. 2025 NEO Equity Awards

    | (1) The number of shares of Class A common stock subject to each PSU award presented in the table relates to the target level of PSUs, and was determined by dividing the dollar-denominated value of the award by the average per share closing price of the Company’s Class A common stock for the 30 consecutive trading days prior to (and including) the date immediately preceding March 1, 2025. |

  91. 2025 NEO Equity Awards

    | (2) The number of shares of Class A common stock subject to each RSU award was determined by dividing the dollar-denominated value of the award by the average per share closing price of the Company’s Class A common stock for the 30 consecutive trading days prior to (and including) the date immediately preceding March 1, 2025. |

  92. 2025 NEO Equity Awards

    | (3) The 2025 annual equity awards are subject to accelerated vesting provisions and other terms and conditions in connection with a change in control and qualifying terminations of employment, as described below in the section entitled, “Potential Payments Upon Termination or Change in Control.” |

  93. 2025 NEO Equity Awards

    | (4) Mr. Bertolini received sign-on RSU and PSU awards when he joined the Company in 2023. The T&C Committee did not grant Mr. Bertolini additional long-term incentive or equity-based compensatory awards in 2024 or 2025. |

  94. 2025 NEO Equity Awards

    | Oscar Health, Inc. | 37 | 2026 Proxy Statement |

  95. 2025 PSU Annual Awards

    2025 PSU Annual Awards Performance Metric Selection Our PSUs align the interests of our executives with those of our stockholders by focusing our executives on a critical financial metric, generating long-term stockholder value, and rewarding outperformance against our peers. Further details on the PSU performance metrics are below:

  96. 2025 PSU Annual Awards

    | Measure | Reason for Selection | | Adjusted EBIT(1) | • Strongly correlated with our ability to drive long-term stockholder value • Prevalent, industry-relevant measure of growth | | Relative TSR | • Measures the Company’s TSR compared to the TSR of each company in a selected peer group over a specific period • Offers clear alignment between the interests of management and our stockholders • Indicator of long-term performance • Relative (as opposed to absolute) nature of goal accounts for macroeconomic factors and factors impacting the broader industry |

  97. 2025 PSU Annual Awards

    | (1) Adjusted EBIT is a financial measure that is not prepared in accordance with GAAP. We generally define “Adjusted EBIT” as the Company’s Earnings (loss) from operations, as reported in the Company’s Annual Report on Form 10-K, further adjusted to exclude the impact of quota share reinsurance, asset impairments, transaction-related expenses, restructuring expenses, significant severance obligations and other non-recurring expenses that do not relate to ongoing business performance, and which is calculated on a cumulative basis over the relevant performance period. Appendix A to this Proxy Statement defines this and other non-GAAP financial measures. |

  98. 2025 PSU Annual Awards

    Rigorous Goal Setting In 2025, the T&C Committee granted our annual PSU awards following the completion of our three-year strategy and financial model, and set target goals that incentivize the achievement of our long-term goals, as well as maximum payouts that incentivize outperformance of our long-term goals. 2025 Financial Performance Targets The annual PSU awards granted in 2025 provide the opportunity to earn and vest in a number of PSUs based on the Company’s attainment of an Adjusted EBIT goal, with an rTSR modifier, during the three-year performance period from January 1, 2025 through December 31, 2027 (the “Final Earned PSUs”). Any Final Earned PSUs will vest on the last day of the performance period, subject to the executive’s continued service. The calculations for the payout of the 2025 PSU award will be as follows: Adjusted EBIT. If we achieve at least threshold performance of Adjusted EBIT during the performance period, a percentage of the target number of PSUs will become earned, as set forth in the table below (such earned PSUs, the “Earned Adjusted EBIT PSUs”), with payout for performance between levels determined based on linear interpolation in the event that Adjusted EBIT performance falls between “threshold” and “target,” “target” and “stretch” or “stretch” and “maximum”. There are no payouts for performance below “threshold.”

  99. 2025 PSU Annual Awards

    | Performance | Below Threshold | Threshold | Target | Stretch | Maximum | | Percentage of Target PSUs Earned | 0% | 50% | 100% | 150% | 200% |

  100. 2025 PSU Annual Awards

    | Oscar Health, Inc. | 38 | 2026 Proxy Statement |

  101. 2025 PSU Annual Awards

    rTSR Modifier. To determine the Final Earned PSUs, the Earned Adjusted EBIT PSUs will be multiplied by the rTSR Modifier, determined in accordance with the following table:

  102. 2025 PSU Annual Awards

    | Adjustment Type | 3-Year Relative TSR Positioning vs. 2025 rTSR Peer Group | rTSR Modifier | | Top Quartile: Upward Adjustment ↑ | Rank 1 | 1.40x | | | Ranks 2-3 | 1.25x | | Middle Quartiles: No Adjustment | Ranks 4-9 | 1.0x (No Adjustment) | | Bottom Quartile: Downward Adjustment ↓ | Ranks 10-12 | 0.75x |

  103. 2025 PSU Annual Awards

    In 2025, the T&C Committee reviewed the peer group used for measuring rTSR for purposes of PSUs achievement. The peer group was previously composed of Centene Corporation, Molina Healthcare, Inc., CVS Health Corporation, Cigna Group, Elevance Health, Inc., Agilon Health Inc., Alignment Healthcare, Inc., Evolent Health, Inc., Privia Health Group, Inc., Teladoc Health, Inc., and Accolade, Inc. (“2024 rTSR Peer Group”). The peer group was chosen based on (i) industry, including managed care and healthcare technology companies, with emphasis on direct competitors and close industry peers, (ii) revenue, and (iii) market capitalization. As a result of the pending acquisition of Accolade, Inc., Accolade, Inc. was determined to fall outside one or more of the defined parameters and was removed from the peer group. One company, Humana Inc., was added to the peer group, reflecting its relevance from an industry, revenue, and market capitalization standpoint (the 2024 Peer Group, as so adjusted, “2025 rTSR Peer Group”).

