Oscar Health insider Kushner shifts Class A, B shares
Oscar Health, Inc. (OSCR) reported that on September 18, 2026, entities affiliated with director, Co-Founder and Vice Chairman, and ten percent owner Joshua Kushner reallocated Oscar’s dual-class shares among various Thrive Capital funds.
Rhea-AI Filing Summary
Oscar Health, Inc. (OSCR) reported that on September 18, 2026, entities affiliated with director, Co-Founder and Vice Chairman, and ten percent owner Joshua Kushner reallocated Oscar’s dual-class shares among various Thrive Capital funds. Thrive Capital Partners II, III and Claremount TW exchanged specified amounts of Class B Common Stock for equal amounts of Class A Common Stock held by Thrive Capital Partners VII Growth and Claremount VII, and certain funds then made pro rata, no-consideration distributions of Class A shares to their limited partners and general partners under Rule 16a-9(a) and Rule 16a-13. Class B Common Stock is convertible into Class A Common Stock on a one-to-one basis and will mandatorily convert after a set period and upon certain events, and Kushner, as sole managing member of the Thrive general partners, disclaims beneficial ownership except to the extent of his pecuniary interest.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 31,718,085 shares
Other
17 txns
Insider
Kushner Joshua
Role
Co-Founder and Vice Chairman
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Other | Class B Common Stock F5, F1, F2, F3 | 1,323,589 | $0.00 | $0.00 |
| Other | Class B Common Stock F5, F1, F2, F3 | 4,855,810 | $0.00 | $0.00 |
| Other | Class B Common Stock F5, F1, F2, F3 | 164,218 | $0.00 | $0.00 |
| Other | Class B Common Stock F5, F1, F2, F3 | 6,268,097 | $0.00 | $0.00 |
| Other | Class B Common Stock F5, F1, F2, F3 | 75,520 | $0.00 | $0.00 |
| Other | Class A Common Stock F1, F2, F3 | 6,268,097 | $0.00 | $0.00 |
| Other | Class A Common Stock F1, F2, F3 | 75,520 | $0.00 | $0.00 |
| Other | Class A Common Stock F1, F2, F3 | 1,323,589 | $0.00 | $0.00 |
| Other | Class A Common Stock F1, F2, F3 | 4,855,810 | $0.00 | $0.00 |
| Other | Class A Common Stock F1, F2, F3 | 164,218 | $0.00 | $0.00 |
| Other | Class A Common Stock F4, F2, F3 | 1,323,589 | $0.00 | $0.00 |
| Other | Class A Common Stock F4, F2, F3 | 4,855,810 | $0.00 | $0.00 |
| Other | Class A Common Stock F4, F2, F3 | 164,218 | $0.00 | $0.00 |
| holding | Class B Common Stock F5, F2, F3 | -- | -- | -- |
| holding | Class B Common Stock F5, F2, F3 | -- | -- | -- |
| holding | Class B Common Stock F5, F2, F3 | -- | -- | -- |
| holding | Class B Common Stock F5, F2, F3 | -- | -- | -- |
Holdings After Transaction:
Class B Common Stock — 4,779,730 contracts (Indirect, By Thrive Capital Partners II, L.P.);
Class B Common Stock — 17,535,258 contracts (Indirect, By Thrive Capital Partners III, L.P.);
Class B Common Stock — 593,021 contracts (Indirect, By Claremount TW, L.P.);
Class B Common Stock — 6,268,097 contracts (Indirect, By Thrive Capital Partners VII Growth, L.P.);
Class B Common Stock — 75,520 contracts (Indirect, By Claremount VII Associates, L.P.);
Class A Common Stock — 0 shares (Indirect, By Thrive Capital Partners VII Growth, L.P.);
Class A Common Stock — 0 shares (Indirect, By Claremount VII Associates, L.P.);
Class A Common Stock — 0 shares (Indirect, By Thrive Capital Partners II, L.P.);
Class A Common Stock — 0 shares (Indirect, By Thrive Capital Partners III, L.P.);
Class A Common Stock — 0 shares (Indirect, By Claremount TW, L.P.);
Class B Common Stock — 1,040,704 contracts (Indirect, By Thrive Capital Partners V, L.P.);
Class B Common Stock — 19,239 contracts (Indirect, By Claremount V Associates, L.P.);
Class B Common Stock — 2,498,513 contracts (Indirect, By Thrive Capital Partners VI Growth, L.P.);
Class B Common Stock — 48,982 contracts (Indirect, By Claremount VI Associates, L.P.)
