Clover Health Investments, Corp 8-K Filings

CLOVER HEALTH INVESTMENTS, CORP. (CLOV) furnished a supplemental shareholder Q&A alongside its second quarter 2026 results, expanding on its business model, technology platform and outlook. Management highlights that members in year three generate ~$155 PMPM more insurance gross profit than in year one, and that Clover Assistant–managed members show an ~18% better medical cost ratio by year three versus non–Clover Assistant members. Clinical analyses in chronic kidney disease show CA-powered care associated with diagnosis 18 months earlier, at an average GFR of 52.6 vs. 46.5 mL/min, and a slowing of kidney function decline from 4.6 to 1.3 mL/min per year, about a 72% slower rate.

The company notes that ~49% of its membership is still in years one and two of maturity, emphasizing potential cohort improvement over time under its full-risk model. It reports Medicare Advantage market share in New Jersey of ~31% on an individual non-SNP basis and reiterates a strategy of deepening density in core markets like New Jersey and Georgia while scaling its Counterpart Health platform. Clover states that its PPO and HMO plans are rated 4.5 Stars for the 2027 payment year and that it is actively litigating an appeal related to Star ratings, while focusing on expanding Clover Assistant adoption, AI-driven operating efficiencies and long-term earnings potential.

Clover Health Investments reported results for the quarter ended June 30, 2026. Total revenues were $743.2 million, up 55.6% year-over-year, driven by Medicare Advantage growth. GAAP net income was $28.0 million, compared with a net loss of $10.6 million a year earlier, and diluted earnings per share were $0.05.

Average Medicare Advantage membership reached 156,840, up 48.7%, with 157,309 insurance members at June 30, 2026. Consolidated Gross profit (non-GAAP) was $153.0 million, up 53.6%, and Adjusted EBITDA was $40.9 million, up 139.2% year-over-year. Insurance Benefits Expense Ratio was 87.6%, an 80-basis-point improvement.

The company raised full-year 2026 guidance to total revenues of $2.92–$3.00 billion, Consolidated Gross profit of $525–$555 million, Adjusted EBITDA of $70–$85 million, GAAP net income of $20–$35 million, and average Medicare Advantage membership of 156,000–158,000. Cash, cash equivalents, and investments totaled $443.0 million at June 30, 2026.

Clover Health Investments, Corp. reports a cybersecurity incident involving anomalous login activity detected on July 4, 2026 on certain information systems. An investigation, supported by third-party cybersecurity experts, determined that a threat actor accessed three non-managerial health plan employee accounts through social engineering.

The affected accounts were used for member visit-scheduling and broker-facing sales functions and had access to some personally identifiable information and protected health information, but no access to corporate financial or claims systems. Clover Health states that its rapid response contained and terminated the unauthorized access and, based on information currently available, it does not believe the incident has had, or is reasonably likely to have, a material impact on its business, financial condition, or results of operations. The company has notified law enforcement, is further hardening its IT environment, and will provide required notifications, including to impacted members, once its assessment of the scope and nature of any data access is complete.

Clover Health Investments reported that the Centers for Medicare & Medicaid Services (CMS) has increased key quality ratings for its Medicare Advantage plans, which affect payments for 2027. CMS now shows the company’s PPO contract H5141 at 4.5 Stars for payment year 2027, up from 3.5 Stars in the 2026 Star Rating.

In addition, CMS’s updated guidance and system display that the 2026 Star Rating for Clover’s HMO contract H8010 has risen from 4.0 Stars to 4.5 Stars, also impacting payment year 2027 Quality Bonus Payments. These higher star ratings can support stronger revenue potential and competitiveness in the Medicare Advantage market.

Clover Health Investments, Corp. reported that on June 15, 2026, Brady Priest decided to step down as Chief Executive Officer of Clover Care Services, its home-care business, effective July 3, 2026. The company will not name a new CEO for this unit. Instead, Priest’s prior responsibilities will be reorganized and distributed among members of Clover Health’s existing executive leadership team to more closely integrate Clover Care Services with the broader business. The company stated that Priest’s departure is not due to any disagreement regarding operations, policies, or practices. Clover also included standard forward-looking statement language emphasizing that anticipated benefits from the new organizational structure are subject to risks and uncertainties outlined in its SEC filings.

