0001568651FALSE00015686512025-11-032025-11-03

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): November 3, 2025
Oscar Health, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware001-4015446-1315570
(State or Other Jurisdiction
of Incorporation)
(Commission
File Number)
(IRS Employer
Identification No.)

75 Varick Street, 5th 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:

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425).
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12).
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)).
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)).
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading
Symbols
Name of each exchange
on which registered
Class A Common Stock, $0.00001 par value per shareOSCRNew York Stock Exchange
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 2.02. Results of Operations and Financial Condition.

On November 6, 2025, Oscar Health, Inc. (the “Company”) announced the Company’s financial results for the quarter ended September 30, 2025. A copy of the press release issued in connection with the announcement is attached and furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.

The information in Item 2.02 and Exhibit 99.1 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information and exhibits be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 8.01. Other Events.

On November 3, 2025, the Company and Oasis FD Holdings, LP (“Dragoneer”) entered into an Exchange Agreement (the “Agreement”) pursuant to which, until December 14, 2025, Dragoneer may elect to exchange up to $250,000,000 aggregate principal amount of the Company’s 7.25% convertible senior notes due 2031 (the “2031 Notes”), representing the balance of its 2031 Notes, for aggregate consideration consisting of (A) a number of shares of the Company’s Class A common stock (“Shares”) based on the conversion rate set forth in the applicable indenture, and (B) up to $17.8 million, payable in Shares and/or cash, pursuant to the terms of the Agreement and subject to the satisfaction of certain conditions. On November 5, 2025, Dragoneer exchanged $187,500,000 aggregate principal amount of the 2031 Notes (the “Exchanged Debt”) in exchange for 23,273,179 Shares, and the Company was relieved of its future obligations to make interest payments on the Exchanged Debt.

In connection with the Agreement and the related transactions, as of November 5, 2025, the debt covenants in the Investment Agreement dated January 27, 2022 among the parties to the 2031 Notes were extinguished, and the $410,000,000 aggregate principal amount of the Company’s 2.25% convertible senior subordinated notes due 2030 ceased to be subordinated to the 2031 Notes.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.
Exhibit No.Description
99.1
104Cover 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.
By:/s/ R. Scott Blackley
Name:R. Scott Blackley
Title:Chief Financial Officer
Date: November 6, 2025


imagea.jpg
Oscar Health, Inc.
ir.hioscar.com
News Release

Oscar Health Announces Financial Results for Third Quarter 2025 and Reaffirms 2025 Guidance

New York, NY, November 6, 2025 – Oscar Health, Inc. (“Oscar” or the “Company”) (NYSE: OSCR) announced today its financial results for the third quarter ended September 30, 2025, and reaffirmed its full year 2025 outlook, across all metrics, as provided in its preliminary financial results press release dated July 22, 2025.

“The individual market is the only source of affordable health coverage for 22 million people who power our economy,” said Mark Bertolini, CEO of Oscar Health. “Our market serves the small business, service, and farming sectors, and can meet the healthcare needs of 100 million more working people. Oscar is shaping the future of individual healthcare with affordable, innovative plans and a superior member experience. Our disciplined pricing and geographic expansion position us to profitably grow market share, and we are confident in our ability to expand margins and return to profitability in 2026.”

Third Quarter 2025 Financial Highlights
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except percentages)2025202420252024
Total revenue$2,985,984$2,423,482$8,896,192$6,785,128
Medical loss ratio88.5%84.6%84.8%79.5%
SG&A expense ratio17.5%19.0%17.3%19.0%
Earnings (loss) from operations$(129,250)$(48,374)$(62,610)$204,996
Net income (loss) attributable to Oscar Health, Inc.$(137,450)$(54,596)$(90,540)$178,979
Adjusted EBITDA(1)
$(101,453)$(11,563)$27,971$311,877
(1) Adjusted EBITDA is a non-GAAP measure. See “Key Operating and Non-GAAP Financial Metrics - Adjusted EBITDA” in this release for a reconciliation to net income (loss), the most directly comparable GAAP measure, and for information regarding Oscar’s use of Adjusted EBITDA.

