UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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)). |
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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.
2023 Outlook Affirmation
Oscar Health, Inc. (the “Company”) will participate in the 42nd Annual J.P. Morgan Healthcare Conference (the “JPM Conference”) on January 10, 2024. At the JPM Conference, the Company will reaffirm the updated full year 2023 guidance that it provided in its financial results press release for the third quarter of 2023 dated November 7, 2023. The Company will also reaffirm its target of Total Company Adjusted EBITDA profitability in 2024 and provide an interim update on membership from the 2024 open enrollment period. The Company expects to present at the JPM Conference at approximately 9:00 AM PT (12:00 PM ET), and the presentation will be available through a virtual webcast. Materials related to the presentation will be posted on the investor relations page of the Company’s website (ir.hioscar.com) following the webcast, along with instructions for accessing the webcast (as previously provided through a news wire release on December 20, 2023).
This information shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in any such filing.
Cautionary Note Regarding Forward-Looking Statements
This Current Report on Form 8-K 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 expected financial performance and upcoming events and presentations. 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 management believes 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 factors set forth under the caption “Risk Factors” in our Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2023, filed with the Securities and Exchange Commission (“SEC”), and our other filings with the SEC. You are cautioned not to place undue reliance on any forward-looking statements made herein. 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.
Financial Disclosure Advisory
The preliminary 2023 financial results that the Company intends to discuss at the JPM Conference are estimates and represent the most current information available to the Company’s management, as financial closing procedures for the fourth quarter and fiscal year ended December 31, 2023 are not yet complete. The Company expects that its actual results to be reported in its Annual Report on Form 10-K for the year ended December 31, 2023 will not differ materially from the preliminary results, however, these results are subject to change following the completion of year-end accounting procedures and adjustments, including the execution of the Company’s internal control over financial reporting, the completion of the preparation and audit of the Company’s financial statements and the subsequent occurrence or identification of events prior to the formal issuance of the audited financial statements for fiscal year 2023.
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/ Ranmali Bopitiya |
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| Name: | Ranmali Bopitiya | |||||||||
| Title: | Chief Legal Officer | |||||||||
Date: January 10, 2024
Document and Entity Information |
Jan. 10, 2024 |
|---|---|
| Cover [Abstract] | |
| Amendment Flag | false |
| Entity Central Index Key | 0001568651 |
| Document Type | 8-K |
| Document Period End Date | Jan. 10, 2024 |
| Entity Registrant Name | Oscar Health, Inc. |
| Entity Incorporation State Country Code | DE |
| Entity File Number | 001-40154 |
| Entity Tax Identification Number | 46-1315570 |
| Entity Address, Address Line One | 75 Varick Street |
| Entity Address, Address Line Two | 5th Floor |
| Entity Address, City or Town | New York |
| Entity Address, State or Province | NY |
| Entity Address, Postal Zip Code | 10013 |
| City Area Code | (646) |
| Local Phone Number | 403-3677 |
| Written Communications | false |
| Soliciting Material | false |
| Pre Commencement Tender Offer | false |
| Pre Commencement Issuer Tender Offer | false |
| Security 12b Title | Class A Common Stock, $0.00001 par value per share |
| Trading Symbol | OSCR |
| Security Exchange Name | NYSE |
| Entity Emerging Growth Company | false |