FALSE0001801170CLOVER HEALTH INVESTMENTS, CORP. /DE00018011702026-11-022026-11-02
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 2, 2026
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.) |
| | | | | |
Not Applicable(1) | 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 2.02 Results of Operations and Financial Condition.
On November 4, 2026, Clover Health Investments, Corp. (the "Company") issued a press release announcing its financial results for the third quarter ended September 30, 2026. The full text of the press release issued in connection with the announcement is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information set forth in this Item 2.02 (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”), or otherwise subject to the liabilities of that section, nor shall it be deemed 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 such a filing.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On November 2, 2026, the Board of Directors of the Company appointed Joseph Clay Thornton, age 37, the Company’s Interim Chief Financial Officer and principal financial officer, to serve as the Company’s Chief Financial Officer on a permanent basis, and appointed Joseph Frank Oldakowski, age 44, the Company’s Vice President, Controller and principal accounting officer, to serve as the Company’s Chief Accounting Officer. The respective appointments are effective November 4, 2026. Since March 30, 2026, Mr. Thornton and Mr. Oldakowski have served as the Company’s principal financial officer and principal accounting officer, respectively, and will continue to serve in such roles.
Under the terms of his new employment agreement with the Company, effective November 4, 2026, Mr. Thornton will receive an annual base salary of $450,000, and the initial target amount for his annual cash incentive bonus will be up to 75% of his base salary. Subject to approval by the Board of Directors, its Talent and Compensation Committee or an authorized delegate, as applicable, he will also receive a promotional grant of restricted stock units (“RSUs”) covering shares of the Company’s Class A Common Stock with a grant date fair value of $1,500,000, to be granted on November 4, 2026 or as soon as practicable thereafter. The RSUs will vest and become payable as follows: 25% will vest on the first anniversary of the grant date, and the remainder will vest in twelve equal quarterly installments beginning on the date that is three months after the first anniversary of the grant date, in each case subject to Mr. Thornton’s continued provision of services through each vesting date and any applicable vesting acceleration rights. The RSU grant will be subject to the terms, definitions and provisions of the Company’s 2020 Equity Plan and the applicable award agreements. Mr. Thornton will also be eligible for annual grants of performance-based and/or time-based RSUs and additional cash-based or equity-based performance awards, subject to applicable performance criteria and approvals under his employment agreement.
Information regarding Mr. Thornton’s positions and offices with the Company and business experience is disclosed under “Executive Officers – Clay Thornton” in the Company’s definitive Proxy Statement for its 2026 Annual Meeting of Stockholders, which was filed with the Securities and Exchange Commission on April 28, 2026, and is incorporated herein by reference. There are no arrangements or understandings between Mr. Thornton and any other person pursuant to which he was selected as Chief Financial Officer, and there are no family relationships between Mr. Thornton and any of the Company’s directors or executive officers. There are no transactions involving Mr. Thornton requiring disclosure under Item 404(a) of Regulation S-K.
Under the terms of his new employment agreement with the Company, effective November 4, 2026, Mr. Oldakowski will receive an annual base salary of $410,000, and the initial target amount for his annual cash incentive bonus will be up to 50% of his eligible earnings. Subject to approval by the Board of Directors, its Talent and Compensation Committee or an authorized delegate, as applicable, he will also receive a promotional grant of RSUs covering shares of the Company’s Class A Common Stock with a grant date fair value of $850,000, to be granted on the next regularly scheduled grant date after the effective date of his employment agreement. The RSUs will vest and become payable as follows: 25% will vest on the first anniversary of the grant date, and the remainder will vest in twelve equal quarterly installments beginning on the date that is three months after the first anniversary of the grant date, in each case subject to Mr. Oldakowski’s continued provision of services through each vesting date and any applicable vesting acceleration rights. The RSU grant will be subject to the terms, definitions and provisions of the Company’s 2020 Equity Incentive Plan and the applicable RSU award agreement. Mr. Oldakowski will also be eligible for future awards under the equity plan, in the sole discretion of the Board of Directors, its Talent and Compensation Committee or an authorized delegate, as applicable.