Footnotes (5)
- F1. On September 18, 2026, (i) Thrive Capital Partners II, L.P. ("Thrive II") transferred 1,307,831 and 15,758 shares of Class B Common Stock to Thrive Capital Partners VII Growth, L.P. ("Thrive VII Growth") and Claremount VII Associates, L.P. ("Claremount VII"), respectively, in exchange for 1,307,831 and 15,758 shares of Class A Common Stock held by Thrive VII Growth and Claremount VII, respectively; (ii) Thrive Capital Partners III, L.P. ("Thrive III") transferred 4,798,003 and 57,807 shares of Class B Common Stock to Thrive VII Growth and Claremount VII, respectively, in exchange for 4,798,003 and 57,807 shares of Class A Common Stock held by Thrive VII Growth and Claremount VII, respectively; (iii) Claremount TW, L.P. ("Claremount TW") transferred 162,263 and 1,955 shares of Class B Common Stock to Thrive VII Growth and Claremount VII, respectively, in exchange for 162,263 and 1,955 shares of Class A Common Stock held by Thrive VII Growth and Claremount VII, respectively.
- F2. Thrive Partners II GP, LLC is the general partner of Thrive II; Thrive Partners III GP, LLC is the general partner of each of Thrive III and Claremount TW; Thrive Partners V GP, LLC is the general partner of each of Thrive Capital Partners V, L.P. ("Thrive V") and Claremount V Associates, L.P. ("Claremount V"); Thrive Partners VI GP, LLC is the general partner of each of Thrive Capital Partners VI Growth, L.P. ("Thrive VI Growth") and Claremount VI Associates, L.P. ("Claremount VI"); Thrive Partners VII Growth GP, LLC is the general partner of Thrive VII Growth; and Thrive Partners VII GP, LLC is the general partner of Claremount VII (together with Thrive II, Thrive III, Claremount TW, Thrive V, Claremount V, Thrive VI Growth, Claremount VI, Thrive VII Growth, the "Thrive Capital Funds").
- F3. (continued from footnote 2) Thrive Partners II GP, LLC, Thrive Partners III GP, LLC, Thrive Partners V GP, LLC, Thrive Partners VI GP, LLC, Thrive Partners VII Growth GP, LLC and Thrive Partners VII GP, LLC are collectively referred to as the "Thrive General Partners." Joshua Kushner is the sole managing member of each of the Thrive General Partners and, in his capacity as managing member, has voting and investment power over the shares held by each of the Thrive Capital Funds. Each of the foregoing entities and Mr. Kushner disclaims beneficial ownership of the shares held of record by the Thrive Capital Funds, except to the extent of its or his pecuniary interest therein.
- F4. On September 18, 2026, (i) Thrive II distributed to its limited partners and sole general partner, pro rata and without consideration, 1,323,589 shares of Class A Common Stock; (ii) Thrive III distributed to its limited partners and sole general partner, pro rata and without consideration, 4,855,810 shares of Class A Common Stock; and (iii) Claremount TW distributed to its limited partners and sole general partner, pro rata and without consideration, 164,218 shares of Class A Common Stock. Each of Thrive Partners II GP, LLC and Thrive Partners III GP, LLC, in turn, distributed to their members, pro rata and without consideration, the shares of Class A Common Stock received in the foregoing distributions. Such distributions were made in accordance with the exemptions afforded by Rule 16a-9(a) and Rule 16a-13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act").
- F5. The Class B Common Stock is convertible at any time at the option of the holder into Class A Common Stock on a one-to-one basis, subject to certain exceptions, and will mandatorily convert into Class A Common Stock on the date that is seven years from the date of the prospectus used in connection with the Issuer's initial public offering and upon the occurrence of certain events as set forth in the Issuer's certificate of incorporation.
