Oscar Health, Inc. 8-K

What Happened
Oscar Health, Inc. announced on Feb. 6, 2026 that it entered into a $475.0 million secured three‑year revolving credit facility (maturing Feb. 6, 2029) with JPMorgan Chase and other lenders, with an option to expand by up to $100.0 million. The loans are available for general corporate purposes. On Feb. 10, 2026 the company also filed a press release reporting its financial results for the fourth quarter and full year ended Dec. 31, 2025 (Exhibit 99.1).

Key Details

• Facility size: $475.0 million committed revolver, plus an expansion option up to $100.0 million. Maturity: Feb. 6, 2029.
• Pricing: initially Term SOFR + 4.50% or Alternate Base Rate + 3.50%; margins and commitment fee (initially 0.50%) may step down/up from June 30, 2026 based on Total Net Leverage Ratio.
• Guarantees and use: guaranteed by the company’s current and future subsidiaries (subject to permitted exceptions); proceeds for general corporate purposes.
• Financial covenants: beginning Q1 2026 quarters — minimum Direct Policy Premiums of $3.0 billion per quarter; trailing 12‑month Consolidated Adjusted EBITDA must meet specified thresholds; minimum Liquidity of $200.0 million (at least $100.0 million as unrestricted cash). From Q1 2027 through maturity: maximum Total Net Leverage Ratio 3.50:1 and minimum Fixed Charge Coverage Ratio 3.00:1.
• Other: customary events of default (including certain changes of control), lenders’ acceleration rights, and ability for the company to prepay or terminate without penalty.

Why It Matters
The new revolver provides Oscar Health with a sizable liquidity backstop through early 2029, which can be used for general corporate needs and may support operations or growth. At the same time, the facility imposes quarterly financial tests (including revenue/premium, EBITDA, liquidity and later leverage and coverage ratios) that the company must meet; failure could lead to acceleration of the debt. Investors should note the interest cost is tied to SOFR plus a sizable spread and that covenant compliance becomes increasingly important beginning with the quarter ending March 31, 2026 and more restrictive leverage/coverage tests from March 31, 2027. The company’s Feb. 10 press release with Q4 and full‑year 2025 results is filed as Exhibit 99.1.