As of September 30,
Membership by Offering20252024
Individual and Small Group2,111,7361,602,993
Cigna+Oscar (1)
5,16851,291
Total Members (2)
2,116,9041,654,284
(1)Represents total membership for our former co-branded partnership with Cigna.
(2)A member covered under more than one of our health plans counts as a single member for the purposes of this metric.

2025 Financial Guidance Summary
Full Year 2025 Outlook
LowHigh
Total Revenue (1)
$12.0 billion$12.2 billion
Medical Loss Ratio (2)
86.0%87.0%
SG&A Expense Ratio (3)
17.1%17.6%
Loss from Operations (4)
$(300) million$(200) million
(1)Total revenue includes Premium revenue (net of risk adjustment transfers), Investment income, and Other revenues. We believe Total revenue is an important metric to assess the growth of our business, as well as the earnings potential of our investment portfolio.
(2)Medical loss ratio (MLR) is a metric used to calculate medical expenses as a percentage of net premiums before ceded quota share reinsurance. We believe MLR is an important metric to demonstrate the ratio of our costs to pay for healthcare of our members to the net premiums before ceded quota share reinsurance.
(3)The Selling, general, and administrative (SG&A) expense ratio is calculated as selling, general and administrative expenses as a percentage of Total revenue (net of risk adjustment transfers). We believe the SG&A expense ratio is a valuable metric to evaluate our ability to manage our overall selling, general, and administrative cost base.
(4)Loss from operations is the Company's Total revenue less Total operating expenses. We believe Loss from operations is an important primary metric for assessing operating performance.

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Oscar Health, Inc.
News Release

Third Quarter 2025 Key Metrics and Non-GAAP Financial Metrics

Total revenue was approximately $3.0 billion for the third quarter of 2025 compared to $2.4 billion for the third quarter of 2024. The increase was driven by higher membership, partially offset by an increase in the net risk adjustment transfer accrual.
The medical loss ratio was 88.5% for the third quarter of 2025 compared to 84.6% for the third quarter of 2024. The increase is primarily driven by an increase in average market morbidity that resulted in a $130 million increase in the net risk adjustment transfer accrual, partially offset by $84 million of favorable prior period development, and $22 million of favorable intra-year development.
The SG&A expense ratio was 17.5% for the third quarter of 2025 compared to 19.0% for the third quarter of 2024. The decrease was primarily due to greater fixed cost leverage, lower exchange fee rates, and disciplined cost management, partially offset by the impact of higher risk adjustment as a percentage of premium.
Loss from operations was $129.3 million for the third quarter of 2025 compared to a loss from operations of $48.4 million for the third quarter of 2024. The decrease was primarily driven by an increase in average market morbidity that resulted in an increase in the risk adjustment transfer accrual, partially offset by favorable prior period and intra-year development, and disciplined cost management.
Net loss attributable to Oscar Health, Inc. was $137.5 million, or $(0.53) of diluted earnings per share, for the third quarter of 2025 compared to Net loss attributable to Oscar Health, Inc. of $54.6 million, or $(0.22) of diluted earnings per share, for the third quarter of 2024.
Adjusted EBITDA loss was $101.5 million for the third quarter of 2025 compared to Adjusted EBITDA loss of $11.6 million for the third quarter of 2024.

Partial Settlement of 2031 Convertible Senior Notes
On November 3, 2025, the Company entered into an exchange agreement with Oasis FD Holdings, L.P. (“Dragoneer”) with respect to the 7.25% Convertible Senior Notes due 2031 (the “Notes”). Pursuant to the agreement, Dragoneer may exchange an aggregate principal amount of approximately $250 million of the Notes by December 14, 2025 for an amount of shares of Class A common stock based on the conversion rate in the applicable indenture and a payment of up to $17.8 million, which we expect to primarily settle in shares.

On November 5, 2025, approximately $187.5 million aggregate principal amount of Notes were exchanged for approximately 23.3 million shares of Class A common stock.