  104. 2025 PSU Annual Awards

    | 2025 rTSR Peer Group | | | Managed Care Companies | Healthcare Technology Companies | | Centene Corporation | Agilon Health | | Cigna Group | Alignment Healthcare | | CVS Health Corporation | Evolent Health | | Elevance Health | Humana Inc. | | Molina Healthcare | Privia Health | | | Teladoc Health |

  105. 2025 PSU Annual Awards

    | Rationale for Different Compensation Peer Group and rTSR Peer Group | | Due to the disruptive business model and hybrid nature of our Company, we look for peer companies both in the managed care and healthcare technology industries. Most of the healthcare technology companies in our 2025 rTSR Peer Group are part of our Compensation Peer Group. However, because of the specific purpose of the 2025 rTSR Peer Group, in considering comparator managed care companies, the T&C Committee places an emphasis on direct competitors and close industry peers that are subject to the same or similar market dynamics. While the managed care organizations in our 2025 rTSR Peer Group largely fall outside the revenue and market capitalization parameters that we use for our Compensation Peer Group, they are close industry peers that are subject to very similar market dynamics and investors assess our performance relative to these companies. For this reason, our T&C Committee believes they are appropriate comparator companies for purposes of measuring relative TSR. |

  106. 2025 PSU Annual Awards

    | Oscar Health, Inc. | 39 | 2026 Proxy Statement |

  107. Achievement Determination for 2023 Bertolini PSU Award

    Achievement Determination for 2023 Bertolini PSU Award As previously disclosed, Mr. Bertolini received a PSU award in April 2023 when he joined the Company. The earned portion of the PSU award vested on April 3, 2026, based on both the achievement of pre-determined price per share goals over the period commencing on April 3, 2023, and ending on April 3, 2026, and Mr. Bertolini’s continued employment or service as the Company’s CEO. The first and second stock price hurdles were achieved in March and May 2024, respectively. The final $39 stock price hurdle was not achieved by the end of the performance period and the last tranche of the award was forfeited. As a result, 5,733,334 of 7,453,334 PSUs were earned and vested on April 3, 2026.

  108. New Hire Awards and Incentives

    | New Hire Incentive | Equity Awards | Deferred Cash Award | Sign-On Bonus | | Amount | RSU award with a value of $1,500,000 Stock option with a Black-Scholes valuation as of the date of grant of $1,500,000 | Deferred annual cash payments of $800,000 | Sign-on bonus in the amount of $2,000,000, which was paid in two equal installments, the first within 30 days of her start date, and the second within 30 days of her six month anniversary with the Company | | Terms | The awards will vest (and become exercisable, as applicable) with respect to 1/16th of the shares subject to the award on each quarterly anniversary of March 1, 2025 The awards were granted under our 2021 Plan; Ms. Liang did not receive any awards under our Inducement Plan as part of her new-hire equity awards | Each payment is payable within 30 days of each of December 31, 2025, 2026, 2027 and 2028, subject to her continued employment | If Ms. Liang’s employment is terminated by us for cause or by Ms. Liang without good reason prior to the 18-month anniversary of February 24, 2025, she must repay the unearned portion of the applicable installment to the Company on a pro-rata basis to reflect her time employed through the first anniversary of February 24, 2025 (for the first installment) or through the 18-month anniversary of February 24, 2025 (for the second installment) | | Rationale | The awards were granted equally in the form of RSUs, which the T&C Committee believes are a highly effective retention tool, and stock options, which only deliver value if the Company’s stock price appreciates from the Company’s stock price at the time of grant, incentivizing long-term future earnings and maximum stockholder value creation | By spreading these payments over multiple years, the T&C Committee believes these payments serve as a strong retention tool that will help ensure leadership stability during these critical periods of growth and transformation | Ms. Liang joined us shortly before she otherwise would have received an annual cash incentive from her prior employer, and it was necessary to offer an amount that would enable her to make the transition without undue delay or inequity |

  109. New Hire Awards and Incentives

    | New Hire Incentive | Equity Awards | Sign-On Bonus | | Amount | RSU award with a value of $1,900,000 Stock option with a Black-Scholes valuation as of the date of grant of $1,900,000 | Sign-on bonus in the amount of $335,000, payable by March 31, 2025 | | Terms | The awards will vest (and become exercisable, as applicable) with respect to 25% of the shares subject to each award on March 1, 2026 and (ii) with respect to the remaining 75% of the shares subject to the award in substantially equal installments on each of the 12 quarterly anniversaries of March 1, 2026 The awards were granted under our 2021 Plan; Mr. McAnaney did not receive any awards under our Inducement Plan as part of his new-hire equity awards | Mr. McAnaney’s cash bonus would have been reduced dollar for dollar had he received an annual cash bonus payment from his prior employer in connection with the 2024 fiscal year If Mr. McAnaney’s employment had been terminated by us for cause or by Mr. McAnaney without good reason within a year of his date of employment, he would have been required to repay a portion of his cash bonus to the Company, prorated in an amount equal to the portion of the year that he did not serve | | Rationale | The awards were granted equally in the form of RSUs, which the T&C Committee believes are a highly effective retention tool, and stock options, which only deliver value if the Company’s stock price appreciates from the Company’s stock price at the time of grant, incentivizing long-term future earnings and maximum stockholder value creation | Mr. McAnaney joined us shortly before he otherwise would have received an annual cash incentive from his prior employer, and it was necessary to offer an amount that would enable him to make the transition without undue delay or inequity |

