Oscar Health, Inc. 8-K

What Happened Oscar Health, Inc. filed an 8-K reporting that on December 22, 2025 it entered into an amended and restated employment agreement with CEO Mark T. Bertolini effective that date. The new term runs through April 1, 2029 and automatically renews for one-year periods unless either party elects not to extend. The agreement sets Mr. Bertolini’s 2026 annual base salary at $1,300,000 and increases his target annual bonus to 150% of base salary beginning in calendar year 2026.

The agreement also provides two equity awards to be granted in Q1 2026 with an aggregate value of $45,000,000 under the company’s 2021 Incentive Award Plan: 50% as time‑based RSUs and 50% as performance‑based PSUs. The filing describes vesting schedules, accelerated vesting on certain terminations and change‑in‑control events, and enhanced severance and benefits in certain termination scenarios.

Key Details

• Effective date: December 22, 2025; agreement term through April 1, 2029 with automatic one‑year renewals.
• Compensation: $1,300,000 annual base salary; target bonus raised to 150% of base salary starting 2026.
• Equity: $45,000,000 total in 2026 awards (50% time-based RSUs, 50% performance PSUs); no other long‑term equity expected before 2029.
• Severance/benefits: If terminated without cause or for good reason, Bertolini receives 1.5x cash severance and 18 months of company-subsidized healthcare; no severance for a non‑renewal by the company.
• Vesting highlights: Time-based RSUs vest one‑third on each of the first three anniversaries; accelerated vesting up to an 18‑month pro rata amount on qualifying terminations and full vesting on certain change‑in‑control events. PSUs vest based on performance and service, convert to time‑vesting RSUs upon a change in control, and are prorated on qualifying terminations.

Why It Matters This filing shows the company has locked in its CEO with a multi‑year agreement, a significant equity package and stronger severance protections. For investors, the $45M equity grant ties CEO compensation to long‑term performance and specific change‑in‑control outcomes, while the higher bonus target and severance terms affect executive incentives and potential dilution from new awards.