The Company believes the transaction reflects its ongoing efforts to opportunistically manage its capital structure, reduce future interest expense, and simplify its balance sheet.
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Oscar Health, Inc.
News Release

Quarterly Conference Call Details
Oscar will host a conference call to discuss its financial results today, November 6, 2025, at 8:00 a.m. (ET). Investors and other interested parties are invited to listen to the conference call by dialing 1-855-761-5600 and entering the following conference ID: 7768132. A live audio webcast will also be available via the Investor Relations page of Oscar’s website at ir.hioscar.com. A replay of the webcast will be available for on-demand listening shortly after the completion of the call, at the same web link, and will remain available for approximately 90 days.

Non-GAAP Financial Information
This release presents Adjusted EBITDA, a non-GAAP financial metric, which is provided as a complement to the results provided in accordance with accounting principles generally accepted in the United States of America (“GAAP”). A reconciliation of historical non-GAAP financial information to the most directly comparable GAAP financial measure is provided in the accompanying tables found at the end of this release. For more information regarding Adjusted EBITDA, please see “Key Operating and Non-GAAP Financial Metrics” below.

Cautionary Note Regarding Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact contained herein are forward-looking statements. These statements include, but are not limited to, statements about our financial outlook and estimates, including Total revenue, Medical loss ratio, SG&A expense ratio, Earnings (loss) from operations, and other financial performance metrics, and the related underlying assumptions, our business and financial prospects, including management’s plans and objectives for future operations, expectations and business strategy, such as our 2026 margins and profitability, and industry and market dynamics and expected trends. In some cases, you can identify forward-looking statements by terms such as “may,” “will,” “should,” “expects,” “plans,” “anticipates,” “could,” “intends,” “targets,” “projects,” “contemplates,” “believes,” “estimates,” “forecasts,” “predicts,” “potential,” or “continues” or the negative of these terms or other similar expressions. Accordingly, we caution you that any such forward-looking statements are not guarantees of future performance and are subject to risks, assumptions, and uncertainties that are difficult to predict and generally beyond our control.

Although we believe that the expectations reflected in these forward-looking statements are reasonable as of the date made, there are or will be important factors that could cause our actual results to differ materially from those indicated in these forward-looking statements, including, but not limited to, the following: our ability to execute our strategy and manage our growth effectively (including our ability to successfully integrate strategic acquisitions); our ability to retain and expand our member base; our ability to accurately estimate our incurred medical expenses or to effectively manage our medical costs or related administrative costs; our ability to maintain profitability in the future; unanticipated results of, or changes to, risk adjustment programs or our estimates thereof; our ability to arrange for the delivery of quality care and maintain good relations with brokers and the physicians, hospitals, and other providers within and outside our provider networks; evolving federal or state laws or regulations (including any changes in the interpretation or enforcement of existing laws and regulations), including changes with respect to the Patient Protection and Affordable Care Act (“ACA”) and any regulations enacted thereunder, the potential renewal or non-renewal of the enhanced Advanced Premium Tax Credits (“APTCs”), the implementation of new program integrity rules or other government actions, such as the imposition of tariffs; our ability to comply with ongoing regulatory requirements, including capital reserve and surplus requirements and applicable performance standards; changes or developments in the health insurance markets in the United States; our, or any of our vendors’, ability to comply with laws, regulations, and standards related to the handling of information about individuals or applicable consumer protection laws, including as a result of our participation in government-sponsored programs; heightened competition in the markets in which we participate; our ability to utilize quota share reinsurance to meet our capital and surplus requirements and protect against downside risk on medical claims; unfavorable or otherwise costly outcomes of lawsuits, audits, investigations, and other third party claims; incurrence of data security breaches of our and our partners’ information and technology systems; our ability to attract and retain qualified personnel; our ability to detect and prevent material weaknesses or significant control deficiencies in our internal controls over financial reporting or other failure to maintain an effective system of internal controls; adverse publicity or other adverse consequences related to our dual class structure or “controlled company” status; and the other factors set forth under the caption “Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2024, filed with the Securities and Exchange Commission (“SEC”), as well as our other filings with the SEC, including our Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2025 and June 30, 2025 filed with the SEC and our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2025 to be filed with the SEC.

