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OSCR Form 4: Schlosser RSU tax-withholding reduces reported shares

Filing Impact
(High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Mario Schlosser, President of Technology & CTO and a director of Oscar Health, reported a routine insider disposition on 09/02/2025. The filing shows 23,879 shares of Class A common stock were disposed of under code F at a price of $16.66 per share; the explanation states these shares were withheld by the issuer to satisfy tax withholding obligations upon the vesting of restricted stock units (RSUs). After the transaction, Schlosser beneficially owns 501,148 shares, a figure that the filer says includes shares to be issued on RSU vesting. The form is signed by an attorney-in-fact on 09/04/2025.

Positive

  • Transaction is a tax-withholding on RSU vesting, indicating this was an administrative disposition rather than an open-market sale
  • Reporting person retains significant stake with 501,148 Class A shares beneficially owned after the transaction
  • Filing includes explicit explanations for withheld shares and inclusion of shares to be issued from RSUs

Negative

  • 23,879 shares were disposed of, reducing the reporting person's immediate reported holdings
  • Price reference $16.66 may reflect recent valuation for the withheld shares (timestamped point of reference)

Insights

TL;DR: Routine tax-withholding on vested RSUs; no unusual insider selling behavior indicated.

This Form 4 documents a standard withholding of shares to cover tax obligations tied to RSU vesting rather than an open-market sale. The filing identifies the reporting person as both an officer and a director, and shows beneficial ownership of 501,148 Class A shares after withholding. From a governance perspective, tax-withhold transactions are common and do not typically signal a change in executive alignment with shareholders. The report is complete with price, amount withheld, and an explanatory footnote, and it was executed by an attorney-in-fact.

TL;DR: Non-market disposition of 23,879 shares at $16.66 for tax withholding; impact on share count is modest.

The transaction code 'F' and the explanatory notes confirm shares were retained by the issuer to satisfy tax withholding tied to RSU vesting, not an open-market sale. The withheld amount (23,879 shares) reduced reported holdings but the filer still beneficially owns 501,148 shares including unissued RSU shares. The per-share value noted ($16.66) provides a timestamped reference for the withholding event. For investors assessing insider alignment, this is a routine administrative action rather than a signal of liquidity-driven selling.

Insider Schlosser Mario
Role President of Technology & CTO
Type Security Shares Price Value
Tax Withholding Class A Common Stock 23,879 $16.66 $398K
Holdings After Transaction: Class A Common Stock — 501,148 shares (Direct)
Footnotes (1)
  1. Reflects shares of Class A common stock withheld by the Issuer to satisfy tax withholding obligations incident to vesting of restricted stock units ("RSUs"). Includes shares to be issued in connection with the vesting of one or more restricted stock units.
Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Schlosser Mario
(Last) (First) (Middle)
75 VARICK STREET, 5TH FLOOR
(Street)
NEW YORK NY 10013
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Oscar Health, Inc. [ OSCR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President of Technology & CTO
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Class A Common Stock 09/02/2025 F 23,879(1) D $16.66 501,148(2) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reflects shares of Class A common stock withheld by the Issuer to satisfy tax withholding obligations incident to vesting of restricted stock units ("RSUs").
2. Includes shares to be issued in connection with the vesting of one or more restricted stock units.
Remarks:
/s/ Melissa Curtin, Attorney-in-fact 09/04/2025
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Source: View Original Filing on SEC EDGAR

FAQ

What did Oscar Health insider Mario Schlosser report on Form 4 (OSCR)?

The Form 4 reports a disposition of 23,879 Class A shares on 09/02/2025 and beneficial ownership of 501,148 shares following the transaction.

Why were 23,879 shares disposed of according to the filing?

The filing states the shares were withheld by the issuer to satisfy tax withholding obligations incident to RSU vesting (code F).

At what price were the withheld shares recorded?

The transaction shows a recorded price of $16.66 per share.

Does this Form 4 indicate an open-market sale by the insider?

No; the form identifies the disposition as tax withholding for RSU vesting, not an open-market sale.

When was the Form 4 signed and filed?

The signature block shows execution by an attorney-in-fact on 09/04/2025.