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  4. [8-K] Clover Health Investments, Corp Reports Material Event

Clover Health publishes investor Q&A; Executive Chairman issues separate responses

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

Clover Health Investments, Corp. published written responses to a selection of shareholder questions submitted before its second-quarter 2025 earnings announcement to increase engagement with its investor base. The company furnished those responses as Exhibit 99.1, and the Co‑Founder and Executive Chairman, Vivek Garipalli, provided separate written responses furnished as Exhibit 99.2. Both exhibits are furnished with the Current Report and are also available on the company’s investor relations website. The company states these materials are furnished for disclosure purposes and are not "filed" for Section 18 purposes and are not incorporated by reference into other filings except by specific reference.

Positive

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Negative

  • None.

Insights

TL;DR: Routine investor engagement via published Q&A enhances transparency but carries limited legal effect since materials are furnished, not filed.

The company’s action is a standard investor‑relations disclosure: publishing a curated shareholder Q&A and separate executive responses signals proactive engagement ahead of an earnings event. Making the materials available on the IR site increases accessibility for retail and institutional holders. However, the explicit statement that the exhibits are "furnished" and not "filed" limits their formal incorporation into regulatory filings, which reduces their enforceability as filed disclosures.

TL;DR: Governance practice shows openness in communication but preserves legal safeguards by not incorporating the Q&As into filed reports.

Providing both a shareholder Q&A (Exhibit 99.1) and an executive chairman Q&A (Exhibit 99.2) reflects a governance focus on investor dialogue. The remote‑first disclosure about not maintaining a headquarters clarifies contact procedures for shareholders. The company’s explicit reservation that the materials are not "filed" protects against unintended incorporation; investors should view the content as informative rather than as a formal amendment to prior filings.

Item 7.01 Regulation FD Disclosure Disclosure
Material non-public information disclosed under Regulation Fair Disclosure, often investor presentations or guidance.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What did CLOV disclose in this Current Report?
The company furnished a selection of shareholder questions and written responses as Exhibit 99.1 and separate written responses from the Executive Chairman as Exhibit 99.2.

Are the Q&A exhibits considered filed SEC disclosures for CLOV?
No. The company states the information (including Exhibits 99.1 and 99.2) is furnished and shall not be deemed "filed" for Section 18 purposes nor incorporated by reference except by specific reference.

Where can investors find the shareholder Q&A and chairman responses for CLOV?
The Q&A exhibits are furnished with the Current Report and are also available on CLOV’s investor relations website.

Who provided the separate executive responses included in the filing?
The separate executive responses were provided by Vivek Garipalli, the company’s Co‑Founder and Executive Chairman, and are furnished as Exhibit 99.2.

How can shareholders contact CLOV for communications or service of process?
As a remote‑first company without a headquarters, shareholders may send communications to the company email secretary@cloverhealth.com or to the company’s agent for service of process.
FALSE0001801170CLOVER HEALTH INVESTMENTS, CORP. /DE00018011702025-08-112025-08-11

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): August 11, 2025

CLOVER HEALTH INVESTMENTS, CORP.

(Exact name of Registrant as Specified in Its Charter)

Delaware
001-3925298-1515192
(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 shareCLOVThe 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 August 11, 2025, Clover Health Investments, Corp. (the “Company”) published a list of responses to a selection of frequently asked shareholder questions submitted prior to the Company's second quarter 2025 earnings announcement in order to further engagement with the Company's shareholder base. The shareholder questions and the Company's accompanying written responses are furnished as Exhibit 99.1 to this Current Report on Form 8-K (the "Form 8-K"), and are also available on the investor relations section of the Company's website. The Company's Co-Founder and Executive Chairman, Vivek Garipalli, has separately responded to select shareholder questions, and those accompanying written responses are furnished as Exhibit 99.2 to the Form 8-K.
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"), 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
Shareholder Q&A dated, August 11, 2025
99.2
Executive Chairman's Q&A, dated August 11, 2025
104Cover 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:August 11, 2025By:/s/ Peter Kuipers
Name:Peter Kuipers
Title:Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Source: View Original Filing on SEC EDGAR