Clover Health Reports Fourth Quarter & Full Year 2025 Results; Provides Full Year 2026 Guidance
Rhea-AI Summary
Clover Health (Nasdaq: CLOV) reported full year 2025 results and provided 2026 guidance. Key 2025 results: $1.924B total revenues (+40% YoY), Medicare Advantage membership 113,803 (+38% YoY), GAAP net loss $85.5M, and Adjusted EBITDA $21.7M. For 2026 the company guides 154,000–158,000 average MA members, total revenues of $2.81B–$2.92B, Consolidated Gross profit $470M–$510M, Adjusted EBITDA $50M–$70M, and GAAP Net Income $0M–$20M.
Management cited improving cohort economics, Clover Assistant-driven care, and membership scaling as drivers toward first full-year GAAP profitability in 2026.
Positive
- Membership +38% year-over-year (full year 2025)
- Revenue $1.924B, +40% year-over-year (full year 2025)
- Adjusted EBITDA $21.7M in 2025; guidance $50M–$70M for 2026
- 2026 membership guidance 154k–158k (≈46% growth at midpoint)
- Company targets GAAP Net Income $0M–$20M for full year 2026
Negative
- GAAP net loss $85.5M for full year 2025
- Consolidated Gross profit declined 2.4% year-over-year (2025)
- Insurance BER 90.9% in 2025, up 970 basis points from 2024
- Cash and investments $319.9M, down 26.9% year-over-year
Key Figures
Market Reality Check
Peers on Argus
CLOV is up 3.98% while momentum-flagged peers PGNY and MOH are both down (-5.62% and -0.62%), indicating a stock-specific reaction despite multiple healthcare plan peers reporting results.
Previous Earnings Reports
| Date | Event | Sentiment | Move | Catalyst |
|---|---|---|---|---|
| Nov 04 | Q3 2025 earnings | Positive | -15.8% | Reported strong Q3 growth and raised full-year 2025 guidance. |
| Aug 05 | Q2 2025 earnings | Positive | -20.7% | Delivered strong Q2 growth, positive Adjusted EBITDA and updated guidance. |
| May 06 | Q1 2025 earnings | Positive | +12.5% | Showed major profitability gains and increased full-year 2025 guidance. |
| Feb 27 | FY 2024 earnings | Positive | -4.1% | Reported 2024 financial improvements and projected strong 2025 growth. |
| Nov 06 | Q3 2024 earnings | Positive | -15.6% | Highlighted stronger Q3 2024 results and raised EBITDA guidance. |
Earnings releases have often been followed by negative price reactions despite generally positive fundamentals, with 4 of the last 5 tagged earnings events selling off.
Over recent quarters, Clover Health has consistently highlighted strong Medicare Advantage membership growth and rising total revenues, while narrowing GAAP net losses and delivering positive Adjusted EBITDA and Adjusted Net income. Guidance has repeatedly been raised, emphasizing improving Insurance BER and SG&A leverage. The latest 2025 results and 2026 guidance extend this trajectory toward full-year GAAP profitability, building directly on earlier upgrades to 2025 membership, revenue, and profitability targets detailed in prior earnings announcements.
Historical Comparison
Past earnings headlines saw an average move of -8.73%. A current gain of 3.98% marks a smaller, opposite-direction reaction versus the usual post-earnings selling.
Earnings updates show a progression from improving 2024 results to 2025 quarterly growth in membership and revenue, narrowing GAAP losses, and consistent positive Adjusted EBITDA. Guidance has steadily moved toward sustained profitability, culminating in 2025 results that confirm Adjusted EBITDA and Adjusted Net income profits and introduce 2026 guidance targeting the first full year of GAAP Net Income profitability.
Market Pulse Summary
This announcement highlights Clover Health’s 2025 transition to Adjusted EBITDA and Adjusted Net Income profitability on $1.9 billion of revenue, alongside strong Medicare Advantage membership growth to 113,803. Guidance for 2026 points to $2.81–$2.92 billion in revenue and up to $20 million in GAAP Net Income. Investors may watch future earnings for progress on gross profit, medical cost trends, and execution against these profitability targets.
Key Terms
adjusted ebitda financial
gaap net income financial
adjusted net income financial
non-gaap financial
AI-generated analysis. Not financial advice.
Business Highlights:
- Generated full year 2025 Adjusted EBITDA profitability while growing membership by
38% and Insurance revenue by41% year-over-year - Achieved industry-leading 2026 AEP growth of
53% year-over-year with strong returning member retention - Expect improving cohort economics powered by Clover Assistant to drive our first-ever full year of GAAP Net Income profitability in 2026
Financial Results:
- Full year 2025 Medicare Advantage membership of 113,803, up
38% year-over-year - Full year 2025 Total revenues of
$1.9 billion , up40% year-over-year - Full year 2025 GAAP Net loss of
$86 million , Adjusted EBITDA of$22 million , and Adjusted Net Income of$20 million
Full Year 2026 Guidance:
- Average Medicare Advantage membership of 154,000 - 158,000, representing
46% growth year-over-year at the midpoint - Total revenues between
$2.81 billion and$2.92 billion , representing49% growth year-over-year at the midpoint - Consolidated Gross profit between
$470 million and$510 million , representing38% growth year-over-year at the midpoint - Adjusted EBITDA profitability between
$50 million and$70 million - GAAP Net Income between
$0 million and$20 million
WILMINGTON, Del., Feb. 26, 2026 (GLOBE NEWSWIRE) -- Clover Health Investments, Corp. (Nasdaq: CLOV) (“Clover,” “Clover Health” or the “Company”), today reported financial results for the fourth quarter and full year 2025. Management will host a conference call today at 5:00 p.m. ET to discuss its operating results and other business highlights.
