FALSE0001801170CLOVER HEALTH INVESTMENTS, CORP. /DE00018011702025-01-142025-01-14
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): January 14, 2026
CLOVER HEALTH INVESTMENTS, CORP.
(Exact name of Registrant as Specified in Its Charter)
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Delaware | 001-39252 | 98-1515192 |
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer |
of Incorporation) | | Identification No.) |
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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:
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| | 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 December 16, 2025, Clover Health Investments, Corp. (the “Company”) issued a press release announcing that its Chief Executive Officer, Andrew Toy, will present at the 43rd Annual J.P. Morgan Healthcare Conference on Thursday, January 15, 2026, at 11:15 a.m. Eastern Time. A live webcast of the presentation will be accessible through the investor relations section of the Company’s website. The slide presentation to be used during the presentation is attached hereto as Exhibit 99.2 and incorporated herein by reference.
On January 14, 2026, the Company issued a press release announcing preliminary Medicare Advantage Annual Election Period ("AEP") results, a copy of which is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
The information set forth in this Item 7.01 (including Exhibit 99.1 and Exhibit 99.2) 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.
This Current Report on Form 8-K and accompanying exhibits (the "Form 8-K") contain 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 position, business strategy and future plans. 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,” “target,” “if,” “continue” or the negative of these words or other similar terms or expressions that concern Clover’s expectations, strategy, priorities, plans or intentions. Forward-looking statements in the Form 8-K include, but are not limited to, expected 2026 GAAP Net Income profitability and Clover’s anticipated financial results associated with CMS’ Stars rating of 4.0 for Clover’s PPO MA plans for payment year 2026, its 2026 financial outlook, future membership growth and retention, Clover assistant usage and investment, CMS’ 2026 rate update, Part D direct subsidies, and cost efficiency initiatives, as well as our expectations related to Clover’s GAAP Net Income, liquidity, future performance, future operations and future results. These statements are subject to known and unknown risks, uncertainties and other factors that may cause Clover Health’s actual results, levels of activity, performance or achievements to differ materially from results expressed or implied in this Form 8-K. 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 in Clover Health’s most recent Annual Report on Form 10-K, filed with the Securities and Exchange Commission (the “SEC”) on March 3, 2025, and in our subsequent filings with the SEC, in each case where relevant, including the Risk Factors sections therein, and in its other filings with the SEC. The forward-looking statements included in this Form 8-K 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 Form 8-K or to conform these statements to actual results or revised expectations.
Item 9.01. Financial Statements and Exhibits.
(d) List of Exhibits
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| Exhibit No. | Description |
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| 99.1 | Press release dated January 14, 2026 |
| 99.2 | Slide Presentation dated January 14, 2026 |
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) |
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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.
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| | | Clover Health Investments, Corp. |
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| Date: | January 14, 2026 | | By: | /s/ Peter Kuipers |
| | | Name: | Peter Kuipers |
| | | Title: | Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer) |
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