You are cautioned not to place undue reliance on any forward-looking statements made in this press release. Any forward-looking statement speaks only as of the date as of which it is made, and, except as otherwise required by law, we do not undertake any obligation to publicly update or review any forward-looking statement, whether as a result of new information, future developments or otherwise. New factors emerge from time to time, and it is not possible for us to predict which will arise.

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Oscar Health, Inc.
News Release

About Oscar Health
Oscar Health, Inc. (“Oscar”) is a leading healthcare technology company built around a full stack technology platform and a relentless focus on serving our members. We have been challenging the status quo in the healthcare system since our founding in 2012, and are dedicated to making a healthier life accessible and affordable for all. Oscar offers Individual & Family plans and health technology solutions that power the healthcare industry through +Oscar. Our technology drives superior experiences, deep engagement, and high-value clinical care, earning us the trust of approximately 2.1 million members, as of September 30, 2025.

Investor Contact:
Chris Potochar
VP of Investor Relations
ir@hioscar.com

Media Contact:
Kristen Prestano
VP of Communications
press@hioscar.com

Source: Oscar Health, Inc.

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Oscar Health, Inc.
News Release

Oscar Health, Inc.
Condensed Consolidated Statements of Operations
(unaudited)
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except per share amounts)2025202420252024
Revenue
Premium$2,923,968 $2,368,257 $8,723,233 $6,626,055 
Investment income53,215 50,326 153,331 143,309 
Other revenues8,801 4,899 19,628 15,764 
Total revenue2,985,984 2,423,482 8,896,192 6,785,128 
Operating Expenses
Medical2,586,330 2,003,979 7,398,954 5,267,475 
Selling, general, and administrative521,592 460,377 1,538,836 1,289,745 
Depreciation and amortization7,312 7,500 21,012 22,912 
Total operating expenses3,115,234 2,471,856 8,958,802 6,580,132 
Earnings (loss) from operations(129,250)(48,374)(62,610)204,996 
Interest expense6,857 5,815 18,698 17,708 
Other expenses (income)3,184 (1,877)3,308 173 
Earnings (loss) before income taxes(139,291)(52,312)(84,616)187,115 
Income tax expense (benefit)(1,807)2,076 5,853 7,709 
Net income (loss)(137,484)(54,388)(90,469)179,406 
Less: Net income (loss) attributable to noncontrolling interests(34)208 71 427 
Net income (loss) attributable to Oscar Health, Inc.$(137,450)$(54,596)$(90,540)$178,979 
Earnings (Loss) per Share
Basic$(0.53)$(0.22)$(0.35)$0.75 
Diluted$(0.53)$(0.22)$(0.35)$0.65 
Weighted Average Common Shares Outstanding
Basic259,273 243,106 255,419 237,759 
Diluted259,273 243,106 255,419 301,459 
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Oscar Health, Inc.
News Release

