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): March 3, 2021

Oscar Health, Inc.

(Exact Name of Registrant as Specified in its Charter)

75 Varick Street, 5^th 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:

Securities registered pursuant to Section 12(b) of the Act:

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 5.03. Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

On March 3, 2021, Oscar Health, Inc. (the “Company”) filed an Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) with the Secretary of State of the State of Delaware and the Company’s Amended and Restated Bylaws (the “Bylaws”) became effective on such date. The Company’s board of directors and stockholders previously approved the amendment and restatement of these documents to be effective prior to the closing of the Company’s initial public offering.

The Certificate of Incorporation and the Bylaws are filed herewith as Exhibits 3.1 and 3.2, respectively, and are incorporated herein by reference. The terms of the Certificate of Incorporation and Bylaws are substantially the same as the terms set forth in the forms previously filed as Exhibits 3.2 and 3.4, respectively, to the Company’s registration statement on Form S-1 (File No. 333-252809), as amended (the “Registration Statement.”)

Item 8.01. Other Events.

On March 5, 2021, the Company completed its initial public offering of 37,041,026 shares of the Company’s Class A common stock, $0.00001 par value per share (the “Class A Common Stock”), at an offering price of $39.00 per share, pursuant to the Registration Statement. The Company sold 36,391,946 shares of Class A Common Stock, and certain existing stockholders sold an aggregate of 649,080 shares of Class A Common Stock. The gross proceeds to the Company from the initial public offering were $1,419,285,894, before deducting underwriting discounts and commissions and estimated offering expenses payable by the Company. The Company did not receive any proceeds from the sale of shares of Class A common stock in the offering by the selling stockholders. The Company has granted the underwriters an option for a period of 30 days to purchase up to an additional 5,556,153 shares of Class A common stock from the Company at the public offering price, less underwriting discounts and commissions.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

SIGNATURE

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.

Date: March 5, 2021