  110. New Hire Awards and Incentives

    | Benefit | Features | | 401(k) plan | • Vehicle for tax-deferred retirement savings • Available to eligible employees • Contributions matched up to a specified percentage • Matching contributions are fully vested as of the date the contribution is made | | Health and Welfare Benefits | • Health and welfare plans, wellness incentives, and family support benefits available to all full-time employees • Employees that complete ten years of continuous full-time employment with the Company become eligible to request and take a paid sabbatical leave of up to eight weeks • We do not provide any supplemental insurance policies for our executives or key employees | | Perquisites | • Provided in limited circumstances | | Security Benefits | • Commencing in 2025, we started to provide additional security services to our NEOs in connection with certain business-related travel and other business-related events in the course of the performance of their duties to the Company. The services include certain accommodations, transportation, certified protection officers, secure meeting spaces and digital protection services of executive online presence. We believe these security costs are an integral part of our risk management program and are necessary and appropriate business expenses since they arise from the nature of the executives’ employment at the Company. To the extent they convey a personal benefit to an executive, we report the aggregate incremental costs to the Company for the expenses as a perquisite in the Summary Compensation Table. | | Severance and Change in Control Arrangements | • Executives are entitled to specified benefits upon certain events of termination. See “Potential Payments Upon Termination or Change in Control” • Market-competitive benefit • “Double trigger” change in control arrangements • No tax gross ups |

  111. 2026 Long-Term Incentive Awards

    2026 Long-Term Incentive Awards 2026 updates. The T&C Committee approved updates to the Company’s long-term equity incentive program for 2026. While the types and mix of equity vehicles remain consistent with the 2025 program, comprising 50% time-based RSUs (the “2026 RSUs”) and 50% PSUs (the “2026 PSUs”), the performance metrics for the 2026 PSUs were updated to rely solely on TSR as the performance metric. In making this decision, the T&C Committee considered that current dynamics in the Patient Protection and Affordable Care Act (“ACA”) marketplace, including the regulatory environment, present considerable challenges in setting reliable three-year financial targets. It also considered constructive dialogue with stockholders who expressed a clear preference for a market-based metric. In light of these considerations, the T&C Committee determined that in lieu of Adjusted EBIT, the PSUs awarded in 2026 will utilize relative TSR as the primary performance metric, subject to a payout cap based on absolute TSR performance. Further align executive compensation with long-term stockholder value creation. The T&C Committee believes the 2026 PSU Award will incentivize both absolute and relative long-term stockholder value creation. In order for the award to pay out, the Company must outperform as compared to the 2026 rTSR Peer Group (as defined below) over a long-term, three-year period. In addition, any earned shares will be capped at target in the event of negative absolute TSR over the performance period, further aligning the stockholder experience with that of our executives. As a result of both the relative and absolute TSR components, the T&C Committee believes the 2026 PSU structure ensures alignment with the interests of our stockholders, and incentivizes our executives to take actions that are aligned with long-term value creation. Ensure leadership continuity for the long-term. The Committee also believes the 2026 PSUs will support our talent retention objectives by promoting stability, as the award cliff vests, subject to performance and continued service, on December 31, 2028, without any interim vesting opportunities. New 2026 rTSR Peer Group. In connection with granting the 2026 PSUs, the T&C Committee reviewed the 2025 rTSR Peer Group, and considered factors such as industry, revenue, and market capitalization. Three healthcare technology companies, Agilon Health, Evolent Health, and Teladoc Health, were determined to fall outside one or more of the defined parameters and were removed from the peer group. Three companies, HealthEquity, Hims & Hers, and LabCorp, were added to the peer group, reflecting their relevance from an industry, revenue, and market capitalization standpoint (the 2025 rTSR Peer Group, as so adjusted, the “2026 rTSR Peer Group”). Terms. The 2026 PSUs are eligible to be earned based on the Company’s TSR relative to the 2026 rTSR Peer Group over a performance period from January 1, 2026 to December 31, 2028, and cliff vest on December 31, 2028, provided the executive is, and has at all times since grant been, continuously employed on such date (subject to certain exceptions), or, in the case of Mr. Bertolini, provided that he is, and at all times since grant has been, the Company’s CEO or a member of the Board on such date (subject to certain exceptions). The 2026 PSUs reward exceptional, sustained performance against the 2026 rTSR Peer Group. The performance payouts will range from 0% to 200% of target, with payouts based on rank order in a stepwise pattern (no interpolation). The rank order corresponds to payouts at the levels shown below.

  112. 2026 Long-Term Incentive Awards

    | Oscar Health, Inc. | 42 | 2026 Proxy Statement |

  113. 2026 Long-Term Incentive Awards

    | Positioning | 3-Year Relative TSR Positioning vs. 2026 rTSR Peer Group | Payout (as % of Target) | | Top Half: At or above Target ↑ (subject to 100% payout cap in event Company 3-year TSR is negative) | Rank 1 | 200% (subject to negative TSR cap) | | | Rank 2 | 175% (subject to negative TSR cap) | | | Rank 3 | 175% (subject to negative TSR cap) | | | Rank 4 | 150% (subject to negative TSR cap) | | | Rank 5 | 125% (subject to negative TSR cap) | | | Rank 6 | 100% | | Bottom Half: Below Target ↓ | Rank 7 | 75% | | | Rank 8 | 50% | | | Rank 9 | 25% | | | Rank 10 | 25% | | | Rank 11 | 0% | | | Rank 12 | 0% |

  114. 2026 Long-Term Incentive Awards

    In addition, as noted above, to further align our executives with the experience of our stockholders, any earned shares will be capped at target in the event of negative absolute TSR over the performance period. This award is also subject to the clawback provisions set forth in our clawback policy, which is described in further detail on page 45.