Oscar Health, Inc.
Condensed Consolidated Balance Sheets
(unaudited)
(in thousands, except per share amounts) September 30, 2025December 31, 2024
Assets
Current Assets:
Cash and cash equivalents$2,148,865 $1,527,186 
Short-term investments 887,591 624,461 
Premiums and accounts receivable (net of allowance for credit losses of $7,280 and $31,300)
445,499 315,891 
Risk adjustment transfer receivable92,581 64,779 
Reinsurance recoverable159,391 291,537 
Other current assets28,588 21,320 
Total current assets3,762,515 2,845,174 
Property, equipment, and capitalized software, net83,421 66,793 
Long-term investments1,751,376 1,815,254 
Restricted deposits27,918 30,878 
Other assets120,647 82,397 
Total assets$5,745,877 $4,840,496 
Liabilities and Stockholders' Equity
Current Liabilities:
Benefits payable$1,564,395 $1,356,730 
Risk adjustment transfer payable1,771,305 1,558,341 
Unearned premiums77,117 74,389 
Accounts payable and other liabilities556,729 432,428 
Reinsurance payable7,276 41,346 
Total current liabilities3,976,822 3,463,234 
Long-term debt686,294 299,555 
Other liabilities55,765 61,282 
Total liabilities4,718,881 3,824,071 
Commitments and contingencies (Note 12)
Stockholders' Equity
Class A common stock ($0.00001 par value; 825,000 thousand shares authorized, 225,776 thousand and 214,974 thousand shares outstanding as of September 30, 2025 and December 31, 2024, respectively)
Class B common stock ($0.00001 par value; 82,500 thousand shares authorized, 35,674 thousand shares outstanding as of September 30, 2025 and 35,514 thousand shares outstanding as of December 31, 2024)— — 
Treasury stock (315 thousand shares as of September 30, 2025 and December 31, 2024)(2,923)(2,923)
Additional paid-in capital3,952,445 3,869,617 
Accumulated deficit(2,941,823)(2,851,283)
Accumulated other comprehensive income (loss)16,386 (1,827)
Total Oscar Health, Inc. stockholders' equity1,024,087 1,013,586 
Noncontrolling interests2,909 2,839 
Total stockholders' equity1,026,996 1,016,425 
Total liabilities and stockholders' equity$5,745,877 $4,840,496 

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Oscar Health, Inc.
News Release

Oscar Health, Inc.
Condensed Consolidated Statements of Cash Flows
(unaudited)
Nine Months Ended September 30,
(in thousands)20252024
Cash Flows from Operating Activities:
Net income (loss)$(90,469)$179,406 
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities:
Deferred taxes(175)(68)
Net realized gain on sale of financial instruments(1,302)
Depreciation and amortization expense21,012 22,912 
Amortization of debt issuance costs774 583 
Stock-based compensation expense69,569 83,969 
Net accretion of investments(23,066)(18,956)
Change in provision for credit losses(24,020)(1,500)
Changes in assets and liabilities:
(Increase) / decrease in:
Premiums and accounts receivable(104,840)(97,867)
Risk adjustment transfer receivable(27,802)(11,587)
Reinsurance recoverable132,146 (32,123)
Other assets(29,759)(15,127)
Increase / (decrease) in:
Benefits payable207,665 390,740 
Unearned premiums2,727 211 
Premium deficiency reserve— (4,332)
Accounts payable and other liabilities111,598 118,079 
Reinsurance payable(34,071)(9,907)
Risk adjustment transfer payable212,964 26,938 
Net cash provided by operating activities422,951 631,373 
Cash Flows from Investing Activities:
Purchase of investments(780,673)(2,023,049)
Sale of investments134,231 21,188 
Maturity and paydowns of investments478,173 663,011 
Purchase of property, equipment and capitalized software(27,310)(21,078)
Change in restricted deposits3,225 3,942 
Net cash used in investing activities(192,354)(1,355,986)
Cash Flows from Financing Activities:
Proceeds from long-term debt410,000 — 
Payments of debt issuance costs(22,677)— 
Purchase of capped calls related to convertible senior subordinated notes(34,440)— 
Tax payments related to net settlement of share-based awards(4,035)— 
Proceeds from exercise of stock options
42,192 64,571 
Net cash provided by financing activities391,040 64,571 
Increase (decrease) in cash, cash equivalents and restricted cash equivalents621,637 (660,042)
Cash, cash equivalents, restricted cash and cash equivalents—beginning of period1,551,118 1,891,971 
Cash, cash equivalents, restricted cash and cash equivalents—end of period2,172,755 1,231,929 
Cash and cash equivalents2,148,865 1,206,145 
Restricted cash and cash equivalents included in restricted deposits23,890 25,784 
Total cash, cash equivalents and restricted cash and cash equivalents$2,172,755 $1,231,929 
Supplemental Disclosures:
Interest payments$11,515 $22,480 
Income tax payments$17,497 $636 

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Oscar Health, Inc.
News Release
Key Operating and Non-GAAP Financial Metrics
We regularly review the following key operating and Non-GAAP financial metrics, to evaluate our business, measure our performance, identify trends in our business, prepare financial projections, and make strategic decisions. We believe these operational and financial measures are useful in evaluating our performance, in addition to our financial results prepared in accordance with GAAP.

