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

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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^*

Thrive Partners II GP, LLC

(Last)

(First)

(Middle)

295 LAFAYETTE STREET, 7TH FLOOR

(Street)

NEW YORK

10012

(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	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
09/18/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	09/18/2026		J⁽¹⁾		6,268,097	D	$0⁽¹⁾	0	I	By Thrive Capital Partners VII Growth, L.P.⁽²⁾⁽³⁾
Class A Common Stock	09/18/2026		J⁽¹⁾		75,520	D	$0⁽¹⁾	0	I	By Claremount VII Associates, L.P.⁽²⁾⁽³⁾
Class A Common Stock	09/18/2026		J⁽¹⁾		1,323,589	A	$0⁽¹⁾	1,323,589	I	By Thrive Capital Partners II, L.P.⁽²⁾⁽³⁾
Class A Common Stock	09/18/2026		J⁽¹⁾		4,855,810	A	$0⁽¹⁾	4,855,810	I	By Thrive Capital Partners III, L.P.⁽²⁾⁽³⁾
Class A Common Stock	09/18/2026		J⁽¹⁾		164,218	A	$0⁽¹⁾	164,218	I	By Claremount TW, L.P.⁽²⁾⁽³⁾
Class A Common Stock	09/18/2026		J⁽⁴⁾		1,323,589	D	$0⁽⁴⁾	0	I	By Thrive Capital Partners II, L.P.⁽²⁾⁽³⁾
Class A Common Stock	09/18/2026		J⁽⁴⁾		4,855,810	D	$0⁽⁴⁾	0	I	By Thrive Capital Partners III, L.P.⁽²⁾⁽³⁾
Class A Common Stock	09/18/2026		J⁽⁴⁾		164,218	D	$0⁽⁴⁾	0	I	By Claremount TW, L.P.⁽²⁾⁽³⁾

**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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Class B Common Stock	⁽⁵⁾	09/18/2026		J⁽¹⁾			1,323,589	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,323,589	$0⁽¹⁾	4,779,730	I	By Thrive Capital Partners II, L.P.⁽²⁾⁽³⁾
Class B Common Stock	⁽⁵⁾	09/18/2026		J⁽¹⁾			4,855,810	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	4,855,810	$0⁽¹⁾	17,535,258	I	By Thrive Capital Partners III, L.P.⁽²⁾⁽³⁾
Class B Common Stock	⁽⁵⁾	09/18/2026		J⁽¹⁾			164,218	⁽⁵⁾	⁽⁵⁾	Class A Common Stock	164,218	$0⁽¹⁾	593,021	I	By Claremount TW, L.P.⁽²⁾⁽³⁾
Class B Common Stock	⁽⁵⁾	09/18/2026		J⁽¹⁾		6,268,097		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	6,268,097	$0⁽¹⁾	6,268,097	I	By Thrive Capital Partners VII Growth, L.P.⁽²⁾⁽³⁾
Class B Common Stock	⁽⁵⁾	09/18/2026		J⁽¹⁾		75,520		⁽⁵⁾	⁽⁵⁾	Class A Common Stock	75,520	$0⁽¹⁾	75,520	I	By Claremount VII Associates, L.P.⁽²⁾⁽³⁾
Class B Common Stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	1,040,704		1,040,704	I	By Thrive Capital Partners V, L.P.⁽²⁾⁽³⁾
Class B Common Stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	19,239		19,239	I	By Claremount V Associates, L.P.⁽²⁾⁽³⁾
Class B Common Stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	2,498,513		2,498,513	I	By Thrive Capital Partners VI Growth, L.P.⁽²⁾⁽³⁾
Class B Common Stock	⁽⁵⁾							⁽⁵⁾	⁽⁵⁾	Class A Common Stock	48,982		48,982	I	By Claremount VI Associates, L.P.⁽²⁾⁽³⁾

1. Name and Address of Reporting Person^*

Thrive Partners II GP, LLC

(Last)

(First)

(Middle)

295 LAFAYETTE STREET, 7TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thrive Capital Partners II, L.P.

(Last)

(First)

(Middle)

295 LAFAYETTE STREET, 7TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thrive Partners III GP, LLC

(Last)

(First)

(Middle)

295 LAFAYETTE STREET, 7TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thrive Capital Partners III, L.P.

(Last)

(First)

(Middle)

295 LAFAYETTE STREET, 7TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Claremount TW, L.P.

(Last)

(First)

(Middle)

295 LAFAYETTE STREET, 7TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thrive Partners VII Growth GP, LLC

(Last)

(First)

(Middle)

295 LAFAYETTE STREET, 7TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thrive Capital Partners VII Growth, L.P.

(Last)

(First)

(Middle)

295 LAFAYETTE STREET, 7TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Thrive Partners VII GP, LLC

(Last)

(First)

(Middle)

295 LAFAYETTE STREET, 7TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Claremount VII Associates, L.P.

(Last)

(First)

(Middle)

295 LAFAYETTE STREET, 7TH FLOOR

(Street)

NEW YORK

10012

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 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").

3. (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.

4. 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").

5. 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.

Remarks:

Joshua Kushner has been deputized to represent the Reporting Persons on the board of directors of the Issuer. By virtue of Mr. Kushner's representation, for purposes of Section 16 of the Exchange Act, each of the Reporting Persons may be deemed directors by deputization of the Issuer. Mr. Kushner has filed a separate Section 16 report disclosing securities of the Issuer that he may be deemed to beneficially own for Section 16 purposes.

	Thrive Partners II GP, LLC, By: /s/ Joshua Kushner, Managing Member	09/18/2026
	Thrive Capital Partners II, L.P., By: Thrive Partners II GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member	09/18/2026
	Thrive Partners III GP, LLC, By: /s/ Joshua Kushner, Managing Member	09/18/2026
	Thrive Capital Partners III, L.P., By: Thrive Partners III GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member	09/18/2026
	Claremount TW, L.P., By: Thrive Partners III GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member	09/18/2026
	Thrive Partners VII Growth GP, LLC, By: /s/ Joshua Kushner, Managing Member	09/18/2026
	Thrive Capital Partners VII Growth, L.P., By: Thrive Partners VII Growth GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member	09/18/2026
	Thrive Partners VII GP, LLC, By: /s/ Joshua Kushner, Managing Member	09/18/2026
	Claremount VII Associates, L.P., By: Thrive Partners VII GP, LLC, its general partner, By: /s/ Joshua Kushner, Managing Member	09/18/2026
	** 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.

4: Statement of changes in beneficial ownership of securities

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP