CLOVER HEALTH INVESTMENTS, CORP. /DE 10-K

Item 8. Financial Statements and Supplementary Data. Report of Independent Registered Public Accounting Firm To the Shareholders and the Board of Directors of Clover Health Investments, Corp. Opinion on the Financial Statements We have audited the accompanying consolidated balance sheets of Clover Health Investments, Corp. (the Company) as of December 31, 2024 and 2023, the related consolidated statements of operations and comprehensive loss , changes in stockholders' equity and cash flows for each of the three years in the period ended December 31, 2024, and the related notes and financial statement schedules listed in the Index at Item 15(a) (collectively referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2024 and 2023, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2024, in conformity with U.S. generally accepted accounting principles. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2024, based on criteria established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission ( 2013 framework), and our report dated March 3, 2025 expressed an unqualified opinion thereon . Basis for Opinion These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion. Critical Audit Matter The critical audit matter communicated below is a matter arising from the current period audit of the financial statements that was communicated or required to be communicated to the audit committee and that: (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective or complex judgments. The communication of the critical audit matter does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates. 73 Valuation of incurred but not reported reserves Description of the Matter As of December 31, 2024, the Company’s unpaid claims was $156.4 million, a significant portion is incurred but not reported reserves. As discussed in Notes 2 and 9 to the consolidated financial statements, the Company’s incurred but not reported (IBNR) liability is determined by using actuarial methods that include a number of factors and assumptions, including completion factors, which seek to measure the cumulative percentage of claims expense that have been paid as of the reporting date based on historical claim payment patterns, and assumed medical cost trend factors, which represent an estimate of claims expense based on recent claims expense levels and medical cost levels. There is significant uncertainty inherent in determining management’s best estimate of completion and trend factors, which are used to calculate actuarial estimates of IBNR. Auditing management’s best estimate of the IBNR was complex and required the involvement of our actuarial specialists due to the highly judgmental nature of completion and trend factor assumptions used in the valuation process. These assumptions have a significant effect on the valuation of the IBNR liability. How We Addressed the Matter in Our Audit We obtained an understanding, evaluated the design and tested the operating effectiveness of controls over the Company’s actuarial process for estimating the liability for incurred but not reported reserves. These audit procedures included among others, testing management review controls over the application of the actuarial assumptions within the reserve models and the review and approval processes that management has in place for estimating the liability for incurred but not reported reserves. To test the Company’s liability for IBNR, our audit procedures included, among others, testing the completeness and accuracy of data used in the calculation by testing reconciliations of underlying claims and membership data recorded in source systems to the actuarial reserving calculations, and comparing a sample of claims to source documentation. We involved actuarial specialists to assist with our audit procedures, which included, among others, evaluating the methodologies and assumptions applied by the Company in determining the IBNR and independently calculating a range of IBNR estimates for comparison to management’s actuarial best estimate of the IBNR. Additionally, we performed a review of the prior period IBNR liabilities to subsequent claims development. /s/ Ernst & Young LLP We have served as the Company’s auditor since 2018. New York, New York March 3, 2025 74 CLOVER HEALTH INVESTMENTS, CORP. CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share amounts) December 31, 2024 December 31, 2023 Assets Current assets Cash and cash equivalents $ 194,543 $ 116,407 Short-term investments — 12,218 Investment securities, available-for-sale (Amortized cost: 2024: $ 27,153 ; 2023: $ 101,412 ) 26,997 100,702 Investment securities, held-to-maturity (Fair value: 2024: $ 15 ; 2023: $ 6,778 ) 15 6,902 Accrued retrospective premiums 41,253 22,076 Healthcare receivables 51,539 64,164 Prepaid expenses 13,174 14,418 Other assets, current 15,603 18,612 Assets related to discontinued operations (Note 22) — 72,471 Total current assets 343,124 427,970 Investment securities, available-for-sale (Amortized cost: 2024: $ 203,147 ; 2023: $ 121,868 ) 201,719 120,208 Investment securities, held-to-maturity (Fair value: 2024: $ 13,913 ; 2023: $ 692 ) 14,343 793 Property and equipment, net 5,307 5,082 Other intangible assets 2,990 2,990 Other assets, non-current 13,259 13,628 Total assets $ 580,742 $ 570,671 Liabilities and Stockholders' Equity Current liabilities Unpaid claims $ 156,396 $ 137,100 Accounts payable and accrued expenses 34,564 37,184 Accrued salaries and benefits 19,090 20,951 Other liabilities, current 3,466 5,781 Liabilities related to discontinued operations (Note 