Total Revenue
Total revenue includes Premium revenue (net of risk adjustment transfers), Investment income, and Other revenues. We believe Total revenue is an important metric to assess the growth of our business, as well as the earnings potential of our investment portfolio.

Medical Loss Ratio
Medical loss ratio is a metric used to calculate medical expenses as a percentage of net premiums before ceded quota share reinsurance. Medical expense primarily consists of both paid and unpaid medical expenses incurred to provide medical services and products to our members. Medical claims include fee-for-service claims, pharmacy benefits, capitation payments to providers, provider disputed claims and various other medical-related costs. The impact of the federal risk adjustment program is included in the denominator of our MLR. We believe MLR is an important metric to demonstrate the ratio of our costs to pay for healthcare of our members to the net premium before ceded quota share reinsurance. MLR in our existing products are subject to various federal and state minimum requirements.

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands, except percentages)2025202420252024
Medical$2,586,330 $2,003,979 $7,398,954 $5,267,475 
Less: Ceded quota share reinsurance claims (1)
— 2,036 — (2,879)
Net claims before ceded quota share reinsurance (A)
$2,586,330 $2,001,943 $7,398,954 $5,270,354 
Premiums$2,923,968 $2,368,257 $8,723,233 $6,626,055 
Less: Ceded quota share reinsurance premiums (1)
— 2,971 — (1,865)
Net premiums before ceded quota share reinsurance (B)
$2,923,968 $2,365,286 $8,723,233 $6,627,920 
Medical Loss Ratio (A divided by B)
88.5 %84.6 %84.8 %79.5 %
(1)Represents prior period development for claims and premiums, respectively, ceded to reinsurers pursuant to quota share treaties accounted for under reinsurance accounting, which are in runoff

SG&A Expense Ratio
The SG&A expense ratio reflects the Company’s selling, general, and administrative ("SG&A") expenses, as a percentage of Total revenue (net of risk adjustment transfers). Selling, general and administrative expenses primarily include distribution and servicing costs, premium taxes, exchange fees, and other taxes and fees, employee-related expenses, costs of software and hardware, stock-based compensation, the impact of quota share reinsurance, and other administrative costs. We believe the SG&A expense ratio is a valuable metric to evaluate our ability to manage our overall selling, general, and administrative cost base.

Earnings (Loss) from Operations
Earnings (loss) from operations is the Company's Total revenue less Total operating expenses. We believe Earnings (loss) from operations is an important primary metric for assessing operating performance.

Net Income (Loss) Attributable to Oscar Health, Inc.
Net income (loss) attributable to Oscar Health, Inc. is Net earnings (loss) allocated to the Company after net income (loss) attributable to noncontrolling interests. It is a key indicator of the Company’s profitability and operational efficiency, allowing management to evaluate performance and make informed decisions on strategic planning, cost management, and resource allocation.


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Oscar Health, Inc.
News Release

Adjusted EBITDA
Adjusted EBITDA is defined as Net income (loss) for the Company and its consolidated subsidiaries before interest expense, income tax expense (benefit), and depreciation and amortization, as further adjusted for stock-based compensation and other items that are considered unusual or not representative of underlying trends of our business, where applicable for the period presented. We present Adjusted EBITDA because we believe it is frequently used by securities analysts, investors, and other interested parties in the evaluation of companies in our industry. Adjusted EBITDA is a non-GAAP measure. Management believes that investors’ understanding of our performance is enhanced by including this non-GAAP financial measure as a reasonable basis for comparing our ongoing results of operations. We caution investors that amounts presented in accordance with our definition of Adjusted EBITDA may not be comparable to similar measures disclosed by our competitors, because not all companies and analysts calculate Adjusted EBITDA in the same manner.