  115. Mr. Bertolini Amended and Restated Employment Agreement and 2026 Awards

    Mr. Bertolini Amended and Restated Employment Agreement and 2026 Awards Securing Mr. Bertolini’s Leadership for the Long-Term. The Board has determined that securing Mr. Bertolini’s continued leadership is in the best interests of stockholders as evidenced by his track record of success in executing the Company’s long-term growth strategy. Through Mr. Bertolini’s leadership, the Company has transformed into an industry leader and significant driver of change in the individual health insurance marketplace, the stock price has more than doubled, and the Company achieved profitability for the first time. Material Changes Under A&R Employment Agreement. On December 22, 2025, the Company entered into the A&R Employment Agreement with Mr. Bertolini. The term of the A&R Employment Agreement began on December 22, 2025 and ends on April 1, 2029, unless earlier terminated. At the end of the initial employment term, the A&R Employment Agreement will automatically renew for successive one-year periods unless either the Company or Mr. Bertolini elects not to extend the agreement. A description of the material changes under the A&R Employment Agreement is included in “A&R Employment Agreement” on page 52. A&R Employment Agreement and 2026 Awards Supported by Robust Review Process. In recommending the terms of the A&R Employment Agreement, including the equity grant made pursuant to its terms, the T&C Committee, in consultation with its independent compensation consultant, considered, among other factors:

  116. Mr. Bertolini Amended and Restated Employment Agreement and 2026 Awards

    | • | Mr. Bertolini’s proven track record of value creation as the Company’s CEO, and 40 years of industry experience. |

  117. Mr. Bertolini Amended and Restated Employment Agreement and 2026 Awards

    | • | During Mr. Bertolini’s tenure, the Company’s annual revenue has nearly doubled from $5.9 billion to $11.7 billion, and his successful execution of the Company’s growth strategy has resulted in meaningful market share gains and industry leadership. |

  118. Mr. Bertolini Amended and Restated Employment Agreement and 2026 Awards

    | • | Investor feedback which underscored the importance of Mr. Bertolini’s continued leadership for the long-term. |

  119. Mr. Bertolini Amended and Restated Employment Agreement and 2026 Awards

    | Oscar Health, Inc. | 43 | 2026 Proxy Statement |

  120. Mr. Bertolini Amended and Restated Employment Agreement and 2026 Awards

    | • | Market compensation practices and CEO pay opportunities within the Company’s Compensation Peer Group and the broader market. The T&C Committee determined to structure Mr. Bertolini’s 2026 equity awards (the “2026 Awards”) generally in accordance with the annual equity awards granted to our executives in 2026, with 50% of the awards structured as RSUs that vest annually over a 3-year period, and 50% of the awards structured as a 3-year cliff vesting PSUs designed to drive substantial returns to stockholders through TSR outperformance over the long-term. |

  121. Mr. Bertolini Amended and Restated Employment Agreement and 2026 Awards

    Based on this review, the Board determined that the A&R Employment Agreement and related equity awards are appropriately aligned with market practices, stockholder interests and the Company’s pay-for-performance philosophy. 2026 Awards. Pursuant to the terms of the A&R Employment Agreement, on March 2, 2026, Mr. Bertolini was granted two equity awards under the 2021 Plan. The awards cover an aggregate number of shares of the Company’s Class A common stock with a value of $45,000,000, with the number of shares subject to such awards determined using the same methodology used in calculating the number of shares subject to the 2026 annual equity awards granted to the Company’s senior executive officers. Of this amount, (i) 50% of the RSUs were granted as a time-based RSU award that vests based solely on the passage of time and (ii) 50% of the RSUs were granted as a PSU award that vests based on the achievement of specified performance goals, as described in “2026 Long-Term Incentive Awards” above. Mr. Bertolini’s 2026 RSU award will vest with respect to one-third of the RSUs on each of the first three anniversaries of the applicable vesting commencement date, subject to Mr. Bertolini’s continued employment or service as the Company’s CEO or a member of the Board through the applicable vesting date. On a termination of Mr. Bertolini’s service in those capacities by the Company without “cause,” by Mr. Bertolini for “good reason” or due to Mr. Bertolini’s death or disability (each, a “Qualifying Termination”), the 2026 RSU award will vest on an accelerated basis with respect to the portion of the 2026 RSU award that would have vested had Mr. Bertolini remained in continuous service until the 18-month anniversary of the termination date. However, if such Qualifying Termination occurs on or after a “change in control” (as defined in the 2021 Plan), then the 2026 RSU award will vest in full on the date of such Qualifying Termination. The 2026 RSU award also will vest in full if Mr. Bertolini is not offered employment as the CEO of the ultimate parent entity of the Company (or its successor) on terms that are no less favorable than the terms of Mr. Bertolini’s employment with the Company before the change in control. Mr. Bertolini’s 2026 PSU award will vest based on both (i) the achievement of applicable performance goals and (ii) Mr. Bertolini’s continued employment or service as the Company’s CEO or as a member of the Board, and the vesting period is in accordance with the terms of the annual PSU awards granted to the Company’s executives in 2026. On a Qualifying Termination, the 2026 PSU award will remain outstanding and will be earned based on the actual level of performance for the applicable performance period, and will vest with respect to a prorated number of PSUs based on the number of days Mr. Bertolini served as the Company’s CEO or a member of the Board during the performance period plus 18 months. Upon a change in control, a number of PSUs will become earned PSUs based on the actual level of performance as of the change in control date and any earned PSUs will convert into time-vesting RSUs (such RSUs, the “CIC RSUs”). Following the change in control, the CIC RSUs will remain outstanding and eligible to vest on the last day of the applicable performance period, subject to Mr. Bertolini’s continued employment or service as the Company’s CEO or a member of the Board through such date. If Mr. Bertolini experiences a Qualifying Termination on or after the change in control, the CIC RSUs will vest in full on the date of such Qualifying Termination. The CIC RSUs also will vest in full if Mr. Bertolini is not offered employment as the CEO of the ultimate parent entity of the Company (or its successor) on terms that are no less favorable than the terms of Mr. Bertolini’s employment with the Company before the change in control.