Information regarding Mr. Oldakowski's positions with the Company and business experience was previously disclosed under Item 5.02 of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 1, 2026 and is incorporated herein by reference. There are no arrangements or understandings between Mr. Oldakowski and any other person pursuant to which he was selected as Chief Accounting Officer, and there are no family relationships between Mr. Oldakowski and any of the Company’s directors or executive officers. There are no transactions involving Mr. Oldakowski requiring disclosure under Item 404(a) of Regulation S-K.
The foregoing descriptions of Mr. Thornton’s and Mr. Oldakowski’s employment agreements, including the terms of their compensatory arrangements, do not purport to be complete and are qualified in their entirety by reference to the full text of the agreements, which will be filed as exhibits to the Company’s Annual Report on Form 10-K, for the year ending December 31, 2026.
Item 9.01. Financial Statements and Exhibits.
(d) List of Exhibits
| | | | | |
| Exhibit No. | Description |
| |
| 99.1 | Press release dated November 4, 2026 |
| 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 4, 2026 | | By: | /s/ Clay Thornton |
| | | Name: | Clay Thornton |
| | | Title: | Chief Financial Officer (Principal Financial Officer) |
| | | | |
Clover Health Reports Third Quarter 2026 Results
Business Highlights:
•Strong third quarter performance brings year-to-date GAAP Net Income to $62 million alongside 49% year-over-year Medicare Advantage membership growth
•Improved Full Year 2026 guidance across all metrics
•2027 AEP tracking well, with significant growth due to strong product positioning in core markets
•Clover’s flagship PPO, representing ~98% of current membership, received a 5 Star rating for Payment Year 2028
Financial Results:
•Third quarter 2026 GAAP Net Income of $6 million, an improvement of $31 million year-over-year
•Third quarter 2026 Medicare Advantage membership of 158,907, up 45% year-over-year, and Total revenues of $759 million, up 53% year-over-year
•Third quarter 2026 Consolidated Gross Profit of $130 million, up 77% year-over-year, and Adjusted EBITDA of $16 million, up $14 million year-over-year
Improved Full Year 2026 Guidance:
•Average Medicare Advantage membership of 157,000 - 158,000, representing 47% growth year-over-year at the midpoint
•Total revenues between $2.97 billion and $3.00 billion, representing 55% growth year-over-year at the midpoint
•GAAP Net Income between $25 million and $35 million
•Consolidated Gross Profit between $540 million and $555 million, representing 54% growth year-over-year at the midpoint
•Adjusted EBITDA profitability between $75 million and $85 million
WILMINGTON, Del. – November 4, 2026 – Clover Health Investments, Corp. (Nasdaq: CLOV) (“Clover,” “Clover Health” or the “Company”), today reported financial results for the third quarter 2026. Management will host a conference call today at 5:00 p.m. ET to discuss its operating results and other business highlights.
“Our results further demonstrate our technology-powered differentiation, and how earlier and better care management, market-leading growth, and increasing profitability can reinforce one another under the right model,” said Clover Health CEO Andrew Toy. "Through Clover Assistant, we are committed to delivering better clinical quality and lower total cost of care. We are pleased that this continues to show up in our results, with ~98% of our members enrolled in our 5 Star rated PPO for Payment Year 2028, alongside our third consecutive year of nation-leading HEDIS performance.”
"In 2026, Clover is on track to have grown significantly and expects to deliver its first full year of GAAP Net Income profitability,” said Clover Health CFO Clay Thornton. “With our largest member cohorts maturing, continued operating leverage, and strong Star ratings performance, we believe we are well positioned for meaningful earnings expansion in 2027.”