By providing this non-GAAP financial measure, together with a reconciliation to the most comparable U.S. GAAP measure, Net income (loss), we believe we are enhancing investors’ understanding of our business and our results of operations, as well as assisting investors in evaluating how well we are executing our strategic initiatives. Adjusted EBITDA has limitations as an analytical tool, and should not be considered in isolation, or as an alternative to, or a substitute for, Net income (loss) or other financial statement data presented in our Condensed Consolidated Financial Statements as indicators of financial performance.

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2025202420252024
Net income (loss)$(137,484)$(54,388)$(90,469)$179,406 
Interest expense6,857 5,815 18,698 17,708 
Other expenses (income)3,184 (1,877)3,308 173 
Income tax expense (benefit)(1,807)2,076 5,853 7,709 
Earnings (loss) from operations(129,250)(48,374)(62,610)204,996 
Depreciation and amortization7,312 7,500 21,012 22,912 
Stock-based compensation(1)
20,485 29,311 69,569 83,969 
Adjusted EBITDA$(101,453)$(11,563)$27,971 $311,877 
(1)Represents non-cash expenses related to equity-based compensation programs, which vary from period to period depending on various factors including the timing, number, and the valuation of awards. Additionally, these expenses are reported net of any stock-based compensation that has been capitalized for software development costs.



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Oscar Health, Inc.
News Release



Appendix


Oscar Health, Inc.
News Release

Reinsurance Impact
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2025202420252024
Quota share ceded premiums$— $1,300 $— $(3,120)
Quota share ceded claims— (2,036)— 2,879 
Deposit Accounting impact, net of ceding commission(12,373)(13,747)(35,211)(39,273)
Experience refund— 1,671 — 1,255 
Net quota share impact$(12,373)$(12,812)$(35,211)$(38,259)

The Company records Premium revenue net of reinsurance. The following table reconciles total reinsurance premiums ceded and reinsurance premiums assumed, which are included as components of total Premium revenue in the Condensed Consolidated Statements of Operations:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2025202420252024
Direct policy premiums$3,646,308 $2,687,883 $10,478,743 $7,542,098 
Assumed premiums8,246 55,062 46,302 173,134 
Risk adjustment transfers(727,538)(374,828)(1,793,532)(1,077,121)
Reinsurance premiums ceded(3,048)140 (8,280)(12,056)
Premium$2,923,968 $2,368,257 $8,723,233 $6,626,055 

The Company records Medical expenses net of reinsurance recoveries. The following table reconciles total Medical expenses to the amount presented in the Condensed Consolidated Statements of Operations:

Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2025202420252024
Direct claims incurred$2,626,830 $1,986,189 $7,457,231 $5,189,901 
Ceded reinsurance claims(47,750)(41,171)(100,965)(90,823)
Assumed reinsurance claims7,250 58,961 42,688 168,397 
Medical expenses$2,586,330 $2,003,979 $7,398,954 $5,267,475 

The Company records Selling, general and administrative ("SG&A") expenses net of reinsurance ceding commissions and assumed SG&A expenses. The following table reconciles total Selling, general and administrative expenses to the amount presented in the Condensed Consolidated Statements of Operations:
Three Months Ended September 30,Nine Months Ended September 30,
(in thousands)2025202420252024
Selling, general, and administrative expenses, gross$521,592 $459,522 $1,538,836 $1,289,362 
Reinsurance ceding commissions— 855 — 383 
Selling, general, and administrative expenses$521,592 $460,377 $1,538,836 $1,289,745 

The Company classifies Reinsurance recoverable within current assets on its Condensed Consolidated Balance Sheets. The composition of the Reinsurance recoverable balance is as follows:

(in thousands)September 30, 2025December 31, 2024
Reinsurance premium and claim recoverables$157,654 $288,878 
Reinsurance ceding commissions7,002 6,996 
Experience refunds on reinsurance agreements(5,265)(4,338)
Reinsurance recoverable$159,391 $291,537