  122. Mr. Bertolini Amended and Restated Employment Agreement and 2026 Awards

    | Oscar Health, Inc. | 44 | 2026 Proxy Statement |

  123. Mr. Bertolini Amended and Restated Employment Agreement and 2026 Awards

    Compensation Policies and Considerations

  124. Accounting for Share-Based Compensation

    Accounting for Share-Based Compensation We follow Financial Accounting Standard Board Accounting Standards Codification Topic 718 (“ASC Topic 718”), in connection with our share-based compensation awards. ASC Topic 718 requires companies to measure the compensation expense for all share-based payment awards made to employees and directors, including stock options, RSUs and PSUs, based on the grant date fair value of these awards. This calculation is performed for accounting purposes and reported in the compensation tables below, even though our executive officers may never realize any value from their awards. ASC Topic 718 also requires companies to recognize the compensation cost of their share-based compensation awards in their income statements over the period that an executive officer is required to render service in exchange for the option or other award.

  125. “Golden Parachute” Payments

    “Golden Parachute” Payments Sections 280G and 4999 of the Internal Revenue Code provide that certain executive officers and other service providers who are highly compensated or hold significant equity interests may be subject to an excise tax if they receive payments or benefits in connection with a change in control of the Company that exceeds certain prescribed limits, and that we, or a successor, may forfeit a deduction on the amounts subject to this additional tax. We do not provide any tax gross-ups to cover excise taxes under Section 4999 in connection with a change in control. Talent & Compensation Committee Report The T&C Committee of the Board of Directors of Oscar Health, Inc. has reviewed and discussed the Compensation Discussion and Analysis required by Item 402(b) of Regulation S-K with management and, based on such review and discussions, the T&C Committee recommended to the Board of Directors that the Compensation Discussion and Analysis be included in this Proxy Statement. Laura Lang, Chair Vanessa Ames Wittman, Committee Member William (Bill) J. Gassen III, Committee Member

  126. EXECUTIVE COMPENSATION TABLES

    | Name and Principal Position | Year | Salary ($)(1) | Bonus ($)(2) | Stock Awards ($)(3) | Option Awards ($)(4) | Non-Equity Incentive Plan Compensation ($)(4) | All Other Compensation ($)(5) | Total ($) | | Mark T. Bertolini Chief Executive Officer | 2025 | 619,178 | — | — | — | 169,036 | 361,094 | 1,149,308 | | | 2024 | 600,000 | — | — | — | 315,000 | — | 915,000 | | | 2023 | 450,000 | — | 43,905,864 | — | 182,250 | — | 44,538,114 | | Mario Schlosser President of Technology and Chief Technology Officer | 2025 | 600,000 | — | 6,139,667 | — | 546,000 | 28,905 | 7,314,572 | | | 2024 | 600,000 | — | 9,191,822 | — | 1,050,000 | 6,000 | 10,847,822 | | | 2023 | 600,000 | — | — | — | 243,000 | 11,000 | 854,000 | | Scott Blackley Chief Financial Officer | 2025 | 600,000 | | 3,686,103 | | 436,800 | 29,905 | 4,752,808 | | | 2024 | 600,000 | | 3,999,539 | — | 840,000 | 6,900 | 5,446,439 | | | 2023 | 600,000 | — | 3,980,228 | 1,370,832 | 243,000 | 6,600 | 6,200,660 | | Janet Liang President of Oscar Insurance | 2025 | 512,500 | 2,800,000 | 4,943,054 | 1,499,992 | 465,222 | 179,905 | 10,400,673 | | Adam McAnaney Chief Legal Officer | 2025 | 512,500 | 335,000 | 4,072,568 | 1,899,991 | 279,133 | 29,905 | 7,129,097 |

  127. A&R Employment Agreement

    A&R Employment Agreement As discussed above, on December 22, 2025, the Company entered into the A&R Employment Agreement with Mr. Bertolini. The term of the A&R Employment Agreement commenced on December 22, 2025 and ends on April 1, 2029, unless earlier terminated. At the end of the initial employment term, the A&R Employment Agreement will automatically renew for successive one-year periods unless either the Company or Mr. Bertolini elects not to extend the agreement. The A&R Employment Agreement superseded the original employment agreement with Mr. Bertolini described above. The material changes under the Bertolini A&R Employment Agreement are as follows:

  128. A&R Employment Agreement

    | • | As of December 22, 2025, Mr. Bertolini’s annual base salary is $1,300,000. |

  129. A&R Employment Agreement

    | • | Commencing with calendar year 2026, Mr. Bertolini’s target annual bonus opportunity is 150% of his annual base salary. |

  130. A&R Employment Agreement

    | • | Mr. Bertolini will be eligible to receive the following severance payments and benefits if his employment is terminated by the Company without cause or by him for good reason: (i) cash severance in the amount of 1.5x the sum of his annual base salary and target annual bonus; (ii) a prorated target bonus for the year in which the termination date occurs; and (iii) Company-subsidized healthcare coverage for 18 months after his termination date. These benefits are conditioned upon Mr. Bertolini’s execution of a general release of claims. Mr. Bertolini will not be entitled to receive any severance payments or benefits upon a termination by reason of a “non-renewal” of the agreement by the Company. |

  131. A&R Employment Agreement

    Mr. Bertolini is eligible for, and was granted on March 2, 2026, two equity awards under the 2021 Plan, as described above under the section entitled “Mr. Bertolini Amended and Restated Employment Agreement and 2026 Awards.”