Key Figures
Exchange between Thrive II and Thrive VII Growth: 1,307,831 shares of Class B for 1,307,831 shares of Class A
Exchange between Thrive III and Thrive VII Growth: 4,798,003 shares of Class B for 4,798,003 shares of Class A
Exchange between Claremount TW and Thrive VII Growth: 162,263 shares of Class B for 162,263 shares of Class A
+5 more
8 metrics
Exchange between Thrive II and Thrive VII Growth
1,307,831 shares of Class B for 1,307,831 shares of Class A
Transferred September 18, 2026, as part of the share exchange in footnote (i)
Exchange between Thrive III and Thrive VII Growth
4,798,003 shares of Class B for 4,798,003 shares of Class A
Transferred September 18, 2026, as part of the share exchange in footnote (ii)
Exchange between Claremount TW and Thrive VII Growth
162,263 shares of Class B for 162,263 shares of Class A
Transferred September 18, 2026, as part of the share exchange in footnote (iii)
Pro rata distribution by Thrive II
1,323,589 shares of Class A Common Stock
Distributed on September 18, 2026 to limited partners and sole general partner
Pro rata distribution by Thrive III
4,855,810 shares of Class A Common Stock
Distributed on September 18, 2026 to limited partners and sole general partner
Pro rata distribution by Claremount TW
164,218 shares of Class A Common Stock
Distributed on September 18, 2026 to limited partners and sole general partner
Thrive VII Growth Class B holdings after exchange
6,268,097 shares of Class B Common Stock
Indirectly held, with equal underlying 6,268,097 Class A shares as of September 18, 2026
Thrive Capital Partners III Class B position after transfers
17,535,258 shares of Class B Common Stock
Indirect holdings following the September 18, 2026 restructuring transaction
Key Terms
Class B Common Stock, pro rata, Rule 16a-9(a), Rule 16a-13, +2 more
6 terms
Class B Common Stock financial
"The Class B Common Stock is convertible at any time at the option"
A class B common stock is one of multiple types of a company’s ordinary shares that carries specific rights—often different voting power or dividend priority—compared with other classes. For investors it matters because those differences affect how much influence you have over company decisions, the income you might receive, and how freely the shares trade; think of it like owning a car with different keys: some keys let you start the engine and open the trunk, others only unlock the door.
pro rata financial
"distributed to its limited partners and sole general partner, pro rata and"
Pro rata means dividing or distributing something proportionally based on a specific factor, such as ownership or contribution. For example, if an investor owns 10% of a company, they would receive 10% of any dividends or benefits allocated. This approach ensures everyone gets their fair share relative to their stake or input, helping investors understand how benefits, costs, or responsibilities are fairly shared.
Rule 16a-9(a) regulatory
"distributions were made in accordance with the exemptions afforded by Rule 16a-9(a)"
Rule 16a-13 regulatory
"exemptions afforded by Rule 16a-9(a) and Rule 16a-13 of the Securities"
pecuniary interest financial
"disclaims beneficial ownership of the shares held of record, except to the extent of its or his pecuniary interest"
voting and investment power financial
"has voting and investment power over the shares held by each of the Thrive Capital Funds"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What does Oscar Health (OSCR) disclose about Joshua Kushner’s role in this Form 4?
The Form 4 states that Joshua Kushner is a director, Co-Founder and Vice Chairman, and ten percent owner of Oscar Health, Inc., and the sole managing member of the Thrive general partners with voting and investment power over shares held by the Thrive Capital Funds, subject to a pecuniary-interest limitation.
What are the conversion terms of Oscar Health’s Class B Common Stock in this filing?
Class B Common Stock is described as convertible at any time at the holder’s option into Class A Common Stock on a one-to-one basis, subject to certain exceptions, and will mandatorily convert into Class A on a specified future date and upon certain events set out in the certificate of incorporation.
Were the reported OSCR transactions made under a Rule 10b5-1 trading plan?
The document-level checkbox indicates no Rule 10b5-1 trading plan affirmation, and the footnotes describe the exchanges and distributions but do not state that they were made pursuant to a Rule 10b5-1 plan.
AI-generated analysis. How Rhea-AI works. Not financial advice.
