[8-K] CLOVER HEALTH INVESTMENTS, CORP. /DE Reports Material Event

Rhea-AI Filing Summary

Clover Health Investments (CLOV) furnished a Regulation FD update, publishing written responses to select shareholder questions tied to its third quarter 2025 earnings announcement. The Supplemental Shareholder Q&A is included as Exhibit 99.1 and is also available on the company’s investor relations website. The company states this information is furnished, not filed, and is not incorporated by reference unless specifically noted.

FALSE0001801170CLOVER HEALTH INVESTMENTS, CORP. /DE00018011702025-11-122025-11-12

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 12, 2025

CLOVER HEALTH INVESTMENTS, CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware			001-39252			98-1515192
(State or Other Jurisdiction			(Commission File Number)			(IRS Employer
of Incorporation)						Identification No.)

Address Not Applicable(1)			Address Not Applicable(1)
(Address of Principal Executive Offices)			(Zip Code)

Not Applicable(1)

(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:

Trading

Title of each class

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

CLOV

The NASDAQ Stock Market LLC

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. ☐

(1) We are a remote-first company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, stockholder communications required to be sent to our principal executive offices may be directed to the email address: secretary@cloverhealth.com, or to our agent for service of process at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Item 7.01. Regulation FD Disclosure.

On November 12, 2025, Clover Health Investments, Corp. (the “Company”) published a list of responses to a selection of frequently asked supplemental questions submitted in connection with the Company's third quarter 2025 earnings announcement in order to further engagement with the Company's shareholder base. The supplemental questions and the Company's accompanying written responses are furnished as Exhibit 99.1 to this Current Report on Form 8-K, and are also available on the investor relations section of the Company's website.

The information set forth in this Item 7.01 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), nor shall it be deemed to be incorporated by reference into any filing made under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) List of Exhibits

Exhibit No.			Description
99.1			Supplemental Shareholder Q&A dated, November 12, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

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 thereunto duly authorized.

Clover Health Investments, Corp.

Date:

November 12, 2025

By:

/s/ Peter Kuipers

Name:

Peter Kuipers

Title:

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

FAQ

What did Clover Health (CLOV) announce in this 8-K?

It furnished written responses to select supplemental shareholder questions related to its Q3 2025 earnings, provided as Exhibit 99.1.

Where can I find the supplemental Q&A for CLOV?

The Supplemental Shareholder Q&A is attached as Exhibit 99.1 and is also available on Clover Health’s investor relations website.

Is the Q&A considered filed with the SEC?

No. The company states the information is furnished, not filed, and is not incorporated by reference unless expressly stated.

What is the purpose of the supplemental Q&A?

To further engagement with Clover Health’s shareholder base by addressing frequently asked questions about its Q3 2025 earnings.

When was the supplemental Q&A made available?

It was published on November 12, 2025 as part of the 8-K.

Which exhibit numbers are included?

The filing lists Exhibit 99.1 (Supplemental Shareholder Q&A) and Exhibit 104 (Cover Page Inline XBRL).