  132. A&R Employment Agreement

    | Oscar Health, Inc. | 52 | 2026 Proxy Statement |

  133. A&R Employment Agreement

    Outstanding Equity Awards at 2025 Fiscal Year-End Table The following table summarizes the number of shares of common stock underlying outstanding equity incentive plan awards for each NEO as of December 31, 2025. Awards granted prior to March 2021 were granted under our Amended and Restated 2012 Plan (the “2012 Plan”); awards granted from or after March 2021 were granted under our 2021 Plan, or with respect to Mr. Bertolini’s 2023 awards, our 2022 Employment Inducement Incentive Award Plan (the “Inducement Plan”). In addition to the vesting schedules described below, certain of these awards are subject to accelerated vesting provisions, as described below under “Potential Payments Upon Termination or Change in Control.”

  134. A&R Employment Agreement

    | | | Option Awards | | | | Stock Awards | | | | | Name | Grant Date | Number of Securities Underlying Unexercised Options (#) Exercisable | Number of Securities Underlying Unexercised Options (#) Unexercisable | Option Exercise Price ($) | Option Expiration Date | Number of Shares or Units of Stock That Have Not Vested (#) | Market Value of Shares or Units of Stock That Have Not Vested ($)(1) | Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested (#) | Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested ($)(1) | | Mark T. Bertolini | 11/15/2020(2) | 20,000 | — | 12.72 | 11/14/2030 | — | — | — | — | | | 10/5/2021 (2) | 371,760 | — | 16.14 | 10/4/2031 | — | — | — | — | | | 4/3/2023 (3) | — | — | — | — | 955,555 | 13,731,325 | — | — | | | 4/3/2023 | — | — | — | — | 5,733,334(4) | 82,388,010 | 1,720,000(5) | 24,716,400 | | Mario Schlosser | 12/17/2019 (6) | 4,400,000 | — | 9.75 | 12/16/2029 | — | — | — | — | | | 3/10/2024 (7) | — | — | — | — | 72,059 | 1,035,488 | — | — | | | 3/10/2024 (8) | — | — | — | — | 129,705 | 1,863,861 | — | — | | | 5/2/2024 (9) | — | — | — | — | — | — | 171,935 | 2,470,706 | | | 3/5/2025(8) | — | — | — | — | 129,202 | 1,856,633 | — | — | | | 3/5/2025(10) | | | | | | | 172,269 | 2,475,506 | | Scott Blackley | 12/6/2020 (2) | 999,999 | — | 15.93 | 12/5/2030 | — | — | — | — | | | 8/31/2021(2) | 263,210 | — | 15.59 | 8/30/2031 | — | — | — | — | | | 3/30/2023 (11) | 244,157 | 110,981 | 6.62 | 3/29/2033 | — | — | — | — | | | 3/30/2023 (12) | — | — | — | — | 187,889 | 2,699,965 | — | — | | | 3/10/2024 (7) | — | — | — | — | 43,263 | 621,689 | | | | | 5/2/2024 (9) | — | — | — | — | — | — | 103,226 | 1,483,358 | | | 3/5/2025(8) | — | — | — | — | 77,570 | 1,114,681 | — | — | | | 3/5/2025(10) | | | | | | | 103,426 | 1,486,232 | | Janet Liang | 2/24/2025(13) | 27,682 | 119,955 | 15.27 | 2/24/2035 | — | — | — | — | | | 2/24/2025(14) | — | — | — | — | 79,139 | 1,137,227 | — | — | | | 3/5/2025(8) | — | — | — | — | 72,722 | 1,045,015 | — | — | | | 3/5/2025(10) | — | — | — | — | — | — | 96,962 | 1,393,344 | | Adam McAnaney | 2/24/2025(15) | — | 185,004 | 15.27 | 2/24/2035 | — | — | — | — | | | 2/24/2025(16) | — | — | — | — | 123,376 | 1,772,913 | — | — | | | 3/5/2025(8) | — | — | — | — | 46,057 | 661,839 | — | — | | | 3/5/2025(10) | — | — | — | — | — | — | 61,409 | 882,447 |

  135. A&R Employment Agreement

    | (1) Amounts are calculated based on multiplying the number of shares shown in the table by the per share closing price of our common stock on December 31, 2025, which was $14.37. |

  136. A&R Employment Agreement

    | Oscar Health, Inc. | 53 | 2026 Proxy Statement |

  137. A&R Employment Agreement

    | (2) These options are fully vested and are exercisable for shares of Class A common stock. |

  138. A&R Employment Agreement

    | (3) The RSUs vest in three equal annual installments beginning on April 3, 2024, subject to continued employment or service as the Chief Executive Officer or as a member of the Board of Directors through the applicable vesting date. |

  139. A&R Employment Agreement

    | (4) Represents the number of shares under Mr. Bertolini’s 2023 PSU award that were earned upon the achievement of price-per-share goals of $11.00 and $16.00 in March and May of 2024, respectively, and which vested on April 3, 2026. |

  140. A&R Employment Agreement

    | (5) Represents the number of shares under Mr. Bertolini’s 2023 PSU award that were not earned as of December 31, 2025. These shares were eligible to be earned upon the achievement of a price-per-share goal of $39.00 over any 90 consecutive trading-day period during the performance period of April 3, 2023 through April 3, 2026. This portion of the award was not earned on or before April 3, 2026, and was forfeited. |