“Our results in 2025 validate the scalability of our differentiated model, despite some headwinds during the year," said Clover Health CEO Andrew Toy. “We delivered strong Medicare Advantage performance and meaningful membership growth across a wide-network PPO, while continuing to lead the nation on quality. By replicating this strategy in 2026, with confidence in our pricing and benefit design, we anticipate scaling Clover Assistant-powered care to more seniors and have positioned Clover to achieve our first full year of GAAP Net Income profitability in 2026.”
“During 2025, we demonstrated financial resilience, supported by continued Adjusted EBITDA profitability, a controlled underlying medical cost trend, and Medicare Advantage membership growth significantly above market,” said Clover Health CFO Peter Kuipers. “Looking to 2026, we expect improving cohort economics, strong returning member retention, a more favorable rate environment, and continued operating leverage as we scale, establishing a strong path to continued market-leading membership growth and full-year 2026 GAAP Net Income profitability.”
Key Company highlights are as follows:
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||||||||
| Dollars in Millions | 2025 | 2024 | Change (%) | 2025 | 2024 | Change (%) | ||||||||||||||||
| Consolidated: | ||||||||||||||||||||||
| Total revenues(1) | $ | 487.7 | $ | 337.0 | 44.7 | % | $ | 1,924.3 | $ | 1,371.1 | 40.3 | % | ||||||||||
| Consolidated Gross profit(1) | $ | 74.2 | $ | 93.9 | (21.0 | )% | $ | 355.9 | $ | 364.8 | (2.4 | )% | ||||||||||
| Salaries and benefits plus General and administrative expenses ("SG&A") | $ | 123.1 | $ | 115.0 | 7.0 | % | $ | 439.7 | $ | 408.9 | 7.5 | % | ||||||||||
| Adjusted Salaries and benefits plus General and administrative expenses ("Adjusted SG&A")(2) | $ | 97.5 | $ | 86.1 | 13.2 | % | $ | 334.2 | $ | 294.7 | 13.4 | % | ||||||||||
| Adjusted SG&A as a % of Total revenues | 20.0 | % | 25.5 | % | (550) bps | 17.4 | % | 21.5 | % | (410) bps | ||||||||||||
| Net loss from continuing operations | $ | (49.3 | ) | $ | (21.5 | ) | 129.3 | % | $ | (85.5 | ) | $ | (46.3 | ) | 84.7 | % | ||||||
| Adjusted EBITDA(2) | $ | (23.3 | ) | $ | 7.8 | N/A* | $ | 21.7 | $ | 70.1 | (69.0 | )% | ||||||||||
| Adjusted Net (loss) income from continuing operations(2) | $ | (23.8 | ) | $ | 7.4 | N/A* | $ | 20.0 | $ | 68.2 | (70.7 | )% | ||||||||||
| Total cash, cash equivalents, and investments | $ | 319.9 | $ | 437.6 | (26.9 | )% | $ | 319.9 | $ | 437.6 | (26.9 | )% | ||||||||||
| Insurance Segment: | ||||||||||||||||||||||
| Average Medicare Advantage membership(5) | 112,654 | 82,209 | 37.0 | % | 107,084 | 80,561 | 32.9 | % | ||||||||||||||
| Insurance revenue | $ | 485.9 | $ | 330.7 | 46.9 | % | $ | 1,891.7 | $ | 1,344.9 | 40.7 | % | ||||||||||
| Insurance net medical claims incurred | $ | 427.3 | $ | 243.2 | 75.7 | % | $ | 1,618.2 | $ | 1,010.3 | 60.2 | % | ||||||||||
| Insurance BER(3) | 95.0 | % | 82.8 | % | 1,220 bps | 90.9 | % | 81.2 | % | 970 bps | ||||||||||||
| Prior period development | 2.2 | % | 4.6 | % | (240) bps | 0.6 | % | 3.0 | % | (240) bps | ||||||||||||
| Normalized Insurance BER(3) | 97.2 | % | 87.4 | % | 980 bps | 91.5 | % | 84.2 | % | 730 bps | ||||||||||||
2026 Financial Guidance
For full-year 2026, Clover Health is providing its guidance as follows:
| 2026 Guidance | |
| Total revenues(1) | |
| Consolidated Gross profit(1) | |
| Adjusted EBITDA(4) | |
| GAAP Net income | |
| Average Medicare Advantage membership | 154,000 - 158,000 |
_______________________________________
*Not presented as a % change because the current or prior period amount is zero or the amount for the line item changed from a gain to a loss (or vice versa) and thus yields a result that is not meaningful.