Key Company highlights are as follows: | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| Dollars in Millions | | 2026 | | 2025 | | Change (%) | | 2026 | | 2025 | | Change (%) |
| Consolidated: | | | | | | | | | | | | |
| Total revenues | | $ | 759.3 | | | $ | 496.7 | | | 52.9 | % | | $ | 2,251.7 | | | $ | 1,436.6 | | | 56.7 | % |
Consolidated Gross profit(1) | | $ | 129.8 | | | $ | 73.2 | | | 77.3 | % | | $ | 442.4 | | | $ | 281.7 | | | 57.0 | % |
| Salaries and benefits plus General and administrative expenses ("SG&A") | | $ | 122.8 | | | $ | 97.1 | | | 26.5 | % | | $ | 378.9 | | | $ | 316.6 | | | 19.7 | % |
Adjusted Salaries and benefits plus General and administrative expenses ("Adjusted SG&A")(2) | | $ | 113.8 | | | $ | 71.1 | | | 60.1 | % | | $ | 345.2 | | | $ | 236.7 | | | 45.8 | % |
| Adjusted SG&A as a % of Total revenues | | 15.0 | % | | 14.3 | % | | 70 bps | | 15.3 | % | | 16.5 | % | | (120 bps) |
| Net income (loss) | | $ | 6.4 | | | $ | (24.4) | | | N/A* | | $ | 61.8 | | | $ | (36.2) | | | N/A* |
Adjusted EBITDA(2) | | $ | 16.1 | | | $ | 2.1 | | | 666.7 | % | | $ | 97.2 | | | $ | 45.0 | | | 116.0 | % |
Adjusted Net income(2) | | $ | 15.4 | | | $ | 1.7 | | | 805.9 | % | | $ | 95.5 | | | $ | 43.7 | | | 118.5 | % |
| Total cash, cash equivalents, and investments | | $ | 512.6 | | | $ | 395.9 | | | 29.5 | % | | $ | 512.6 | | | $ | 395.9 | | | 29.5 | % |
| | | | | | | | | | | | |
| Insurance Segment: | | | | | | | | | | | | |
Average Medicare Advantage membership(5) | | 158,383 | | | 108,231 | | | 46.3 | % | | 156,610 | | | 105,228 | | | 48.8 | % |
| Insurance revenue | | $ | 748.8 | | | $ | 479.1 | | | 56.3 | % | | $ | 2,230.7 | | | $ | 1,405.9 | | | 58.7 | % |
| Insurance net medical claims incurred | | $ | 654.1 | | | $ | 428.9 | | | 52.5 | % | | $ | 1,879.5 | | | $ | 1,191.0 | | | 57.8 | % |
Insurance BER(3) | | 91.1 | % | | 93.5 | % | | (240 bps) | | 88.4 | % | | 89.4 | % | | (100 bps) |
| | | | | | | | | | | | |
| | | | | | | | | | | | |
1,2,3,4,5
2026 Financial Guidance
| | | | | | | | | | | | | | |
| | Current 2026 Guidance | | Previous 2026 Guidance |
| Total revenues | | $2.97 billion - $3.00 billion | | $2.92 billion - $3.00 billion |
| GAAP Net income | | $25 million - $35 million | | $20 million - $35 million |
Consolidated Gross profit(1) | | $540 million - $555 million | | $525 million - $555 million |
Adjusted EBITDA(4) | | $75 million - $85 million | | $70 million - $85 million |
| Average Medicare Advantage membership | | 157,000 - 158,000 | | 156,000 - 158,000 |
Lives under Clover Management
| | | | | | | | | | | |
| September 30, 2026 | | September 30, 2025 |
| Insurance members | 158,907 | | | 109,226 | |
| | | |
*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 Consolidated Gross profit (Non-GAAP) is a non-GAAP financial measure and is calculated by taking net income (loss) 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. A reconciliation of Consolidated Gross profit (Non-GAAP) to Net income, the most directly comparable GAAP measure is provided in the table immediately following the consolidated financial statements below. A reconciliation of projected Consolidated Gross profit is not provided because certain items that are inherently uncertain and difficult to predict, including the reconciliation items included above, which are excluded from Consolidated Gross profit (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.
2 Adjusted SG&A (Non-GAAP), Adjusted EBITDA (Non-GAAP), and Adjusted Net income (Non-GAAP) are Non-GAAP financial measures. Reconciliations of Adjusted SG&A (Non-GAAP) to SG&A, Adjusted EBITDA (Non-GAAP) to Net income, and Adjusted Net income (Non-GAAP) to Net income, 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. The Company has discontinued disclosure of Normalized Insurance Benefits Expense Ratio beginning in the first quarter of 2026, as management no longer uses this metric to evaluate operating performance or allocate resources. The Company will continue to present Insurance Benefits Expense Ratio.
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 third quarter of 2026, and the nine months included in the year-to-date 2026 period, respectively.