  141. A&R Employment Agreement

    | (6) These options are fully vested and are exercisable for shares of Class B common stock. |

  142. A&R Employment Agreement

    | (7) The RSUs vest over a three-year period in 12 equal quarterly installments beginning on June 1, 2024, subject to continued service through the applicable vesting date. |

  143. A&R Employment Agreement

    | (8) The RSUs vest over a three-year period in 12 equal quarterly installments beginning on June 1, 2025, subject to continued service through the applicable vesting date. |

  144. A&R Employment Agreement

    | (9) Represents PSU awards that provide the opportunity to earn and vest in a number of PSUs ranging from 0% to 280% of the total number of target PSUs, based on the Company’s attainment of Adjusted EBIT and rTSR performance goals during the performance period beginning on January 1, 2024 and ending on December 31, 2026, and the NEO’s continued service with the Company through the last day of the Performance Period. The amounts included in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” and “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” columns assume target amount of PSUs are earned and that the rTSR modifier is 1.0. |

  145. A&R Employment Agreement

    | (10) Represents PSU awards that provide the opportunity to earn and vest in a number of PSUs ranging from 0% to 280% of the total number of target PSUs, based on the Company’s attainment of Adjusted EBIT and rTSR performance goals during the performance period beginning on January 1, 2025 and ending on December 31, 2027, and the NEO’s continued service with the Company through the last day of the Performance Period. The amounts included in the “Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested” and “Equity Incentive Plan Awards: Market or Payout Value of Unearned Shares, Units or Other Rights That Have Not Vested” columns assume target amount of PSUs are earned and that the rTSR modifier is 1.0. For additional details on these awards, please see the description of the 2025 PSU Annual Awards under “2025 PSU Annual Awards.” |

  146. A&R Employment Agreement

    | (11) 1/16th of the shares subject to this option vest and become exercisable on each quarterly anniversary of the vesting commencement date of June 1, 2023, subject to the executive’s continued service. |

  147. A&R Employment Agreement

    | (12) 1/16th of the RSUs subject to this award vest on each quarterly anniversary of the vesting commencement date of June 1, 2023, subject to the executive’s continued service. |

  148. A&R Employment Agreement

    | (13) 1/16th of the shares subject to this option vest and become exercisable on each quarterly anniversary of the vesting commencement date of March 1, 2025, subject to the executive’s continued service. |

  149. A&R Employment Agreement

    | (14) 1/16th of the RSUs subject to this award vest on each quarterly anniversary of the vesting commencement date of March 1, 2025, subject to the executive’s continued service. |

  150. A&R Employment Agreement

    | (15) 25% of the shares subject to this option vest and become exercisable on March 1, 2026, and the remainder of the shares vest and become exercisable in substantially equal installments on each of the 12 quarterly anniversaries of March 1, 2026 thereafter, subject to the executive’s continued service. |

  151. A&R Employment Agreement

    | (16) 25% of the RSUs subject to this award vest on March 1, 2026, and the remainder of the RSUs vest in substantially equal installments on each of the 12 quarterly anniversaries of March 1, 2026 thereafter, subject to the executive’s continued service. |

  152. A&R Employment Agreement

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  153. A&R Employment Agreement

    Option Exercises and Stock Vested in Fiscal 2025 The following table sets forth information regarding vesting of stock awards and exercise of stock options by our NEOs during fiscal year 2025.

  154. A&R Employment Agreement

    | | Option Awards | | Stock Awards | | | Name | Number of Shares Acquired on Exercise (#) | Value Realized on Exercise(1) ($) | Number of Shares Acquired on Vesting (#) | Value Realized on Vesting(2) ($) | | Mark T. Bertolini | — | — | 955,556 | 13,005,117 | | Mario Schlosser | 1,110,330 | 11,617,670 | 143,948 | 2,244,710 | | Scott Blackley | — | — | 231,824 | 3,575,551 | | Janet Liang | — | — | 42,503 | 667,438 | | Adam McAnaney | — | — | 15,352 | 241,079 |

  155. A&R Employment Agreement

    | (1) Amounts are calculated by multiplying the number of shares as to which the option was exercised by the market price of the shares on the exercise date, net of the exercise price. |

  156. A&R Employment Agreement

    | (2) Amounts are calculated by multiplying the number of shares vested by our closing stock price on the vesting date. |

  157. A&R Employment Agreement

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  158. A&R Employment Agreement

    Potential Payments Upon Termination or Change in Control

  159. Estimated Potential Payments

    Estimated Potential Payments The following table summarizes the payments that would be made to our NEOs upon the occurrence of certain qualifying terminations of service or a change in control, in any case, occurring on December 31, 2025. Amounts shown do not include (i) accrued but unpaid base salary through the date of termination, or (ii) other benefits earned or accrued by the NEO during his or her employment that are available to all salaried employees, such as accrued vacation.