1 Beginning with this release, the Company is providing guidance with respect to Total revenues and Consolidated Gross profit replacing Insurance revenue and Insurance Benefits Expense Ratio guidance. Consolidated Gross profit is calculated by taking net loss from continuing operations before salaries and benefits, general and administrative expenses, depreciation and amortization, premium deficiency reserve expense, restructuring costs, impairment of goodwill and other intangible assets, interest expense, change in fair value of warrants, and loss on investment. The Company believes that Total revenues and Consolidated Gross profit are meaningful indicators of Clover Heath’s consolidated business performance and is much more informative of operational results.
2 Adjusted SG&A (Non-GAAP), Adjusted EBITDA (Non-GAAP), and Adjusted Net (loss) income from continuing operations (Non-GAAP) are Non-GAAP financial measures. Reconciliations of Adjusted SG&A (Non-GAAP) to SG&A, Adjusted EBITDA (Non-GAAP) to Net loss from continuing operations, and Adjusted Net (loss) income from continuing operations (Non-GAAP) to Net loss from continuing operations, respectively, the most directly comparable GAAP measures, are provided in the tables immediately following the consolidated financial statements below. Additional information about the Company's Non-GAAP financial measures can be found under the caption "About Non-GAAP Financial Measures" below and in Appendix A.
3 Insurance Benefits Expense Ratio (“BER”) is a Non-GAAP financial measure. A reconciliation of Insurance BER to Insurance Net medical claims incurred, net, the most directly comparable GAAP measure, is provided in a table immediately following the consolidated financial statements below. Additional information about the Company's Non-GAAP financial measures can be found under the caption "About Non-GAAP Financial Measures" below and in Appendix A. Normalized Insurance BER is a non-GAAP financial measure which adjusts our activity related to prior period developments. Prior period development refers to change in the Company’s Insurance Revenue and Insurance Medical claims levels from a previous period. While this metric may not be directly comparable to similarly titled measures presented by other companies, management believes that Normalized Insurance BER presents a clearer representation of performance during the year.
4 A reconciliation of projected Adjusted EBITDA (Non-GAAP) to Net income (loss), the most directly comparable GAAP measure, is not provided because Stock-based compensation, which is excluded from Adjusted EBITDA (Non-GAAP), cannot be reasonably calculated or predicted at this time without unreasonable efforts. Additional information about the Company's Non-GAAP financial measures can be found under the caption “About Non-GAAP Financial Measures” below and in Appendix A.
5 Average Medicare Advantage membership represents the average membership during the three months included in the fourth quarter of 2025, and twelve months included in the full year 2025.
Lives under Clover Management
| December 31, 2025 | December 31, 2024 | ||||
| Insurance members | 113,803 | 82,664 | |||
Earnings Conference Call Details
Clover Health’s management will host a conference call to discuss its financial results on Thursday, February 26, 2026, at 5:00 PM Eastern Time. A live audio webcast will also be available online and you may register at: https://clover-health-q425-earnings-call.open-exchange.net/ and related presentation materials will be available at Clover Health’s Investor Relations website at investors.cloverhealth.com. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link and at Clover Health’s Investor Relations website at investors.cloverhealth.com, and will remain available for approximately 12 months.
Upcoming Investor Events & Conferences
- 2026 Leerink Global Healthcare Conference at 9:20 a.m. Eastern Time, Tuesday, March 10, 2026
Any live and archived webcasts and presentations associated with the conferences listed above may be accessed on Clover Health’s Investor Relations website at: investors.cloverhealth.com/news-and-events/investor-events-presentations.
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding future events and Clover Health's future results of operations, financial condition, market size and opportunity, business strategy and plans, and the factors affecting our performance and our objectives for future operations. Forward-looking statements are not guarantees of future performance and you are cautioned not to place undue reliance on such statements. In some cases, you can identify forward looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "going to," "can," "could," "should," "would," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "outlook," "forecast," "guidance," "objective," "plan," "seek," "grow," "if," "continue" or the negative of these words or other similar terms or expressions that concern Clover Health's expectations, strategy, priorities, plans or intentions. Forward-looking statements in this press release include, but are not limited to, the following: statements under "Financial Guidance" and “2026 Financial Guidance” and statements regarding expectations relating to potential improvements in revenues, operating expenses, Consolidated Gross profit, Adjusted SG&A, and the number of Clover Health's Insurance members, as well as the statements contained in the quotations of our executive officers, and other expectations as to future performance, operations and results (including our guidance for full year 2026). Statements regarding our GAAP Net Income, Consolidated Gross profit, and Adjusted EBITDA profitability are also forward-looking, and are based on our current targets which are preliminary and are derived from our 2026 financial guidance. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by forward-looking statements in this press release. Forward-looking statements involve a number of judgments, risks and uncertainties, including, without limitation, risks related to: our expectations regarding results of operations, financial condition, and cash flows; our expectations regarding the development and management of our business; any current, pending, or future legislation, regulations or policies that could have a negative effect on our revenue, profit margins, cash flows and business, including rules, regulations and policies relating to healthcare, Medicare generally and medical loss ratios; our ability to successfully enter new service markets and manage our operations; anticipated trends and challenges in our business and in the markets in which we operate; our ability to effectively manage our beneficiary base and provider network; our ability to maintain and increase adoption and use of Clover Assistant, including the expansion of Clover Assistant for external payors and providers under the brand name Counterpart Assistant; the anticipated benefits associated with the use of Clover Assistant, including our ability to utilize the platform to manage our medical expenses; our ability to maintain or improve our Star Ratings or otherwise continue to improve the financial performance of our business; our ability to develop new features and functionality that meet market needs and achieve market acceptance; our ability to retain and hire necessary employees and staff our operations appropriately; the timing and amount of certain investments in growth; the outcome of any known and unknown litigation and regulatory proceedings; our ability to maintain, protect, and enhance our intellectual property; general economic conditions and uncertainty; persistent high inflation and fluctuating interest rates; and geopolitical uncertainty and instability. Additional information concerning these and other risk factors is contained under Item 1A. “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 3, 2025, as such risks may be updated in our subsequent filings with the SEC. The forward-looking statements included in this press release are made as of the date hereof. Except as required by law, Clover Health undertakes no obligation to update any of these forward-looking statements after the date of this press release or to conform these statements to actual results or revised expectations.
