OSCR Oscar Health Inc

As filed with the United States Securities and Exchange Commission on February 15, 2024

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

OSCAR HEALTH, INC.

(Exact Name of Registrant as Specified in its Charter)

75 Varick Street, 5^th Floor

New York, New York 10013

(646) 403-3677

(Address, including zip code, of principal executive offices)

OSCAR HEALTH, INC. 2021 INCENTIVE AWARD PLAN

(Full title of the plan)

Ranmali Bopitiya, Esq.

Chief Legal Officer

Oscar Health, Inc.

75 Varick Street, 5^th Floor

New York, New York 10013

(646) 403-3677

(Name, address and telephone number, including area code, of agent for service)

Copies to:

Keith L. Halverstam, Esq.

Peter N. Handrinos, Esq.

Latham & Watkins LLP

1271 Avenue of the Americas

New York, New York 10020

(212) 906-1200

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

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 7(a)(2)(B) of the Securities Act. ☐

Explanatory Note

This Registration Statement on Form S-8 is being filed by Oscar Health, Inc. (the “Company”) for the purpose of registering (i) an additional 5,144,299 shares of Class A common stock, par value $0.00001 per share (“Class A Common Stock”), that were automatically added on January 1, 2024 to the number of shares authorized for issuance under the Company’s 2021 Incentive Award Plan (the “2021 Plan”) pursuant to an “evergreen” provision, which allows for an annual increase in the number of shares of the Company’s common stock authorized for issuance thereunder; (ii) an additional 1,758,208 shares of Class A Common Stock that were issuable upon the exercise of stock option awards granted under the Company’s Amended and Restated 2012 Stock Incentive Plan that were canceled, forfeited or withheld to cover the exercise prices or taxes with respect to such options, and which became available for issuance under the 2021 Plan pursuant to the terms of the 2021 Plan; (iii) an additional 3,952,507 shares of Class A Common Stock that would have been issuable upon the vesting of restricted stock unit awards granted under the 2021 Plan, but that were canceled or forfeited prior to vesting, and as such again became available for issuance under the 2021 Plan pursuant to its terms; and (iv) an additional 2,000,000 shares of Class A Common Stock that may become issuable in the future under the 2021 Plan. The additional shares registered pursuant to the 2021 Plan are of the same class as other securities relating to the 2021 Plan for which Registration Statements on Form S-8 (Nos. 333-253817, 333-263057, 333-266835, 333-269979 and 333-270890) are effective.

Pursuant to General Instruction E of Form S-8, the contents of the above-referenced prior registration statements are incorporated by reference herein to the extent not modified or superseded hereby or by any subsequently filed document, which is incorporated by reference herein or therein.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8. Exhibits.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of New York, State of New York, on February 15, 2024.

SIGNATURES AND POWER OF ATTORNEY

We, the undersigned officers and directors of Oscar Health, Inc., hereby severally constitute and appoint Mark T. Bertolini, R. Scott Blackley and Ranmali Bopitiya, and each of them singly (with full power to each of them to act alone), our true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution in each of them for him and in his name, place and stead, and in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other Registration Statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act of 1933, as amended), and to file the same, with all exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as full to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.

Exhibit 5.1

		1271 Avenue of the Americas
		New York, New York 10020-1401
		Tel: +1.212.906.1200 Fax: +1.212.751.4864
		www.lw.com
		FIRM / AFFILIATE OFFICES
		Austin		Milan
		Beijing		Munich
		Boston		New York
		Brussels		Orange County
		Century City		Paris
		Chicago		Riyadh
February 15, 2024		Dubai		San Diego
		Düsseldorf		San Francisco
		Frankfurt		Seoul
		Hamburg		Silicon Valley
		Hong Kong		Singapore
		Houston		Tel Aviv
		London		Tokyo
		Los Angeles		Washington, D.C.
		Madrid

Oscar Health, Inc.

75 Varick Street, 5th Floor

New York, New York 10013

To the addressees set forth above:

We have acted as special counsel to Oscar Health, Inc., a Delaware corporation (the “Company”), in connection with the registration by the Company of an aggregate of 12,855,014 shares (the “Shares”) of Class A common stock, par value $0.00001 per share (the “Class A Common Stock”), of the Company issuable under the Company’s 2021 Incentive Award Plan (the “2021 Plan”). The Shares are included in a registration statement on Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), filed with the Securities and Exchange Commission (the “Commission”) on February 15, 2024 (the “Registration Statement”). This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the prospectus forming a part thereof, other than as expressly stated herein with respect to the issuance of the Shares.

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon the foregoing and upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein only as to the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof, when the Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the recipients thereof, and have been issued by the Company for legal consideration in excess of par value in the circumstances contemplated by the 2021 Plan, assuming in each case that the individual grants or awards under the 2021 Plan are duly authorized by all necessary corporate action and duly granted or awarded

February 15, 2024

Page 2

and exercised in accordance with the requirements of law and the 2021 Plan (and the agreements and awards duly adopted thereunder and in accordance therewith), the issue and sale of the Shares will have been duly authorized by all necessary corporate action of the Company, and the Shares will be validly issued, fully paid and nonassessable. In rendering the foregoing opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the DGCL.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Securities Act. We consent to your filing this opinion as an exhibit to the Registration Statement. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Oscar Health, Inc. of our report dated February 15, 2024 relating to the financial statements, financial statement schedule, and the effectiveness of internal control over financial reporting, which appears in Oscar Health Inc.’s Annual Report on Form 10-K for the year ended December 31, 2023.

/s/ PricewaterhouseCoopers LLP

Philadelphia, PA

February 15, 2024

Exhibit 107.1

Calculation of Filing Fee Tables

Form S-8

(Form Type)

Oscar Health, Inc.

(Exact Name of Registrant as Specified in its Charter)

Table 1—Newly Registered Securities