Earnings Conference Call Details
Clover Health’s management will host a conference call to discuss its financial results on Wednesday, November 4, 2026, at 5:00 PM Eastern Time. A live audio webcast will also be available online and you may register at: https://clover-health-3q-2026-earnings.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 UBS Global Healthcare Conference at 12:30 p.m. Eastern Time, Monday, November 9, 2026
Any live and archived webcasts and presentations associated with the conference 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," "opportunity," "seek," "aim," "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 "2026 Financial Guidance" and statements regarding expectations relating to potential improvements in GAAP Net Income, revenues, 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 improved guidance for full year 2026 and expectations for 2027). 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 protect our sites, networks, and systems against security breaches, or otherwise to protect our confidential or health information or the confidential or health information of our members, providers, or other third parties; 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 February 27, 2026, 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, Adjusted SG&A as a percentage of Total revenues, Adjusted EBITDA, Adjusted Net income, and 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) |
| | | |
| September 30, 2026 | | December 31, 2025 |
| Assets | | | |
Current assets: | | | |
| Cash and cash equivalents | $ | 268,067 | | | $ | 78,301 | |
| Short-term investments | 4,516 | | | 17,047 | |
Investment securities, available-for-sale (Amortized cost: 2026: $58,934; 2025: $23,231) | 58,570 | | | 23,131 | |
Investment securities, held-to-maturity (Fair value: 2026: $1,565; 2025: $1,779) | 1,582 | | | 1,777 | |
| Accrued retrospective premiums | 74,440 | | | 63,875 | |
Healthcare receivables | 95,113 | | | 94,866 | |
| Prepaid expenses | 16,938 | | | 18,209 | |
| Other assets, current | 15,835 | | | 10,649 | |
| Total current assets | 535,061 | | | 307,855 | |
| | | |
Investment securities, available-for-sale (Amortized cost: 2026: $170,241; 2025: $186,464) | 167,253 | | | 187,092 | |
Investment securities, held-to-maturity (Fair value: 2026: $12,260; 2025: $12,495) | 12,608 | | | 12,571 | |
| Property and equipment, net | 7,751 | | | 6,385 | |
| Other intangible assets | 2,990 | | | 2,990 | |
| Other assets, non-current | 28,017 | | | 24,118 | |
| Total assets | $ | 753,680 | | | $ | 541,011 | |
| | | |
| Liabilities and Stockholders' Equity | | | |
Current liabilities: | | | |
| Unpaid claims | $ | 269,101 | | | $ | 153,250 | |
| Accounts payable and accrued expenses | 33,814 | | | 36,211 | |
| Accrued salaries and benefits | 36,792 | | | 16,038 | |
| Other liabilities, current | 6,192 | | | 3,324 | |
| Total current liabilities | 345,899 | | | 208,823 | |
| | | |
| Other liabilities, non-current | 16,909 | | | 23,484 | |
| Total liabilities | 362,808 | | | 232,307 | |
Commitments and Contingencies | | | |
Stockholders' equity: | | | |
Class A Common Stock, $0.0001 par value; 2,500,000,000 shares authorized at September 30, 2026 and December 31, 2025; 437,698,453 and 426,669,369 issued and outstanding at September 30, 2026 and December 31, 2025, respectively | 43 | | | 43 | |
Class B Common Stock, $0.0001 par value; 500,000,000 shares authorized at September 30, 2026 and December 31, 2025; 95,713,497 and 92,373,157 issued and outstanding at September 30, 2026 and December 31, 2025, respectively | 9 | | | 9 | |
| Additional paid-in capital | 2,716,621 | | | 2,682,663 | |
Accumulated other comprehensive (loss) income | (3,352) | | | 528 | |
| Accumulated deficit | (2,226,582) | | | (2,288,352) | |
Less: Treasury stock, at cost; 35,782,658 and 33,412,273 shares held at September 30, 2026 and December 31, 2025, respectively | (95,867) | | | (86,187) | |
| Total stockholders' equity | 390,872 | | | 308,704 | |