About Non-GAAP Financial Measures
We use Non-GAAP measures in this release, including Consolidated Gross profit, Adjusted SG&A and Adjusted SG&A as a percentage of Total revenues, Adjusted EBITDA, Adjusted Net (loss) income from continuing operations, Insurance BER, and Normalized Insurance BER. These Non-GAAP financial measures are provided to enhance the reader's understanding of Clover Health's past financial performance and our prospects for the future. Clover Health's management team uses these Non-GAAP financial measures in assessing Clover Health's performance, as well as in planning and forecasting future periods. These Non-GAAP financial measures are not computed according to GAAP, and the methods we use to compute them may differ from the methods used by other companies. Non-GAAP financial measures are supplemental to and should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”) and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Readers are encouraged to review the reconciliations of these Non-GAAP financial measures to the comparable GAAP measures, which are attached to this release, together with other important financial information, including our filings with the SEC, on the Investor Relations page of our website at investors.cloverhealth.com.
For a description of these Non-GAAP financial measures, including the reasons management uses each measure, please see Appendix A: "Explanation of Non-GAAP Financial Measures."
The statements contained in this document are solely those of the authors and do not necessarily reflect the views or policies of CMS. The authors assume responsibility for the accuracy and completeness of the information contained in this document.
About Clover Health:
Clover Health (Nasdaq: CLOV) is a physician enablement technology company committed to bringing access to great healthcare to everyone on Medicare. This includes a focus on seniors who have historically lacked access to affordable, high-quality healthcare. Our strategy is powered by our software platform, Clover Assistant, which is designed to aggregate patient data from across the healthcare ecosystem to support clinical decision-making and improve health outcomes through the early identification and management of chronic disease. For our members, we provide PPO and HMO Medicare Advantage plans in several states, with a differentiated focus on our flagship wide-network, high-choice PPO plans. For healthcare providers outside Clover Health's Medicare Advantage plan, we extend the benefits of our data-driven technology platform to a wider audience via our subsidiary, Counterpart Health, and aim to enable enhanced patient outcomes and reduced healthcare costs on a nationwide scale. Clover Health has published data demonstrating the technology’s impact on Medication Adherence, Congestive Heart Failure, Chronic Obstructive Pulmonary Disease, and in Underserved Populations as well as the earlier identification and management of Diabetes and Chronic Kidney Disease.
Visit: www.cloverhealth.com
Investor Relations Contact:
Ryan Schmidt
investors@cloverhealth.com
Press Inquiries:
press@cloverhealth.com
| CLOVER HEALTH INVESTMENTS, CORP. | |||||||
| CONDENSED CONSOLIDATED BALANCE SHEETS | |||||||
| (Dollars in thousands, except share amounts) | |||||||
| (unaudited) | |||||||
| December 31, 2025 | December 31, 2024 | ||||||
| Assets | |||||||
| Current assets: | |||||||
| Cash and cash equivalents | $ | 78,301 | $ | 194,543 | |||
| Short-term investments | 17,047 | — | |||||
| Investment securities, available-for-sale (Amortized cost: 2025: | 23,131 | 26,997 | |||||
| Investment securities, held-to-maturity (Fair value: 2025: | 1,777 | 15 | |||||
| Accrued retrospective premiums | 63,875 | 41,253 | |||||
| Healthcare receivables | 94,866 | 51,539 | |||||
| Prepaid expenses | 18,209 | 13,174 | |||||
| Other assets, current | 10,649 | 15,603 | |||||
| Total current assets | 307,855 | 343,124 | |||||
| Investment securities, available-for-sale (Amortized cost: 2025: | 187,092 | 201,719 | |||||
| Investment securities, held-to-maturity (Fair value: 2025: | 12,571 | 14,343 | |||||
| Property and equipment, net | 6,385 | 5,307 | |||||
| Other intangible assets | 2,990 | 2,990 | |||||
| Other assets, non-current | 24,118 | 13,259 | |||||
| Total assets | $ | 541,011 | $ | 580,742 | |||
| Liabilities and Stockholders' Equity | |||||||
| Current liabilities: | |||||||
| Unpaid claims | $ | 153,250 | $ | 156,396 | |||
| Accounts payable and accrued expenses | 36,211 | 34,564 | |||||
| Accrued salaries and benefits | 16,038 | 19,090 | |||||
| Other liabilities, current | 3,324 | 3,466 | |||||
| Total current liabilities | 208,823 | 213,516 | |||||
| Other liabilities, non-current | 23,484 | 26,083 | |||||
