OSCR amendment links credit facility termination to proposed offering

Rhea-AI Filing Summary

Oscar Health, Inc. disclosed an amendment to its January 27, 2022 Investment Agreement with Dragoneer-affiliated funds to permit an offering of securities. The filing states the company expects to terminate its revolving credit facility concurrently with the closing of the offering; that termination is contingent on the offering closing. The offering is described as a Rule 144A placement to qualified institutional buyers. A press release dated September 15, 2025 is attached as Exhibit 99.1 and the report is signed by Chief Financial Officer R. Scott Blackley.

Positive

• Amendment permits a capital raise via a Rule 144A offering to qualified institutional buyers.
• Planned concurrent termination of the revolving credit facility could simplify the company’s capital structure if the offering closes.

Negative

• Termination of the revolving credit facility is contingent on closing the offering, creating execution risk until closing occurs.
• Offering limited to qualified institutional buyers (Rule 144A) may not broaden the retail investor base.

Insights

Corporate Finance Analyst

Amendment enables a Rule 144A offering and links credit facility termination to that closing.

The amendment to the Investment Agreement appears solely to permit an offering to qualified institutional buyers under Rule 144A, which is typically used to raise capital from institutional investors. The filing explicitly ties the expected termination of the revolving credit facility to the successful closing of that offering.

This structure means the company may be replacing or supplementing bank financing with institutional capital; the near-term item to watch is whether the offering closes, since the credit facility termination is contingent on that event and therefore dependent on execution and investor demand.

false 0001568651 0001568651 2025-09-15 2025-09-15

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): September 15, 2025

Oscar Health, Inc.

(Exact name of registrant as specified in its charter)

Delaware		001-40154		46-1315570
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

75 Varick Street, 5th Floor

New York, New York 10013

(Address of principal executive offices, including zip code)

(646) 403-3677

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol(s)		Name of each exchange on which registered
Class A Common Stock, $0.00001 par value per share		OSCR		New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.01 Entry into a Material Definitive Agreement.

On September 11, 2025, Oscar Health, Inc. (the “Company”) entered into an amendment (“Amendment”) to the Investment Agreement (the “Investment Agreement”) dated January 27, 2022, by and among the Company, funds affiliated with or advised by Dragoneer Investment Group, LLC (“Dragoneer”) and certain other purchasers identified therein. The purpose of the Amendment was to permit the Offering (as defined below) under the Investment Agreement.

Item 7.01 Regulation FD Disclosure.

In connection with the Offering, and as a result of the proceeds expected to be raised, the Company expects to give notice of its intent to terminate the revolving credit facility that forms part of its senior secured credit agreement, by and among the Company, Wells Fargo Bank, National Association, as lender and administrative agent, and certain other lenders party thereto from time to time, and Oscar Management Corporation, as a subsidiary guarantor, dated as of February 21, 2021 (as amended by the First Amendment to Credit Agreement, dated as of January 27, 2022, the Second Amendment to Credit Agreement, dated as of July 21, 2023, and the Third Amendment to Credit Agreement, dated as of December 28, 2023, as amended, the “Credit Agreement”). The termination of the revolving credit facility would be contingent on the closing of the Offering and would be expected to occur concurrently with the closing of the Offering.

Item 8.01. Other Events.

On September 15, 2025, the Company issued a press release relating to its proposed private offering of Convertible Senior Subordinated Notes due 2030 (the “Notes” and such offering, the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.

Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s class A common stock, if any, issuable upon conversion of the Notes.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit Number		Description
99.1		Press Release, dated September 15, 2025.
104		Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

				OSCAR HEALTH, INC.
Date: September 15, 2025				By:		/s/ R. Scott Blackley
				Name:		R. Scott Blackley
				Title:		Chief Financial Officer

FAQ

What did Oscar Health (OSCR) file in this 8-K?

The company filed an amendment to its January 27, 2022 Investment Agreement to permit an offering and disclosed a press release dated September 15, 2025.

What type of offering is permitted by the amendment?

The amendment permits a securities offering to qualified institutional buyers under Rule 144A of the Securities Act.

How does the offering affect Oscar Health’s credit facility?

The company expects termination of its revolving credit facility to occur concurrently with the closing of the offering, and that termination is explicitly contingent on the offering closing.

Is there additional disclosure attached to the filing?

Yes, a press release dated September 15, 2025 is attached as Exhibit 99.1 to the report.

Who signed the 8-K for Oscar Health?

The report is signed by R. Scott Blackley, Chief Financial Officer.