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Oscar Health (OSCR) moves co-founder Mario Schlosser to advisor role with new pay terms

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Oscar Health, Inc. has amended and restated the employment agreement for co-founder Mario Schlosser, effective June 1, 2026, as he transitions from President of Technology and Chief Technology Officer to Co-Founder & Advisor to the CEO. In his new role, he will focus on accelerating the company’s artificial intelligence and digital health initiatives and will remain on the Board of Directors.

Under the new agreement, Mr. Schlosser’s annual base salary will be $370,000. Beginning with calendar year 2026, he will no longer be eligible for an annual bonus or for new long-term incentive or equity-based awards, although his existing equity awards will continue to vest under their current terms. He will also not be entitled to cash severance payments or company-subsidized healthcare coverage upon any termination of employment.

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Insights

Oscar shifts its co-founder into an advisory role with reduced incentives.

The company is redefining Mario Schlosser’s position from President of Technology and CTO to Co-Founder & Advisor to the CEO, with the agreement effective on June 1, 2026. He will continue to drive artificial intelligence and digital health initiatives and remain on the Board.

Compensation moves to a flat base salary of $370,000 with no eligibility for annual bonuses or new equity-based awards, while previously granted equity continues to vest. The removal of cash severance and subsidized healthcare on termination suggests a more limited, advisory employment structure rather than a traditional executive package.

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Base salary $370,000 per year Annual base salary effective June 1, 2026
Effective date June 1, 2026 Start of amended and restated employment agreement term
Form type Form 8-K Disclosure of officer role change and compensation terms
Role description Co-Founder & Advisor to the CEO New position for Mario Schlosser under amended agreement
amended and restated employment agreement regulatory
"entered into an amended and restated employment agreement (the “A&R Employment Agreement”)"
Co-Founder & Advisor to the CEO financial
"transition from President of Technology and Chief Technology Officer of the Company to Co-Founder & Advisor to the CEO"
long-term incentive or equity-based compensatory awards financial
"will not be eligible to receive any long-term incentive or equity-based compensatory awards during the term"
cash severance payments financial
"will not be entitled to receive any cash severance payments or Company-subsidized healthcare coverage"
Emerging growth company regulatory
"405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934... Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.
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Understanding 8-K Material Events →
0001568651FALSE00015686512026-05-292026-05-29

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): May 29, 2026
Oscar Health, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-4015446-1315570
(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) (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:

☐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
Symbols
Name of each exchange
on which registered
Class A Common Stock, $0.00001 par value per shareOSCRNew 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 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 29, 2026, Oscar Health, Inc. and Oscar Management Corporation (together, the “Company”) and Mario Schlosser entered into an amended and restated employment agreement (the “A&R Employment Agreement”), effective as of June 1, 2026 (the “Effective Date”), in connection with Mr. Schlosser’s transition from President of Technology and Chief Technology Officer of the Company to Co-Founder & Advisor to the CEO. In this new role, Mr. Schlosser will continue accelerating the Company’s artificial intelligence and digital health agenda to drive the next wave of innovation in consumer-driven healthcare across the U.S. Mr. Schlosser will also continue to serve on the Company’s Board of Directors.

The term of the A&R Employment Agreement commences on the Effective Date and will continue until the agreement terminates in accordance with its terms.

The material changes under the A&R Employment Agreement are as follows:

•Mr. Schlosser’s annual base salary will be $370,000, effective as of the Effective Date.

•Commencing with calendar year 2026, Mr. Schlosser will no longer be eligible to receive an annual bonus under the Company’s annual bonus program.

•Mr. Schlosser will not be eligible to receive any long-term incentive or equity-based compensatory awards during the term of the A&R Employment Agreement, but will continue to vest in the equity awards previously granted to him in accordance with their terms.

•Mr. Schlosser will not be entitled to receive any cash severance payments or Company-subsidized healthcare coverage upon any termination of employment with the Company.



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.
By:/s/ Adam McAnaney
Name:Adam McAnaney
Title:Chief Legal Officer
Date: June 2, 2026

Source: View Original Filing on SEC EDGAR

FAQ

What leadership change did Oscar Health (OSCR) disclose for Mario Schlosser?

Oscar Health disclosed that Mario Schlosser is transitioning from President of Technology and Chief Technology Officer to Co-Founder & Advisor to the CEO. He will focus on accelerating artificial intelligence and digital health initiatives while continuing to serve on the company’s Board of Directors.

What is Mario Schlosser’s new base salary under Oscar Health’s updated agreement?

Under the amended and restated employment agreement, Mario Schlosser’s annual base salary will be $370,000 starting June 1, 2026. This fixed salary replaces a broader executive package that previously included eligibility for annual bonuses and new long-term incentive or equity-based awards.

Will Mario Schlosser still receive bonuses at Oscar Health (OSCR)?

Beginning with calendar year 2026, Mario Schlosser will no longer be eligible to receive an annual bonus under Oscar Health’s annual bonus program. His compensation will primarily consist of his base salary and continued vesting of previously granted equity awards according to their existing terms.

Does Mario Schlosser keep his existing equity awards at Oscar Health?

Yes. While Mario Schlosser will not receive new long-term incentive or equity-based awards during the term of the new agreement, he will continue to vest in equity awards previously granted to him. These awards will follow the original vesting schedules and other existing terms already in place.

What severance rights does Mario Schlosser have under Oscar Health’s new agreement?

Under the amended agreement, Mario Schlosser is not entitled to cash severance payments or company-subsidized healthcare coverage upon any termination of employment. This contrasts with many traditional executive contracts that include severance protections for certain termination events or role changes.

When does Oscar Health’s amended employment agreement with Mario Schlosser take effect?

The amended and restated employment agreement for Mario Schlosser is effective as of June 1, 2026. From that date, his title changes to Co-Founder & Advisor to the CEO, and the revised compensation and severance terms apply going forward under the agreement.

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