| Total liabilities | 232,307 | 239,599 | |||||
| Commitments and Contingencies | |||||||
| Stockholders' equity: | |||||||
| Class A Common Stock, | 43 | 41 | |||||
| Class B Common Stock, | 9 | 9 | |||||
| Additional paid-in capital | 2,682,663 | 2,576,471 | |||||
| Accumulated other comprehensive income (loss) | 528 | (1,584 | ) | ||||
| Accumulated deficit | (2,288,352 | ) | (2,202,803 | ) | |||
| Less: Treasury stock, at cost; 33,412,273 and 18,752,947 shares held at December 31, 2025 and December 31, 2024, respectively | (86,187 | ) | (30,991 | ) | |||
| Total stockholders' equity | 308,704 | 341,143 | |||||
| Total liabilities and stockholders' equity | $ | 541,011 | $ | 580,742 | |||
| CLOVER HEALTH INVESTMENTS, CORP. | |||||||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS | |||||||||||||||
| (Dollars in thousands, except per share and share amounts) | |||||||||||||||
| (unaudited) | |||||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Revenues: | |||||||||||||||
| Premiums earned, net (Net of ceded premiums of | $ | 485,872 | $ | 330,680 | $ | 1,891,732 | $ | 1,344,881 | |||||||
| Other income | 1,835 | 6,283 | 32,576 | 26,250 | |||||||||||
| Total revenues | 487,707 | 336,963 | 1,924,308 | 1,371,131 | |||||||||||
| Operating expenses: | |||||||||||||||
| Net medical claims incurred | 413,499 | 243,044 | 1,568,406 | 1,006,327 | |||||||||||
| Salaries and benefits | 56,949 | 62,737 | 225,475 | 232,454 | |||||||||||
| General and administrative expenses | 66,158 | 52,286 | 214,270 | 176,480 | |||||||||||
| Depreciation and amortization | 420 | 344 | 1,686 | 1,331 | |||||||||||
| Restructuring costs | — | — | — | 288 | |||||||||||
| Total operating expenses | 537,026 | 358,411 | 2,009,837 | 1,416,880 | |||||||||||
| Loss from continuing operations | (49,319 | ) | (21,448 | ) | (85,529 | ) | (45,749 | ) | |||||||
| Change in fair value of warrants | 1 | 33 | 20 | 50 | |||||||||||
| Loss on investment | — | — | — | 467 | |||||||||||
| Net loss from continuing operations | (49,320 | ) | (21,481 | ) | (85,549 | ) | (46,266 | ) | |||||||
| Net income (loss) from discontinued operations | — | (611 | ) | — | 3,257 | ||||||||||
| Net loss | $ | (49,320 | ) | $ | (22,092 | ) | $ | (85,549 | ) | $ | (43,009 | ) | |||
| Per share data: | |||||||||||||||
| Basic and diluted weighted average number of class A and class B common shares and common share equivalents outstanding | 517,237,340 | 491,871,177 | 511,967,146 | 490,018,730 | |||||||||||
| Continuing operations: | |||||||||||||||
| Basic and diluted loss per share | $ | (0.10 | ) | $ | (0.04 | ) | $ | (0.17 | ) | $ | (0.09 | ) | |||
| Discontinued operations: | |||||||||||||||
| Basic and diluted (loss) earnings per share | $ | — | $ | — | $ | — | $ | 0.01 | |||||||
| Net unrealized gain (loss) on available-for-sale investments | 57 | (2,436 | ) | 2,112 | 786 | ||||||||||
| Comprehensive loss | $ | (49,263 | ) | $ | (24,528 | ) | $ | (83,437 | ) | $ | (42,223 | ) | |||
| CLOVER HEALTH INVESTMENTS, CORP. | |||||||||||
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS | |||||||||||
| (Dollars in thousands) | |||||||||||
| (unaudited) | |||||||||||
| Year ended December 31, | |||||||||||
| 2025 | 2024 | 2023 | |||||||||
| Cash flows from operating activities: | |||||||||||
| Net loss | $ | (85,549 | ) | $ | (43,009 | ) | $ | (213,361 | ) | ||
| Adjustments to reconcile net loss to net cash (used in) provided by operating activities: | |||||||||||
| Depreciation and amortization expense | 1,686 | 1,331 | 2,509 | ||||||||
| Stock-based compensation | 103,657 | 114,331 | 140,931 | ||||||||
| Change in fair value of warrants and amortization of warrants | 20 | 50 | 86 | ||||||||
| Accretion, net of amortization | (1,843 | ) | (2,524 | ) | (4,014 | ) | |||||
| Change in accrued interest earned | 271 | (571 | ) | — | |||||||
| Net realized gains on investment securities | (979 | ) | (480 | ) | (20 | ) | |||||
| Loss on investment | — | 467 | 4,726 | ||||||||
| Impairment of goodwill and other intangible assets | — | — | 15,945 | ||||||||
| Premium deficiency reserve | — | — | (7,239 | ) | |||||||
| Changes in operating assets and liabilities: | |||||||||||
| Accrued retrospective premiums | (22,622 | ) | (19,177 | ) | (1,689 | ) | |||||
| Prepaid expenses | (5,035 | ) | 1,244 | 3,728 | |||||||
| Other assets | (5,921 | ) | 2,852 | 8,859 | |||||||
| Healthcare receivables | (43,327 | ) | 12,625 | 6,443 | |||||||
| Unpaid claims | (3,146 | ) | 19,296 | (294 | ) | ||||||
| Accounts payable and accrued expenses | 1,647 | (2,620 | ) | 4,739 | |||||||
| Accrued salaries and benefits | (3,052 | ) | (1,971 | ) | (2,901 | ) | |||||
| Other liabilities | (2,741 | ) | 606 | 6,404 | |||||||