  160. Estimated Potential Payments

    | Name | Termination Scenario | Cash(1) | Equity Acceleration(2) | Continued Health Care(3) | Total(4) | | Mark T. Bertolini | Termination without Cause or for Good Reason | 2,414,384 | 96,119,334 | — | 98,533,718 | | | Death or Disability | — | 85,645,647 | — | 85,645,647 | | | Termination without Cause or for Good Reason (on or following CIC)(5) | 2,414,384 | 96,119,334 | — | 98,533,718 | | | Death or Disability (on or following CIC)(5) | — | 96,119,334 | — | 96,119,334 | | Mario Schlosser | Termination without Cause or for Good Reason(1) | 1,800,000 | —(6) | 24,408 | 1,824,408 | | | Death or Disability | — | 7,229,039 | — | 7,229,039 | | | Termination without Cause or for Good Reason (on or following CIC)(5) | 1,800,000 | 9,702,193 | 24,408 | 11,526,601 | | | Death or Disability (on or following CIC)(5) | — | 7,229,039 | — | 7,229,039 | | Scott Blackley | Termination without Cause or for Good Reason | 1,560,000 | —(6) | 20,562 | 1,580,562 | | | Death or Disability | — | 3,221,137 | — | 3,221,137 | | | Retirement | — | —(6) | — | — | | | Termination without Cause or for Good Reason (on or following CIC)(5) | 1,560,000 | 8,266,027 | 20,562 | 9,846,589 | | | Death or Disability (on or following CIC)(5) | — | 3,221,137 | — | 3,221,137 | | | Retirement (following CIC)(5) | — | —(6) | — | — | | Janet Liang | Termination without Cause or for Good Reason | 1,111,233 | 814,362 | 16,394 | 1,941,989 | | | Death or Disability | — | 2,646,691 | — | 2,646,691 | | | Termination without Cause or for Good Reason (on or following CIC)(5) | 1,111,233 | 3,575,586 | 16,394 | 4,703,213 | | | Death or Disability (on or following CIC)(5) | — | 2,646,690 | — | 2,646,690 | | Adam McAnaney | Termination without Cause or for Good Reason | 906,740 | 1,069,789 | 6,700 | 1,983,229 | | | Death or Disability | — | 2,728,901 | — | 2,728,901 | | | Termination without Cause or for Good Reason (on or following CIC)(5) | 906,740 | 3,317,199 | 6,700 | 4,230,639 | | | Death or Disability (on or following CIC)(5) | — | 2,728,901 | — | 2,728,901 |

  161. Estimated Potential Payments

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  162. Estimated Potential Payments

    | (1) Represents cash benefits payable in the event of termination. For Mr. Bertolini, an amount equal to (1) the sum of 1.5 times (a) the executive’s annual base salary (at the highest rate in effect at any time during the employment period) and (b) the executive’s target annual bonus amount for 2025, as well as (2) the pro rata portion of the executive’s target bonus for 2025. For the other NEOs, an amount equal to the sum of the executive’s annual base salary (at the highest rate in effect at any time in the six months prior to termination), the executive’s target annual bonus amount for 2025, and for Messrs. Bertolini, Schlosser, and Blackley, the pro rata portion of the executive’s target bonus for 2025. |

  163. Estimated Potential Payments

    | (2) With respect to options, the value of equity acceleration was calculated by: (i) multiplying the number of accelerated shares of common stock underlying the options by $14.37, the closing trading price of our common stock on December 31, 2025 and (ii) subtracting the exercise price for the options. With respect to RSUs and PSUs, the value of equity acceleration was calculated by multiplying the number of accelerated RSUs and PSUs by $14.37, the closing trading price of our common stock on December 31, 2025. |

  164. Estimated Potential Payments

    | (3) Continued healthcare will be provided each month for Mr. Bertolini, over the 18-month period, and for the other NEOs, over the one-year period, following the applicable NEO’s date of termination. Mr. Bertolini was not enrolled in any health insurance plans offered by the Company during 2025. |

  165. Estimated Potential Payments

    | (4) Amounts shown represent the maximum potential payment the NEO would have received as of December 31, 2025. Amounts of any reduction pursuant to the 280G best pay provision, if any, would be calculated upon actual termination of employment. |

  166. Estimated Potential Payments

    | (5) Assumes awards are assumed or substituted in connection with the CIC. |

  167. Estimated Potential Payments

    | (6) Upon any termination of each of Mr. Schlosser or Mr. Blackley’s employment other than (a) for cause, (b) without “cause” or for “good reason” on or within 12 months following a CIC, or (c) due to death or disability, we have agreed to enter into a consulting agreement with the executive, pursuant to which he will provide advisory and/or transition services to the Company, in the case of Mr. Schlosser, through December 31, 2029, and in the case of Mr. Blackley, for a period of two years, in each case, on such terms and conditions as the Board may determine, and during which time any equity awards then held by such executive will remain outstanding and eligible to vest. Accordingly, no incremental equity value is reflected in the table. See narrative disclosure on page 56. |

  168. OTHER COMPENSATION MATTERS

    | (2) The fair values of unvested and outstanding equity awards to our NEOs were re-measured as of the end of each fiscal year, and as of each vesting date, during the years displayed in the table above. Fair values as of each measurement date were determined using valuation assumptions and methodologies (including volatility, dividend yield, and risk-free interest rates) that are generally consistent with those used to estimate fair value at grant in accordance with ASC Topic 718. For stock options, the grant date fair values were estimated using Black-Scholes. Subsequent valuations at the end of each fiscal year and as of each vest date are performed using a lattice model, as the latter provides a better estimate of options that are no longer at-the-money. For market-based performance restricted stock units, fair values were estimated using a Monte Carlo simulation model, using inputs that are consistent with those used at grant. For other performance-based awards, the fair values reflect the probable outcome of the performance vesting conditions as of each measurement date. See Note 10 to the consolidated financial statements included in the Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2025, where we explain assumptions made in valuing equity awards at grant. |

  169. Relationship Between Compensation Actually Paid and Performance Measures

    Relationship Between Compensation Actually Paid and Performance Measures

  170. Relationship Between Compensation Actually Paid and Performance Measures

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  171. What if a director nominee becomes unable to serve?

    What if a director nominee becomes unable to serve? In the event that a director nominee should become unable to serve, or for good cause will not serve, as a director, it is intended that votes will be cast for a substitute nominee designated by the Board or the Board may elect to reduce its size. The Board of Directors has no reason to believe that any of the director nominees will be unable to serve if elected.