| Total liabilities and stockholders' equity | $ | 753,680 | | | $ | 541,011 | |
| | | |
| | | | | | | | | | | | | | | | | | | | | | | |
| CLOVER HEALTH INVESTMENTS, CORP. |
| CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS) |
| (Dollars in thousands, except per share and share amounts) |
(unaudited) |
| | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Revenues: | | | | | | | |
Premiums earned, net (Net of ceded premiums of $87 and $92 for the three months ended September 30, 2026 and 2025 respectively, and $270 and $284 for the nine months ended September 30, 2026 and 2025, respectively) | $ | 748,784 | | | $ | 479,128 | | | $ | 2,230,740 | | | $ | 1,405,860 | |
| Other income | 10,520 | | | 17,522 | | | 20,920 | | | 30,741 | |
| Total revenues | 759,304 | | | 496,650 | | | 2,251,660 | | | 1,436,601 | |
| | | | | | | |
| Operating expenses: | | | | | | | |
| Net medical claims incurred | 629,455 | | | 423,473 | | | 1,809,268 | | | 1,154,907 | |
| Salaries and benefits | 55,973 | | | 48,195 | | | 167,174 | | | 168,526 | |
| General and administrative expenses | 66,831 | | | 48,953 | | | 211,759 | | | 148,112 | |
| | | | | | | |
| | | | | | | |
| Depreciation and amortization | 610 | | | 406 | | | 1,689 | | | 1,266 | |
| | | | | | | |
| | | | | | | |
| Total operating expenses | 752,869 | | | 521,027 | | | 2,189,890 | | | 1,472,811 | |
| Income (loss) from operations | 6,435 | | | (24,377) | | | 61,770 | | | (36,210) | |
| | | | | | | |
| Change in fair value of warrants | — | | | — | | | — | | | 19 | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net income (loss) | $ | 6,435 | | | $ | (24,377) | | | $ | 61,770 | | | $ | (36,229) | |
| | | | | | | |
| Per share data: | | | | | | | |
| Basic weighted average number of class A and class B common shares and common share equivalents outstanding | 531,602,371 | | | 512,743,521 | | | 527,642,546 | | | 510,191,111 | |
| Diluted weighted average number of class A and class B common shares and common share equivalents outstanding | 557,476,797 | | | 512,743,521 | | | 548,965,149 | | | 510,191,111 | |
| | | | | | | |
| Basic earnings (loss) per share | $ | 0.01 | | | $ | (0.05) | | | $ | 0.12 | | | $ | (0.07) | |
| Diluted earnings (loss) per share | $ | 0.01 | | | $ | (0.05) | | | $ | 0.11 | | | $ | (0.07) | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| | | | | | | |
| Net unrealized (loss) gain on available-for-sale investments | (1,801) | | | 294 | | | (3,880) | | | 2,055 | |
| Comprehensive income (loss) | $ | 4,634 | | | $ | (24,083) | | | $ | 57,890 | | | $ | (34,174) | |
| | | | | | | | | | | | | |
| CLOVER HEALTH INVESTMENTS, CORP. |
| CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS |
| (Dollars in thousands) |
| (unaudited) |
|
| Nine months ended September 30, |
| 2026 | | 2025 | | |
| Cash flows from operating activities: | | | | | |
| Net income (loss) | $ | 61,770 | | | $ | (36,229) | | | |
| Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | |
| Depreciation and amortization expense | 1,689 | | | 1,266 | | | |
| Stock-based compensation | 29,377 | | | 78,738 | | | |
| Change in fair value of warrants and amortization of warrants | — | | | 19 | | | |
| Accretion, net of amortization | (1,312) | | | (1,342) | | | |
| Change in accrued interest earned | 90 | | | 726 | | | |
| Net realized gains on investment securities | (29) | | | (625) | | | |
| | | | | |
| | | | | |
| | | | | |
| Changes in operating assets and liabilities: | | | | | |
| Accrued retrospective premiums | (10,565) | | | (4,317) | | | |
| Prepaid expenses | 1,271 | | | 707 | | | |
| Other assets | (9,083) | | | (10,451) | | | |
| Healthcare receivables | (247) | | | (6,402) | | | |
| Unpaid claims | 115,851 | | | (15,939) | | | |
| Accounts payable and accrued expenses | (2,397) | | | (1,626) | | | |
| Accrued salaries and benefits | 20,754 | | | (1,919) | | | |
| Other liabilities | (3,707) | | | (1,388) | | | |
| | | | | |
| | | | | |