| Net cash (used in) provided by operating activities from continuing operations | (66,934 | ) | 82,450 | (35,148 | ) | ||||||
| Net cash used in operating activities from discontinued operations | — | (47,605 | ) | (109,514 | ) | ||||||
| Net cash (used in) provided by operating activities | (66,934 | ) | 34,845 | (144,662 | ) | ||||||
| Cash flows from investing activities: | |||||||||||
| Purchases of short-term investments, available-for-sale, and held-to-maturity securities | (205,097 | ) | (201,241 | ) | (175,567 | ) | |||||
| Proceeds from sales of short-term investments and available-for-sale securities | 185,163 | 83,673 | 60,436 | ||||||||
| Proceeds from maturities of short-term investments and available-for-sale securities | 26,053 | 119,689 | 255,728 | ||||||||
| Purchases of property and equipment | (2,043 | ) | (1,556 | ) | (584 | ) | |||||
| Net cash provided by investing activities | 4,076 | 565 | 140,013 | ||||||||
| Cash flows from financing activities: | |||||||||||
| Issuance of common stock, net of early exercise liability | 718 | 709 | 34 | ||||||||
| Issuance of common stock under employee stock purchase plan, net of stock issuance costs | 1,096 | 193 | 1,116 | ||||||||
| Cash paid for shares withheld related to stock-based compensation | (36,900 | ) | (16,491 | ) | (6,220 | ) | |||||
| Repurchases of common stock | (18,298 | ) | (1,772 | ) | — | ||||||
| Net cash used in financing activities | (53,384 | ) | (17,361 | ) | (5,070 | ) | |||||
| Net (decrease) increase in cash and cash equivalents | (116,242 | ) | 18,049 | (9,719 | ) | ||||||
| Cash and cash equivalents, beginning of period | 194,543 | 176,494 | 186,213 | ||||||||
| Cash and cash equivalents, end of period | $ | 78,301 | $ | 194,543 | $ | 176,494 | |||||
| Reconciliation of cash and cash equivalents and restricted cash | |||||||||||
| Cash and cash equivalents(1) | $ | 78,301 | $ | 194,543 | $ | 122,863 | |||||
| Restricted cash | — | — | 53,631 | ||||||||
| Total cash, cash equivalents, and restricted cash | $ | 78,301 | $ | 194,543 | $ | 176,494 | |||||
| (1) Includes all applicable amounts for both continuing and discontinued operations | |||||||||||
| CLOVER HEALTH INVESTMENTS, CORP. | ||||||||||||||||
| OPERATING SEGMENT | ||||||||||||||||
| (in thousands) | ||||||||||||||||
| (unaudited) | ||||||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | |||||||||||||||
| Insurance Segment | 2025 | 2024 | 2025 | 2024 | ||||||||||||
| Premiums earned, net (net of ceded premiums) | $ | 485,872 | $ | 330,680 | $ | 1,891,732 | $ | 1,344,881 | ||||||||
| Less: | ||||||||||||||||
| Net medical claims incurred | 427,265 | 243,164 | 1,618,219 | 1,010,289 | ||||||||||||
| Segment gross profit | $ | 58,607 | $ | 87,516 | $ | 273,513 | $ | 334,592 | ||||||||
| Reconciliation: | ||||||||||||||||
| Elimination of intersegment profits | $ | 13,766 | $ | 120 | $ | 49,813 | $ | 3,962 | ||||||||
| Other income | 1,835 | 6,283 | 32,576 | 26,250 | ||||||||||||
| Salaries and benefits | (56,949 | ) | (62,737 | ) | (225,475 | ) | (232,454 | ) | ||||||||
| General and administrative expenses | (66,158 | ) | (52,286 | ) | (214,270 | ) | (176,480 | ) | ||||||||
| Depreciation and amortization | (420 | ) | (344 | ) | (1,686 | ) | (1,331 | ) | ||||||||
| Restructuring costs | — | — | — | (288 | ) | |||||||||||
| Change in fair value of warrants | (1 | ) | (33 | ) | (20 | ) | (50 | ) | ||||||||
| Loss on investment | — | — | — | (467 | ) | |||||||||||
| Net loss from continuing operations | $ | (49,320 | ) | $ | (21,481 | ) | $ | (85,549 | ) | $ | (46,266 | ) | ||||
| CLOVER HEALTH INVESTMENTS, CORP. | |||||||||||||||
| RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | |||||||||||||||
| CONSOLIDATED GROSS PROFIT (NON-GAAP) RECONCILIATION | |||||||||||||||
| (in thousands)(1) | |||||||||||||||
| (unaudited) | |||||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| (in thousands) | |||||||||||||||
| Net loss from continuing operations (GAAP): | $ | (49,320 | ) | $ | (21,481 | ) | $ | (85,549 | ) | $ | (46,266 | ) | |||
| Adjustments: | |||||||||||||||
| Salaries and benefits | 56,949 | 62,737 | 225,475 | 232,454 | |||||||||||
| General and administrative expenses | 66,158 | 52,286 | 214,270 | 176,480 | |||||||||||
| Depreciation and amortization | 420 | 344 | 1,686 | 1,331 | |||||||||||
| Restructuring costs | — | — | — | 288 | |||||||||||
| Change in fair value of warrants | 1 | 33 | 20 | 50 | |||||||||||
| Loss on investment | — | — | — | 467 | |||||||||||
| Consolidated Gross profit (Non-GAAP) | $ | 74,208 | $ | 93,919 | $ | 355,902 | $ | 364,804 | |||||||
(1) The table above includes Non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these Non-GAAP measures, see Appendix A.
