OSCR files 8-K: Revolving Facility Tied to Note Offering Close

Rhea-AI Filing Summary

Oscar Health, Inc. filed an 8-K reporting that it has given notice of its intent to terminate the revolving credit facility that is part of its senior secured credit agreement with Wells Fargo Bank, N.A. and other lenders; the termination is contingent on the closing of an offering and will occur concurrently with that closing. The company disclosed an offering of notes to qualified institutional buyers under Rule 144A, and attached a press release as Exhibit 99.1. The report is signed by R. Scott Blackley, Chief Financial Officer and dated September 16, 2025.

Positive

• Company disclosed a clear plan tying the credit facility termination to the closing of a specific financing event
• Notes offering under Rule 144A indicates the company is accessing institutional debt markets

Negative

• Termination of the revolving credit facility is contingent on the offering closing, creating dependence on that financing event
• Filing provides no material terms of the notes or amounts, leaving effects on liquidity and covenants unclear

Insights

Debt Capital Markets Analyst

OSCR is replacing part of its bank facility with a Rule 144A note offering.

The filing states the revolving credit facility will be terminated only upon the successful closing of an offering of notes to qualified institutional buyers under Rule 144A. This is a financing execution: the timing and effectiveness are explicitly tied to the offering close.

This matters because the company has created a conditional linkage between two financing events; the filing provides no pricing, proceeds amount, or covenant detail, so investors must rely on the upcoming offering disclosure for material terms.

Corporate Treasury Specialist

The company formally notified lenders and documented the planned facility termination.

The 8-K confirms administrative steps: notice of termination to the lender group led by Wells Fargo Bank, N.A. and incorporation of a press release as Exhibit 99.1. The termination is described as occurring concurrently with the offering closing, not immediately.

Because the filing contains no amounts or alternative liquidity details, the direct impact on credit capacity or covenant headroom is not disclosed in this report.

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 16, 2025 (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 1.02 Termination of a Material Definitive Agreement.

In connection with the offering described below, Oscar Health, Inc. (the “Company”) gave 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 will be contingent on the closing of the offering and will occur concurrently with the closing of the offering.

Item 8.01. Other Events.

On September 16, 2025, the Company issued a press release relating to the pricing of its private offering of 2.25% Convertible Senior Subordinated Notes due 2030 (the “Notes”) 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 16, 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 16, 2025				By:		/s/ R. Scott Blackley
				Name:		R. Scott Blackley
				Title:		Chief Financial Officer

FAQ

What did Oscar Health (OSCR) disclose in its 8-K on September 16, 2025?

Oscar Health disclosed notice to terminate its revolving credit facility and an intended offering of notes to qualified institutional buyers under Rule 144A; the termination is contingent on the offering closing.

When will Oscar Health's revolving credit facility terminate?

The filing states the facility termination will occur concurrently with the closing of the offering, not immediately upon notice.

Who is the administrative agent for the credit agreement mentioned by OSCR?

The filing names Wells Fargo Bank, National Association as the lender and administrative agent for the senior secured credit agreement.

Did Oscar Health include additional details about the notes offering?

No; the 8-K references an offering of notes under Rule 144A and attaches a press release as Exhibit 99.1, but it does not disclose pricing, principal amount, or covenant specifics in this filing.

Who signed the 8-K for Oscar Health?

The report was signed by R. Scott Blackley, Chief Financial Officer and dated September 16, 2025.