| Net cash provided by operating activities | 203,462 | | | 1,218 | | | |
| Cash flows from investing activities: | | | | | |
| Purchases of short-term investments, available-for-sale, and held-to-maturity securities | (73,053) | | | (98,991) | | | |
| Proceeds from sales of short-term investments and available-for-sale securities | 57,240 | | | 113,707 | | | |
| Proceeds from maturities of short-term investments and available-for-sale securities | 10,271 | | | 25,801 | | | |
| Purchases of property and equipment | (2,434) | | | (1,446) | | | |
| Net cash (used in) provided by investing activities | (7,976) | | | 39,071 | | | |
| Cash flows from financing activities: | | | | | |
| Issuance of common stock, net of early exercise liability | 3,409 | | | 668 | | | |
| Issuance of common stock under employee stock purchase plan, net of stock issuance costs | 551 | | | 555 | | | |
| Cash paid for shares withheld related to stock-based compensation | (9,680) | | | (27,702) | | | |
| | | | | |
| Repurchases of common stock | — | | | (18,298) | | | |
| Net cash used in financing activities | (5,720) | | | (44,777) | | | |
| Net increase (decrease) in cash and cash equivalents | 189,766 | | | (4,488) | | | |
| Cash and cash equivalents, beginning of period | 78,301 | | | 194,543 | | | |
| Cash and cash equivalents, end of period | $ | 268,067 | | | $ | 190,055 | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | |
| | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| CLOVER HEALTH INVESTMENTS, CORP. |
OPERATING SEGMENT |
(in thousands) |
| (unaudited) |
| | | | | | | | | | | | |
| | Three Months Ended
September 30, | | Nine Months Ended
September 30, | | | | |
| Insurance Segment | | 2026 | | 2025 | | 2026 | | 2025 | | | | |
| Premiums earned, net (net of ceded premiums) | | $ | 748,784 | | | $ | 479,128 | | | $ | 2,230,740 | | | $ | 1,405,860 | | | | | |
| Less: | | | | | | | | | | | | |
| Net medical claims incurred | | 654,093 | | | 428,855 | | | 1,879,515 | | | 1,190,954 | | | | | |
| Segment gross profit | | $ | 94,691 | | | $ | 50,273 | | | $ | 351,225 | | | $ | 214,906 | | | | | |
| | | | | | | | | | | | |
Reconciliation: | | | | | | | | | | | | |
| Elimination of intersegment profits | | $ | 24,638 | | | $ | 5,382 | | | $ | 70,247 | | | $ | 36,047 | | | | | |
| Other income | | 10,520 | | | 17,522 | | | 20,920 | | | 30,741 | | | | | |
| Salaries and benefits | | (55,973) | | | (48,195) | | | (167,174) | | | (168,526) | | | | | |
| General and administrative expenses | | (66,831) | | | (48,953) | | | (211,759) | | | (148,112) | | | | | |
| Depreciation and amortization | | (610) | | | (406) | | | (1,689) | | | (1,266) | | | | | |
| Change in fair value of warrants | | — | | | — | | | — | | | (19) | | | | | |
Net income (loss) | | $ | 6,435 | | | $ | (24,377) | | | $ | 61,770 | | | $ | (36,229) | | | | | |
| | | | | | | | | | | | | | | | | | | | | | | |
CLOVER HEALTH INVESTMENTS, CORP. |
| RECONCILIATION OF NON-GAAP FINANCIAL MEASURES |
CONSOLIDATED GROSS PROFIT (NON-GAAP) RECONCILIATION |
(in thousands)(1) |
(unaudited) |
| | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Net income (loss) (GAAP): | $ | 6,435 | | | $ | (24,377) | | | $ | 61,770 | | | $ | (36,229) | |
Adjustments: | | | | | | | |
| Salaries and benefits | 55,973 | | | 48,195 | | | 167,174 | | | 168,526 | |
| General and administrative expenses | 66,831 | | | 48,953 | | | 211,759 | | | 148,112 | |
| Depreciation and amortization | 610 | | | 406 | | | 1,689 | | | 1,266 | |
| | | | | | | |
| Change in fair value of warrants | — | | | — | | | — | | | 19 | |
| | | | | | | |
| Consolidated Gross profit (non-GAAP) | $ | 129,849 | | | $ | 73,177 | | | $ | 442,392 | | | $ | 281,694 | |
(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
September 30, | | Nine Months Ended
September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Salaries and benefits | $ | 55,973 | | | $ | 48,195 | | | $ | 167,174 | | | $ | 168,526 | |