| CLOVER HEALTH INVESTMENTS, CORP. | |||||||||||||||
| RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | |||||||||||||||
| ADJUSTED SG&A (NON-GAAP) RECONCILIATION | |||||||||||||||
| (in thousands)(1) | |||||||||||||||
| (unaudited) | |||||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| (in thousands) | |||||||||||||||
| Salaries and benefits | $ | 56,949 | $ | 62,737 | $ | 225,475 | $ | 232,454 | |||||||
| General and administrative expenses | 66,158 | 52,286 | 214,270 | 176,480 | |||||||||||
| Total SG&A (GAAP) | 123,107 | 115,023 | 439,745 | 408,934 | |||||||||||
| Adjustments: | |||||||||||||||
| Stock-based compensation | (24,919 | ) | (29,645 | ) | (103,657 | ) | (114,331 | ) | |||||||
| Non-recurring legal expenses and settlements | (647 | ) | 742 | (1,881 | ) | 110 | |||||||||
| Adjusted SG&A (non-GAAP) | $ | 97,541 | $ | 86,120 | $ | 334,207 | $ | 294,713 | |||||||
| Total revenues (GAAP) | $ | 487,707 | $ | 336,963 | $ | 1,924,308 | $ | 1,371,131 | |||||||
| Adjusted SG&A (non-GAAP) as a percentage of Total revenues | 20.0 | % | 25.6 | % | 17.4 | % | 21.5 | % | |||||||
(1) The table above includes Non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these Non-GAAP measures, see Appendix A.
| CLOVER HEALTH INVESTMENTS, CORP. | |||||||||||||||
| RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | |||||||||||||||
| ADJUSTED EBITDA (NON-GAAP) RECONCILIATION | |||||||||||||||
| (in thousands)(1) | |||||||||||||||
| (unaudited) | |||||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| (in thousands) | |||||||||||||||
| Net loss from continuing operations (GAAP): | $ | (49,320 | ) | $ | (21,481 | ) | $ | (85,549 | ) | $ | (46,266 | ) | |||
| Adjustments: | |||||||||||||||
| Depreciation and amortization | 420 | 344 | 1,686 | 1,331 | |||||||||||
| Change in fair value of warrants | 1 | 33 | 20 | 50 | |||||||||||
| Loss on investment | — | — | — | 467 | |||||||||||
| Stock-based compensation | 24,919 | 29,645 | 103,657 | 114,331 | |||||||||||
| Restructuring costs | — | — | — | 288 | |||||||||||
| Non-recurring legal expenses and settlements | 647 | (742 | ) | 1,881 | (110 | ) | |||||||||
| Adjusted EBITDA (non-GAAP) | $ | (23,333 | ) | $ | 7,799 | $ | 21,695 | $ | 70,091 | ||||||
(1) The table above includes Non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these Non-GAAP measures, see Appendix A.
| CLOVER HEALTH INVESTMENTS, CORP. | |||||||||||||||
| RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | |||||||||||||||
| ADJUSTED NET (LOSS) INCOME FROM CONTINUING OPERATIONS (NON-GAAP) RECONCILIATION | |||||||||||||||
| (in thousands)(1) | |||||||||||||||
| (unaudited) | |||||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| (in thousands) | |||||||||||||||
| Net loss from continuing operations (GAAP) | $ | (49,320 | ) | $ | (21,481 | ) | $ | (85,549 | ) | $ | (46,266 | ) | |||
| Adjustments: | |||||||||||||||
| Stock-based compensation | 24,919 | 29,645 | 103,657 | 114,331 | |||||||||||
| Restructuring costs | — | — | — | 288 | |||||||||||
| Non-recurring legal expenses and settlements | 647 | (742 | ) | 1,881 | (110 | ) | |||||||||
| Adjusted Net (loss) income from continuing operations (non-GAAP) | $ | (23,754 | ) | $ | 7,422 | $ | 19,989 | $ | 68,243 | ||||||
(1) The table above includes Non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these Non-GAAP measures, see Appendix A.
