UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM
CURRENT REPORT
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| Item 1.01 | Entry into a Material Definitive Agreement. |
On September 11, 2025, Oscar Health, Inc. (the “Company”) entered into an amendment (“Amendment”) to the Investment Agreement (the “Investment Agreement”) dated January 27, 2022, by and among the Company, funds affiliated with or advised by Dragoneer Investment Group, LLC (“Dragoneer”) and certain other purchasers identified therein. The purpose of the Amendment was to permit the Offering (as defined below) under the Investment Agreement.
| Item 7.01 | Regulation FD Disclosure. |
In connection with the Offering, and as a result of the proceeds expected to be raised, the Company expects to give notice of its intent to terminate the revolving credit facility that forms part of its senior secured credit agreement, by and among the Company, Wells Fargo Bank, National Association, as lender and administrative agent, and certain other lenders party thereto from time to time, and Oscar Management Corporation, as a subsidiary guarantor, dated as of February 21, 2021 (as amended by the First Amendment to Credit Agreement, dated as of January 27, 2022, the Second Amendment to Credit Agreement, dated as of July 21, 2023, and the Third Amendment to Credit Agreement, dated as of December 28, 2023, as amended, the “Credit Agreement”). The termination of the revolving credit facility would be contingent on the closing of the Offering and would be expected to occur concurrently with the closing of the Offering.
| Item 8.01. | Other Events. |
On September 15, 2025, the Company issued a press release relating to its proposed private offering of Convertible Senior Subordinated Notes due 2030 (the “Notes” and such offering, the “Offering”) to qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated by reference into this Item 8.01.
Neither this Current Report on Form 8-K nor the press release constitutes an offer to sell, or the solicitation of an offer to buy, the Notes or the shares of the Company’s class A common stock, if any, issuable upon conversion of the Notes.
| Item 9.01 | Financial Statements and Exhibits. |
(d) Exhibits
| Exhibit Number |
Description | |
| 99.1 | Press Release, dated September 15, 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. | ||||||
| Date: September 15, 2025 | By: | /s/ R. Scott Blackley | ||||
| Name: | R. Scott Blackley | |||||
| Title: | Chief Financial Officer | |||||