Oscar Health Announces Thrive Capital’s Distribution of Common Stock to Limited Partners
Oscar Health, announced that certain funds affiliated with or advised by Thrive Capital Management, LLC (“Thrive Capital”), the company’s majority stockholder, distributed approximately 6.3 million shares of Oscar Health Class A common stock to their limited partners on September 18, 2026.
The distribution represents a return of capital to limited partners of three investment vehicles: Thrive Capital Partners II, L.P., Thrive Capital Partners III, L.P., and Claremount TW, L.P. According to Oscar Health, the limited partners have maintained their investment exposure for more than 14 years. The transaction is structured as an in-kind distribution, meaning the shares were distributed directly rather than being sold in the public market and the proceeds subsequently distributed as cash.
Oscar Health emphasized that the transaction does not represent a sale of the company’s shares by Thrive Capital or by Joshua Kushner, the founder and CEO of Thrive Capital and Co-Founder and Vice Chair of Oscar Health. The company also said that Kushner does not currently plan to sell any Oscar Health shares that he personally owns.
The distribution therefore represents a change in the ownership of the shares among Thrive Capital’s investment structure rather than a disposition of the shares by Thrive Capital itself. The company said the transaction is intended to return a portion of the investment to limited partners following an extended holding period.
Thrive Capital Maintains Long-Term Commitment to Oscar Health
Joshua Kushner said that Thrive Capital remains committed to supporting the company and its long-term growth prospects.
“Thrive commits deeply to a small number of founders and stands with them for the long-term,” Kushner said. “Thrive has been Oscar Health’s founding partner for more than 14 years, and we have strong conviction in the Company’s long-term opportunity to build the consumer healthcare marketplace of the future. Oscar Health is just getting started.”
Kushner’s comments underscore the long-term relationship between Thrive Capital and Oscar Health, which dates back more than 14 years. Thrive Capital has remained a significant investor in the company throughout its development as a technology-focused health insurance and healthcare company.
The distribution comes as Oscar Health continues to execute on its broader strategy and develop its position within the U.S. healthcare market. The company has focused on combining health insurance products with technology-enabled consumer experiences, with the goal of making healthcare easier for consumers to navigate.
Kushner said the timing of the distribution reflects Thrive Capital’s view that Oscar Health has reached a point at which returning a portion of its investment to limited partners is appropriate, while maintaining a substantial ownership position in the company.
“With Oscar Health’s strong execution, we believe this is an appropriate time to return a small portion of Thrive’s investment through an in-kind distribution,” Kushner said. “I remain fully committed to Oscar Health for the long-term.”
No Planned Share Sales by Joshua Kushner
Oscar Health also disclosed that Joshua Kushner informed the company that he has no plans to sell any Oscar common stock that he holds personally.
Kushner will continue to serve as Oscar Health’s Vice Chairman and controlling shareholder. The company said there will be no change to his role or his personal commitment to Oscar Health as a result of the distribution.
The disclosure is significant because the distribution involves a substantial number of Oscar Health Class A shares. By clarifying that Kushner does not intend to sell his personally held shares, the company distinguished the in-kind distribution from an open-market transaction in which a major shareholder sells shares to investors.
An in-kind distribution allows an investment fund to transfer securities directly to its investors. In this case, limited partners of the relevant Thrive Capital funds received Oscar Health Class A shares rather than receiving cash generated from a sale of those shares.
The structure also means that the distributed shares may ultimately be held by a broader group of limited partners who previously had economic exposure to Oscar Health through their investments in the Thrive Capital funds.
Thrive Capital and Kushner Continue to Hold Significant Ownership
Following the distribution, individuals and funds affiliated with or advised by Thrive Capital, including Joshua Kushner, beneficially own approximately 4.7 million Class A shares and approximately 32.9 million shares of Oscar Health Class B common stock.
Collectively, these holdings represent approximately 67% of the combined voting power of Oscar Health’s outstanding common stock, according to the company.
The ownership structure gives the Thrive-affiliated entities and Kushner a significant continuing position in Oscar Health. Although approximately 6.3 million Class A shares were distributed to limited partners, the company said the transaction does not change Kushner’s role as controlling shareholder.
