Oscar Health holder Thrive reshuffles 31.7M shares
Thrive Capital funds reallocated Oscar Health Class A and B shares among affiliates and distributed Class A stock pro rata to partners in non-cash, restructuring transactions.
Rhea-AI Filing Summary
Oscar Health, Inc. (OSCR) reported that multiple Thrive Capital funds restructured their holdings on September 18, 2026 using "J" code transactions, exchanging large blocks of Class A and Class B Common Stock among affiliated funds at a stated price of $0.00 per share. The moves included exchanges between Thrive Capital Partners II, III and Claremount TW and Thrive Capital Partners VII Growth and Claremount VII, plus pro rata distributions of Class A shares to limited partners and general partners without consideration, relying on Exchange Act Rules 16a-9(a) and 16a-13. All positions are held indirectly through the Thrive Capital funds, and Joshua Kushner, as managing member of the general partners, has voting and investment power but disclaims beneficial ownership except for his pecuniary interests.
Positive
- None.
Negative
- None.
Insider Trade Summary
Other: 31,718,085 shares
Other
17 txns
Insider
Thrive Partners II GP, LLC, Thrive Capital Partners II, L.P., Thrive Partners III GP, LLC, Thrive Capital Partners III, L.P., Claremount TW, L.P., Thrive Partners VII Growth GP, LLC, Thrive Capital Partners VII Growth, L.P., Thrive Partners VII GP, LLC, Claremount VII Associates, L.P.
Role
Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner | Director, 10% Owner
| 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
Restructuring shares: 31,718,085 shares
Thrive II Class A distribution: 1,323,589 shares
Thrive III Class A distribution: 4,855,810 shares
+5 more
8 metrics
Restructuring shares
31,718,085 shares
Total shares involved in restructuring-type transactions reported in the summary
Thrive II Class A distribution
1,323,589 shares
Class A shares distributed pro rata to Thrive II partners on September 18, 2026
Thrive III Class A distribution
4,855,810 shares
Class A shares distributed pro rata to Thrive III partners on September 18, 2026
Claremount TW Class A distribution
164,218 shares
Class A shares distributed pro rata to Claremount TW partners on September 18, 2026
Thrive II exchange to Thrive VII Growth
1,307,831 shares
Class B shares transferred in exchange for the same number of Class A shares
Thrive III exchange to Thrive VII Growth
4,798,003 shares
Class B shares transferred in exchange for the same number of Class A shares
Thrive VI Growth derivative position
2,498,513 underlying shares
Class A shares underlying Class B held indirectly after the reported transactions
Conversion ratio
1 Class B share for 1 Class A share
Ongoing optional conversion rate of Class B into Class A Common Stock
Key Terms
directors by deputization, pro rata and without consideration, beneficial ownership, Rule 16a-9(a), +2 more
6 terms
directors by deputization regulatory
"may be deemed directors by deputization of the Issuer"
pro rata and without consideration financial
"distributed to its limited partners and sole general partner, pro rata and without"
beneficial ownership regulatory
"disclaims beneficial ownership of the shares held of record"
Beneficial ownership means the person or entity that actually enjoys the benefits of owning shares or other assets — such as receiving dividends, voting rights, or price gains — even if the legal title is held in another name. For investors it matters because knowing who truly controls and profits from a company reveals who can influence decisions, exposes potential conflicts of interest or hidden concentration of power, and affects transparency and risk in the stock.
Rule 16a-9(a) regulatory
"Such distributions were made in accordance with the exemptions afforded by Rule 16a-9(a)"
Rule 16a-13 regulatory
"and Rule 16a-13 of the Securities Exchange Act of 1934"
pecuniary interest financial
"except to the extent of its or his pecuniary interest therein"
FAQ
AI-generated questions and answers. How Rhea-AI works. Not financial advice.
What restructuring transactions did Thrive Capital funds report in OSCR on September 18, 2026?
They reported "J" code transactions exchanging Class A and Class B Common Stock among affiliated Thrive Capital funds at $0.00 per share, plus non-cash, pro rata distributions of Class A shares to limited partners and general partners.
Were the Oscar Health (OSCR) Form 4 transactions market sales or internal transfers?
The filing describes exchanges of Class A and B shares among Thrive Capital funds and pro rata distributions without consideration to partners. The price per share is reported as $0.00, indicating internal restructuring rather than open-market buy or sell transactions.
What exchanges between Oscar Health (OSCR) Class A and Class B stock did the Form 4 detail?
It reports Thrive II, Thrive III and Claremount TW transferring Class B shares to Thrive VII Growth and Claremount VII in exchange for equal numbers of Class A shares, including 1,307,831 and 15,758 shares for Thrive II and 4,798,003 and 57,807 shares for Thrive III.
What is the convertibility of Oscar Health (OSCR) Class B Common Stock?
Class B Common Stock is 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 or upon certain events in the certificate of incorporation.
Does the OSCR Form 4 indicate a Rule 10b5-1 trading plan for these transactions?
No. The document-level checkbox indicates no Rule 10b5‑1 plan is reported for these restructuring transactions by the Thrive Capital funds.
AI-generated analysis. How Rhea-AI works. Not financial advice.
