CLOVER HEALTH INVESTMENTS, CORP. /DE (CLOV) SEC Filings, May-Jun 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.

Wai Conrad, an officer of Clover Health Investments, reported an open-market sale of 220,426 shares of Class A Common Stock at an average price of $3.99 per share. The sale was effected under a Rule 10b5-1 trading plan adopted on March 3, 2025.

The shares were sold by a family trust for the benefit of his family, where he serves as co-trustee. Following these transactions, he holds 1,169,914 shares directly and 1,390,056 shares indirectly through the trust, so he continues to maintain a significant stake.

Clover Health Investments director Carladenise Armbrister Edwards reported an open-market sale of 67,160 shares of Class A Common Stock. The weighted average sale price was about $3.42 per share, with individual trades between $3.41 and $3.43. Following the sale, she directly holds 285,432 shares.

Clover Health Investments’ interim CFO Joseph Clay reported a routine tax-withholding transaction related to restricted stock units. On May 16, 2026, 16,942 shares of Class A Common Stock were automatically withheld at $3.47 per share to cover tax obligations from RSU vesting.

The withheld shares reflect 6.25% of the original RSU grant made on February 16, 2024. The remaining RSUs are scheduled to vest quarterly in equal 6.25% installments until February 16, 2028, subject to Joseph Clay’s continued service. After this transaction, he directly holds 1,217,584 Class A shares.

Morgan Stanley Smith Barney LLC submitted a Form 144 notice reporting proposed sales of Common Stock. The filing lists 01/03/2025 restricted shares of 6,185 and 01/06/2026 restricted shares of 60,975. The entries identify the securities as Restricted Stock and the transaction venue as NASDAQ.

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 Investments executive Brady Patrick Priest, CEO of Clover Care Services, reported an open-market sale of 98,039 shares of Class A common stock at $3.52 per share. After this transaction, he directly holds 2,040,222 shares, indicating he retains a substantial equity position.