OSCR converts $187.5M of 2031 notes; 2030 notes no longer subordinated

Rhea-AI Filing Summary

Oscar Health (OSCR) entered an Exchange Agreement with Dragoneer, allowing exchanges of up to $250,000,000 principal of 7.25% convertible senior notes due 2031 through December 14, 2025. On November 5, 2025, Dragoneer exchanged $187,500,000 of these notes for 23,273,179 Class A shares, and the company was relieved of future interest payments on the exchanged debt.

The Agreement also provides for up to $17.8 million of additional consideration, payable in shares and/or cash, pursuant to its terms and conditions. As of November 5, 2025, debt covenants in the 2031 notes Investment Agreement were extinguished, and the company’s $410,000,000 2.25% convertible senior subordinated notes due 2030 ceased to be subordinated to the 2031 notes.

Separately, the company furnished a press release announcing financial results for the quarter ended September 30, 2025 as Exhibit 99.1.

Insights

Capital structure analyst

Debt-for-equity swap reduces interest burden and changes priority.

Oscar Health agreed with Dragoneer to permit exchanges of up to $250,000,000 principal of 7.25% notes due 2031 through December 14, 2025. On November 5, 2025, $187,500,000 was exchanged for 23,273,179 shares, eliminating future interest on that portion.

The filing states up to $17.8 million of additional consideration may be paid in shares and/or cash, per the Agreement and conditions. It also notes that covenants tied to the 2031 notes were extinguished, and the $410,000,000 2.25% notes due 2030 are no longer subordinated to the 2031 notes.

Actual impact depends on any further exchanges before December 14, 2025 and market reception to the issued equity. Subsequent disclosures may detail remaining principal and any consideration paid under the Agreement.

8-K Event Classification

3 items: 2.02, 8.01, 9.01

3 items

Item 2.02 Results of Operations and Financial Condition Financial

Disclosure of earnings results, typically an earnings press release or preliminary financials.

Item 8.01 Other Events Other

Voluntary disclosure of events the company deems important to shareholders but not covered by other items.

Item 9.01 Financial Statements and Exhibits Exhibits

Financial statements, pro forma financial information, or exhibit attachments filed with this report.

FAQ

What did OSCR disclose in its 8-K?

An Exchange Agreement with Dragoneer enabling exchanges of up to $250,000,000 principal of 7.25% notes due 2031 through December 14, 2025, and a partial exchange completed.

How much debt did Oscar Health exchange and for how many shares?

On November 5, 2025, it exchanged $187,500,000 of 2031 notes for 23,273,179 Class A shares.

What is the interest rate and maturity of the exchanged notes?

The notes carry a 7.25% coupon and are due in 2031.

What additional consideration may be paid under the Agreement?

Up to $17.8 million, payable in shares and/or cash, per the Agreement’s terms and conditions.

What changed regarding Oscar Health’s 2030 notes?

The company’s $410,000,000 2.25% convertible senior subordinated notes due 2030 ceased to be subordinated to the 2031 notes.

Were any debt covenants affected?

Yes. As of November 5, 2025, debt covenants in the 2031 notes Investment Agreement were extinguished.

Did OSCR also announce quarterly results?

Yes. It furnished a press release for the quarter ended September 30, 2025 as Exhibit 99.1.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 11/06/2025 - 06:10 AM Learn about SEC filing dates

0001568651FALSE00015686512025-11-032025-11-03

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): November 3, 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) (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 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 2.02. Results of Operations and Financial Condition.

On November 6, 2025, Oscar Health, Inc. (the “Company”) announced the Company’s financial results for the quarter ended September 30, 2025. A copy of the press release issued in connection with the announcement is attached and furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On November 3, 2025, the Company and Oasis FD Holdings, LP (“Dragoneer”) entered into an Exchange Agreement (the “Agreement”) pursuant to which, until December 14, 2025, Dragoneer may elect to exchange up to $250,000,000 aggregate principal amount of the Company’s 7.25% convertible senior notes due 2031 (the “2031 Notes”), representing the balance of its 2031 Notes, for aggregate consideration consisting of (A) a number of shares of the Company’s Class A common stock (“Shares”) based on the conversion rate set forth in the applicable indenture, and (B) up to $17.8 million, payable in Shares and/or cash, pursuant to the terms of the Agreement and subject to the satisfaction of certain conditions. On November 5, 2025, Dragoneer exchanged $187,500,000 aggregate principal amount of the 2031 Notes (the “Exchanged Debt”) in exchange for 23,273,179 Shares, and the Company was relieved of its future obligations to make interest payments on the Exchanged Debt.

In connection with the Agreement and the related transactions, as of November 5, 2025, the debt covenants in the Investment Agreement dated January 27, 2022 among the parties to the 2031 Notes were extinguished, and the $410,000,000 aggregate principal amount of the Company’s 2.25% convertible senior subordinated notes due 2030 ceased to be subordinated to the 2031 Notes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Press Release, dated November 6, 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.
			By:						/s/ R. Scott Blackley
			Name:						R. Scott Blackley
			Title:						Chief Financial Officer

Date: November 6, 2025