Clover Health Investments, Corp. reported results from its 2026 annual stockholder meeting held virtually on June 10, 2026. Stockholders elected three Class II directors — Demetrios L. Kouzoukas, Andrew Toy, and Thomas L. Tran — to serve until the 2029 annual meeting.

Stockholders approved, on a non-binding advisory basis, the 2025 compensation of the company’s named executive officers, with over one billion votes cast in favor. They also ratified Ernst & Young LLP as independent registered public accounting firm for the fiscal year ending December 31, 2026.

Clover Health Investments, Corp. reports a favorable court outcome that changes a key Medicare Star Rating. A federal court set aside the prior 3.5 Star Rating for Clover Insurance Company’s Contract H5141 and ordered the Centers for Medicare & Medicaid Services to recalculate it.

CMS has now revised the 2026 Star Rating for Contract H5141 to 4.5 Stars and asked Clover to submit alternate bids at that level for Payment Year 2027. This PPO contract covers over 97% of Clover’s members, so the change affects most of its Medicare Advantage business. Clover’s HMO plan, Contract H8010, keeps its previously reported 4.0 Star Rating for 2026.

Clover Health Investments, Corp. furnished a supplemental Q&A alongside its first quarter 2026 earnings communication, addressing how its Clover Assistant technology, care models, and strategy support financial performance and long-term outlook. Management highlights that members whose physicians use Clover Assistant show about an 8% improvement in medical cost ratio after year one, widening to roughly 20% by year four, which they say supports margin expansion as cohorts mature. The Q&A describes rapid growth in Clover Care Services enrollment, seasonal patterns in Medicare Advantage profitability, a deliberate decision to slow in-year membership growth after more than 50% year-over-year membership expansion, and a focus on retention and cohort maturation to reach targeted GAAP profitability in 2026. It also discusses building market density in New Jersey, scaling the Counterpart Assistant platform with improved interoperability and AI, and clarifies that a recent Form S-8 is a routine registration for equity compensation rather than a new capital raise.

Clover Health reported a strong first quarter of 2026, delivering its first positive GAAP net income while growing rapidly. Total revenues reached $749.2 million, up 62.1% year-over-year, and GAAP net income was $27.3 million versus a small loss a year earlier, or $0.05 per diluted share.

Consolidated Gross profit rose to $159.5 million, up 46.5%, and Adjusted EBITDA increased to $40.3 million, up 56.2%. Medicare Advantage membership averaged 154,607, up 51.6%, with 155,773 insurance members at March 31, 2026. Management reaffirmed a growth-focused outlook, guiding 2026 revenues to $2.81–$2.92 billion, Consolidated Gross profit to $470–$510 million, Adjusted EBITDA to $50–$70 million, and GAAP net income to between $0 and $20 million, implying a full year of profitability.

Clover Health Investments announced a planned transition in its finance leadership. Chief Financial Officer Peter Kuipers has stepped down from his roles as CFO, principal financial officer, and principal accounting officer, while remaining in an advisory capacity through April 24, 2026 to support the handoff.

The board appointed Clay Thornton, currently CFO of Clover’s insurance plan, as Interim Chief Financial Officer and principal financial officer, and named Joseph (Joe) Oldakowski as principal accounting officer. The company states that Kuipers’ departure does not reflect any disagreement on operations, policies, or practices, and it reiterates its most recently issued financial guidance for full year 2026.

Clover Health Investments, Corp. filed an amended report furnishing a supplemental shareholder Q&A that expands on its fourth quarter 2025 earnings communication. Management emphasizes that its 2026 guidance is anchored on achieving positive full-year GAAP net income, positioning this as proof of structural earnings power in its Medicare Advantage model.