| General and administrative expenses | 66,831 | | | 48,953 | | | 211,759 | | | 148,112 | |
| Total SG&A (GAAP) | 122,804 | | | 97,148 | | | 378,933 | | | 316,638 | |
| Adjustments: | | | | | | | |
| Stock-based compensation | (8,022) | | | (26,106) | | | (29,377) | | | (78,738) | |
| Non-recurring legal expenses and settlements | (983) | | | 24 | | | (4,387) | | | (1,234) | |
| Adjusted SG&A (non-GAAP) | $ | 113,799 | | | $ | 71,066 | | | $ | 345,169 | | | $ | 236,666 | |
| | | | | | | |
| Total revenues (GAAP) | $ | 759,304 | | | $ | 496,650 | | | $ | 2,251,660 | | | $ | 1,436,601 | |
| Adjusted SG&A (non-GAAP) as a percentage of Total revenues | 15.0 | % | | 14.3 | % | | 15.3 | % | | 16.5 | % |
(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
September 30, | | Nine Months Ended
September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Net income (loss) (GAAP): | $ | 6,435 | | | $ | (24,377) | | | $ | 61,770 | | | $ | (36,229) | |
| Adjustments: | | | | | | | |
| | | | | | | |
| Depreciation and amortization | 610 | | | 406 | | | 1,689 | | | 1,266 | |
| Change in fair value of warrants | — | | | — | | | — | | | 19 | |
| | | | | | | |
| Stock-based compensation | 8,022 | | | 26,106 | | | 29,377 | | | 78,738 | |
| | | | | | | |
| | | | | | | |
| Non-recurring legal expenses and settlements | 983 | | | (24) | | | 4,387 | | | 1,234 | |
| | | | | | | |
| Adjusted EBITDA (non-GAAP) | $ | 16,050 | | | $ | 2,111 | | | $ | 97,223 | | | $ | 45,028 | |
(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 INCOME (NON-GAAP) RECONCILIATION |
(in thousands)(1) |
| (unaudited) |
| | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Net income (loss) (GAAP): | $ | 6,435 | | | $ | (24,377) | | | $ | 61,770 | | | $ | (36,229) | |
| Adjustments: | | | | | | | |
| Stock-based compensation | 8,022 | | | 26,106 | | | 29,377 | | | 78,738 | |
| | | | | | | |
| Non-recurring legal expenses and settlements | 983 | | | (24) | | | 4,387 | | | 1,234 | |
| Adjusted Net income (non-GAAP) | $ | 15,440 | | | $ | 1,705 | | | $ | 95,534 | | | $ | 43,743 | |
(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) RECONCILIATION |
(in thousands)(1) |
(unaudited) |
| | | | | | | |
| Three Months Ended
September 30, | | Nine Months Ended
September 30, |
| 2026 | | 2025 | | 2026 | | 2025 |
| Net medical claims incurred (GAAP) | $ | 629,455 | | | $ | 423,473 | | | $ | 1,809,268 | | | $ | 1,154,907 | |
| Adjustments: | | | | | | | |
Intersegment eliminations(2) | 24,638 | | | 5,382 | | | 70,247 | | | 36,047 | |
| Insurance net medical claims incurred (GAAP) | $ | 654,093 | | | $ | 428,855 | | | $ | 1,879,515 | | | $ | 1,190,954 | |
| Adjustments: | | | | | | | |
| Quality improvements | 27,822 | | | 19,341 | | | 92,505 | | | 66,244 | |
| Insurance Benefits Expense (non-GAAP) | $ | 681,915 | | | $ | 448,196 | | | $ | 1,972,020 | | | $ | 1,257,198 | |
| | | | | | | |
| Premiums earned, net (GAAP) | $ | 748,784 | | | $ | 479,128 | | | $ | 2,230,740 | | | $ | 1,405,860 | |
| Insurance Benefits Expense Ratio (non-GAAP) | 91.1 | % | | 93.5 | % | | 88.4 | % | | 89.4 | % |
(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. |
(2) Represents amounts paid by the Insurance segment to the Company's non-insurance subsidiaries for medical and administrative services at contracted rates, which are eliminated in consolidation. |
| | | | | | | |
| | | | | | | |
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 income (loss) 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 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 non-recurring legal expenses and settlements 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 income (loss) 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 income - A Non-GAAP financial measure defined by us as net income (loss) 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 income 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 income 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 - 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.