| CLOVER HEALTH INVESTMENTS, CORP. | |||||||||||||||
| RECONCILIATION OF NON-GAAP FINANCIAL MEASURES | |||||||||||||||
| INSURANCE BENEFITS EXPENSE RATIO (NON-GAAP) AND NORMALIZED INSURANCE BENEFITS EXPENSE RATIO (NON-GAAP) RECONCILIATION | |||||||||||||||
| (in thousands)(1) | |||||||||||||||
| (unaudited) | |||||||||||||||
| Three Months Ended December 31, | Year Ended December 31, | ||||||||||||||
| 2025 | 2024 | 2025 | 2024 | ||||||||||||
| (in thousands) | |||||||||||||||
| Net medical claims incurred, net (GAAP) | $ | 427,265 | $ | 243,164 | $ | 1,618,219 | $ | 1,010,289 | |||||||
| Adjustments: | |||||||||||||||
| Quality improvements | 34,328 | 30,762 | 100,572 | 81,144 | |||||||||||
| Insurance Benefits expense (non-GAAP) | $ | 461,593 | $ | 273,926 | $ | 1,718,791 | $ | 1,091,433 | |||||||
| Premiums earned, net (GAAP) | $ | 485,872 | $ | 330,680 | $ | 1,891,732 | $ | 1,344,881 | |||||||
| Insurance Benefits expense ratio (non-GAAP) | 95.0 | % | 82.8 | % | 90.9 | % | 81.2 | % | |||||||
| Adjustments: | |||||||||||||||
| Prior period development | 2.2 | 4.6 | 0.6 | 3.0 | |||||||||||
| Normalized Insurance Benefits expense ratio (non-GAAP) | 97.2 | % | 87.4 | % | 91.5 | % | 84.2 | % | |||||||
(1) The table above includes Non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these Non-GAAP measures, see Appendix A.
| CLOVER HEALTH INVESTMENTS, CORP. |
| Appendix A |
| Explanation of Non-GAAP Financial Measures |
Non-GAAP Definitions
Consolidated Gross profit - A Non-GAAP financial measure defined by us as net loss from continuing operations before salaries and benefits, general and administrative expenses, depreciation and amortization, premium deficiency reserve expense, restructuring costs, impairment of goodwill and other intangible assets, interest expense, change in fair value of warrants, and loss on investment. We believe that Consolidated Gross profit provides management, investors, and others a useful view of consolidated business performance and is much more informative of operational results. Accordingly, we believe that Consolidated Gross profit provides investors and others useful information to understand and evaluate our operating results in the same manner as our management and our board of directors.
Adjusted SG&A - A Non-GAAP financial measure defined by us as total SG&A less stock-based compensation and non-recurring legal expenses and settlements. We believe that Adjusted SG&A provides management, investors, and others a useful view of our operating spend as it excludes non-cash, stock-based compensation and expenses related to investments that management believes do not reflect the Company's core operating expenses. We believe that Adjusted SG&A as a percentage of Total revenues is useful to management, investors, and others because it allows us to measure our operational leverage as revenue scales.
Adjusted EBITDA - A Non-GAAP financial measure defined by us as net (loss) income from continuing operations before depreciation and amortization, interest expense, change in fair value of warrants, loss on investment, stock-based compensation, premium deficiency reserve benefit, restructuring costs, impairment of goodwill and other intangible assets, and non-recurring legal expenses and settlements. Adjusted EBITDA is a key measure used by our management team and the board of directors to understand and evaluate our operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operating plans. In particular, we believe that the exclusion of the amounts eliminated in calculating Adjusted EBITDA provide useful measures for period-to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides investors and others useful information to understand and evaluate our operating results in the same manner as our management and our board of directors.
Adjusted Net (loss) income from continuing operations - A Non-GAAP financial measure defined by us as net (loss) income from continuing operations before stock-based compensation, premium deficiency reserve benefit, restructuring costs, impairment of goodwill and other intangible assets, and non-recurring legal expenses and settlements. Adjusted Net (loss) income from continuing operations is a key measure used by our management team and the board of directors to understand and evaluate our operating performance and trends. We believe that Adjusted Net (loss) income from continuing operations is helpful to investors in assessing the Company’s financial performance in the same manner as our management and our board of directors.
Insurance Benefits expense ratio and Normalized Insurance Benefits expense ratio - A Non-GAAP financial measure defined by us as Benefits expense ratio ("BER"). We calculate our Insurance BER by taking the total of Insurance net medical expenses incurred and quality improvements, and dividing that total by premiums earned on a net basis, in a given period. Quality improvements include expenses associated with activities that improve health outcomes, as defined by the U.S. Department of Health and Human Services ("HHS"), as well as those directly tied to enhancing healthcare quality, such as the Company's spend on health information technology, wellness and prevention programs, initiatives to reduce hospital readmissions, and our clinically focused Member Rewards program for the current year. We believe our Insurance BER is useful to management, investors, and others because it offers a clearer and more accurate representation of our investment in healthcare quality and member engagement, and gives a comprehensive view of costs related to maintaining and improving the quality of care of our members, which is crucial for sustaining member satisfaction and adherence to treatment regimens. Furthermore, Normalized Insurance BER adjusts out activity related to prior period development. Prior period development refers to changes in the Company’s Insurance Revenue and Insurance Medical claims levels from previous periods. While this may not be directly comparable to similarly titled measures presented by other companies, management believes that Normalized Insurance BER presents a clearer representation of performance during the current period being presented.
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