The Q&A explains that strong member retention, a 4-Star payment year in 2026, cohort maturation, and deeper use of the Clover Assistant technology are expected to support improving unit economics. Clover describes its approach as focused on disciplined underwriting, operating leverage and medical cost performance rather than relying on favorable reimbursement changes.

The company also discusses pausing most broker commissions from January 1, 2026 outside selected New Jersey plans to prioritize onboarding quality and provider integration, outlines a strategy to improve Star Ratings, and highlights Counterpart Health as an asset-light, technology-driven platform built on Clover Assistant to help external partners manage risk and care more effectively over time.

Clover Health Investments, Corp. furnished an update to investors by publishing written responses to a selection of frequently asked supplemental questions related to its fourth quarter 2025 earnings announcement. The company aims to further engage its shareholder base through this additional Q&A material.

The supplemental shareholder questions and answers are included as Exhibit 99.1 to this report and are also available in the investor relations section of the company’s website. This information is furnished under Regulation FD and is not deemed filed for liability purposes under the Exchange Act.

Clover Health Investments reported strong growth for 2025 but remained unprofitable on a GAAP basis while turning profitable on key non-GAAP metrics and setting targets for 2026 profitability. Full-year 2025 Medicare Advantage membership reached 113,803, up 38%, and total revenues were $1.9 billion, up 40% year-over-year. The company recorded a 2025 GAAP net loss of $86 million, but delivered $22 million of Adjusted EBITDA and $20 million of Adjusted Net Income from continuing operations, indicating an improved underlying earnings profile despite reported losses. Cash, cash equivalents, and investments totaled $319.9 million at year-end, down from $437.6 million a year earlier.

For full-year 2026, Clover Health guides to total revenues between $2.81 billion and $2.92 billion, consolidated gross profit of $470–$510 million, Adjusted EBITDA of $50–$70 million, and GAAP net income between $0 and $20 million, which would mark its first full year of GAAP profitability. Average Medicare Advantage membership is expected to rise to 154,000–158,000, about 46% growth at the midpoint, as the company leans on its Clover Assistant technology and wide-network PPO strategy.

Clover Health Investments, Corp. reported that CEO Andrew Toy will present at the 43rd Annual J.P. Morgan Healthcare Conference on January 15, 2026, with a live webcast available through the company’s investor relations website. The slide deck for this event is furnished as an exhibit.

The company also issued a press release on January 14, 2026 announcing preliminary Medicare Advantage Annual Election Period results, which is likewise furnished as an exhibit. The accompanying materials include forward-looking statements discussing expected 2026 GAAP net income profitability, the impact of a 4.0 Stars rating for Clover’s PPO Medicare Advantage plans for payment year 2026, its 2026 financial outlook, membership growth and retention, Clover Assistant usage and investment, CMS’ 2026 rate update, Part D direct subsidies, and cost efficiency initiatives, all subject to significant risks and uncertainties.

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.

Clover Health Investments, Corp. furnished an 8-K stating it issued a press release announcing financial results for the third quarter ended September 30, 2025. The press release is included as Exhibit 99.1.

The information in Item 2.02, including Exhibit 99.1, is furnished and not deemed filed under Section 18 of the Exchange Act, and is not incorporated by reference into other filings except as specifically referenced.

Clover Health Investments (CLOV) announced that Chelsea Clinton resigned from its Board of Directors and its Talent and Compensation and Nominating and Corporate Governance Committees, effective October 31, 2025. The company states her decision was not due to any disagreement regarding operations, policies, or practices.

The Board’s authorized size remains nine directors, and it will continue to operate with two vacant seats following her departure. The Board intends to fill the vacancy as soon as practicable.

Clover Health Investments, Corp. furnished an update on quality ratings for its Medicare Advantage plans following the Centers for Medicare & Medicaid Services release of 2026 Star Ratings. CMS awarded the Company’s PPO Medicare Advantage plans 3.5 Stars and its HMO Medicare Advantage plan 4.0 Stars. These 2026 Star Ratings will be used by CMS to determine payments for the Company’s Medicare Advantage plans for the 2027 payment year. The details were provided in a press release furnished as an exhibit to this report.

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.