Oscar Health has two classes of common stock, Class A and Class B, with different voting characteristics. As a result, the number of shares held and the percentage of voting power represented by those shares are separate measures of ownership and control.
The approximately 67% combined voting power attributed to individuals and funds affiliated with or advised by Thrive Capital reflects the continued influence of the shareholder group following the distribution.
A Long-Term Investment Relationship
The distribution also highlights the length of Thrive Capital’s investment relationship with Oscar Health. The company said the relevant limited partners have maintained their investment exposure for more than 14 years.
Thrive Capital was a founding investor in Oscar Health and has remained closely associated with the company through its development. The firm’s continued ownership, along with Kushner’s ongoing position as Vice Chairman and controlling shareholder, demonstrates that the distribution does not represent an exit from Oscar Health by Thrive Capital.
Instead, the transaction provides a mechanism for certain limited partners to receive part of the value of their investment directly in the form of publicly traded Oscar Health shares.
For the limited partners receiving the shares, the distribution changes how their investment exposure is held. Rather than maintaining exposure indirectly through a Thrive Capital fund, recipients now hold the distributed Class A shares directly.
The transaction can therefore be viewed as an adjustment to the investment structure following a lengthy holding period rather than a conventional secondary-market sale.
Oscar Health’s Continued Growth Strategy
The announcement comes as Oscar Health continues to pursue its long-term growth strategy in the healthcare market. The company has positioned itself around technology-enabled health insurance and consumer-focused healthcare services.
Oscar Health’s business model has emphasized digital tools and technology designed to help members manage insurance coverage and navigate healthcare services. Its strategy has also involved expanding its presence in the individual and family health insurance markets.
Kushner’s statement that “Oscar Health is just getting started” reflects his continued confidence in the company’s future direction. At the same time, his statement that he remains committed to Oscar Health indicates that the distribution does not alter his long-term relationship with the company.
The company’s disclosure provides investors with additional clarity regarding the ownership transaction and the continuing involvement of Thrive Capital and Kushner.
What the Distribution Means for Investors
The distribution of approximately 6.3 million Class A shares is notable because it involves a substantial shareholder and a large number of shares, but Oscar Health has specifically characterized the transaction as an in-kind distribution rather than a sale.
This distinction is important for understanding the nature of the transaction. In a conventional stock sale, a shareholder disposes of shares in exchange for cash, potentially increasing the number of shares available for trading and changing the shareholder’s ownership position. In an in-kind distribution, shares are transferred directly to investors without requiring the investment vehicle to sell them first.
The company has also made clear that Joshua Kushner does not intend to sell his personally held Oscar Health shares at this time.
Following the transaction, Thrive-affiliated entities and Kushner continue to hold a substantial number of Oscar Health shares and retain approximately 67% of the combined voting power, according to the company.
Continued Commitment to Oscar Health
For Oscar Health, the announcement reinforces the company’s relationship with one of its earliest and most significant investors. Thrive Capital’s decision to distribute a portion of its investment to limited partners comes after more than 14 years of holding the investment, while the firm and Kushner continue to maintain significant ownership.
Kushner’s continued role as Vice Chairman and controlling shareholder also means that the distribution does not result in a change in leadership or control of the company.
The transaction provides limited partners with direct ownership of approximately 6.3 million Class A shares while allowing Thrive-affiliated entities and Kushner to retain a substantial ownership position in Oscar Health.
The company said the distribution reflects Thrive Capital’s decision to return a portion of its investment after a long holding period while maintaining its long-term commitment to Oscar Health.
With Thrive Capital and Kushner continuing to hold significant voting power, Oscar Health enters the next stage of its development with its founding investor relationship intact. The company’s management and major shareholder group remain focused on the long-term opportunity to expand Oscar Health’s role in the consumer healthcare marketplace.
The September 18, 2026 distribution therefore represents a meaningful change in how a portion of Thrive Capital’s investment is held, but according to Oscar Health, it does not represent an exit by Thrive Capital or a change in Joshua Kushner’s personal commitment to the company.
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