22) — 60,099 Total current liabilities $ 213,516 $ 261,115 Other liabilities, non-current 26,083 23,162 Total liabilities $ 239,599 $ 284,277 Commitments and Contingencies (Note 13) Stockholders' equity Class A Common Stock, $ 0.0001 par value; 2,500,000,000 shares authorized at December 31, 2024 and December 31, 2023; 414,493,051 and 401,183,882 issued and outstanding at December 31, 2024 and December 31, 2023, respectively 41 40 Class B Common Stock, $ 0.0001 par value; 500,000,000 shares authorized at December 31, 2024 and December 31, 2023; 89,032,305 and 87,867,732 issued and outstanding at December 31, 2024 and December 31, 2023, respectively 9 9 Additional paid-in capital 2,576,471 2,461,238 Accumulated other comprehensive loss ( 1,584 ) ( 2,370 ) Accumulated deficit ( 2,202,803 ) ( 2,159,794 ) Less: Treasury stock, at cost; 18,752,947 and 7,912,750 shares held at December 31, 2024 and December 31, 2023, respectively ( 30,991 ) ( 12,729 ) Total stockholders' equity 341,143 286,394 Total liabilities and stockholders' equity $ 580,742 $ 570,671 The accompanying notes are an integral part of these consolidated financial statements. 75 CLOVER HEALTH INVESTMENTS, CORP. CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Dollars in thousands, except per share and share amounts) Year ended December 31, 2024 2023 2022 Revenues: Premiums earned, net (Net of ceded premiums of $ 399 , $ 444 , and $ 470 for the year ended December 31, 2024, 2023, and 2022, respectively) $ 1,344,881 $ 1,235,769 $ 1,084,869 Other income 26,250 24,774 11,683 Total revenues 1,371,131 1,260,543 1,096,552 Operating expenses: Net medical claims incurred 1,006,327 1,004,590 993,073 Salaries and benefits 232,454 257,157 278,725 General and administrative expenses 176,480 183,089 203,678 Impairment of goodwill and other intangible assets — 15,945 — Premium deficiency reserve benefit — ( 7,239 ) ( 93,517 ) Depreciation and amortization 1,331 2,509 1,187 Restructuring costs 288 9,821 — Other expense — — 70 Total operating expenses 1,416,880 1,465,872 1,383,216 Loss from continuing operations ( 45,749 ) ( 205,329 ) ( 286,664 ) Change in fair value of warrants 50 86 ( 900 ) Interest expense — 7 1,333 Amortization of notes and securities discounts — — 30 Loss (gain) on investment 467 4,726 ( 9,217 ) Gain on debt extinguishment on note payable — — ( 23,326 ) Net loss from continuing operations ( 46,266 ) ( 210,148 ) ( 254,584 ) Net income (loss) from discontinued operations 3,257 ( 3,213 ) ( 84,983 ) Net loss $ ( 43,009 ) $ ( 213,361 ) $ ( 339,567 ) Per share data: Basic and diluted weighted average number of class A and class B common shares and common share equivalents outstanding 490,018,730 482,176,127 476,244,262 Continuing operations: Basic and diluted loss per share $ ( 0.09 ) $ ( 0.44 ) $ ( 0.53 ) Discontinued operations: Basic and diluted earnings (loss) per share $ 0.01 $ ( 0.01 ) $ ( 0.18 ) Net unrealized gain (loss) on available-for-sale investments 786 7,004 ( 7,440 ) Comprehensive loss $ ( 42,223 ) $ ( 206,357 ) $ ( 347,007 ) The accompanying notes are an integral part of these consolidated financial statements. 76 CLOVER HEALTH INVESTMENTS, CORP. CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY (Dollars in thousands, except share amounts) Class A Common Stock Class B Common Stock Treasury Stock Additional paid-in capital Accumulated deficit Accumulated other comprehensive loss Total stockholders' equity Shares Amount Shares Amount Shares Amount Balance, December 31, 2021 352,645,626 $ 34 118,206,768 $ 12 14,730 $ ( 147 ) $ 2,154,187 $ ( 1,616,015 ) $ ( 1,934 ) $ 540,040 Stock issuance for exercise of stock options, net of early exercise liability 4,367,985 — — — — — 1,400 — — 1,400 Stock-based compensation — — — — — — 164,305 — — 164,305 Vested restricted stock units 2,974,581 — 1,677,873 — — — — — — — Vested performance stock units 8,951 — — — — — — — — — Unrealized holdings gain on investment securities, available-for-sale — — — — — — — — ( 7,440 ) ( 7,440 ) Conversion from class B common stock to class A common Stock 25,489,789 3 ( 25,489,789 ) ( 3 ) — — — — — — Treasury stock ( 2,058,022 ) — — — 2,058,022 ( 6,362 ) — — — ( 6,362 ) Issuance of common stock under employee stock purchase plan 569,808 — — — — — — — — — Activities from seek dissolution — — — — — — ( 735 ) — — ( 735 ) Derecognition of non-controlling interest — — — — — — — — — ( 3,903 ) Net loss — — — — — — — ( 339,567 ) — ( 339,567 ) Balance, December 31, 2022 383,998,718 $ 37 94,394,852 $ 9 2,072,752 $ ( 6,509 ) $ 2,319,157 $ ( 1,955,582 ) $ ( 9,374 ) $ 347,738 Change in accounting policy — — — — — — — 9,149 — 9,149 Adjusted balance, beginning of period 383,998,718 $ 37 94,394,852 $ 9 2,072,752 $ ( 6,509 ) $ 2,319,157 $ ( 1,946,433 ) $ ( 9,374 ) $ 356,887 Stock issuance for exercise of stock options, net of early exercise liability 79,189 — — — — — 34 — — 34 Stock-based compensation — — — — — — 140,931 — — 140,931 Vested restricted stock units 14,117,561 2 1,773,104 — — — — — — 2 Unrealized holdings gain on investment securities, available for sale — — — — — — — — 7,004 7,004 Conversion from class B common stock to class A common stock 8,300,224 1 ( 8,300,224 ) — — — — — — 1 Treasury stock ( 5,839,998 ) — — — 5,839,998 ( 6,220 ) — — — ( 6,220 ) Issuance of common stock under employee stock purchase plan 528,188 — — — — — 1,116 — — 1,116 Net loss — — — — — — — ( 213,361 ) — ( 213,361 ) Balance, December 31, 2023 401,183,882 $ 40 87,867,732 $ 9 7,912,750 $ ( 12,729 ) $ 2,461,238 $ ( 2,159,794 ) $ ( 2,370 ) $ 286,394 Stock issuance for exercise of stock options, net of early exercise liability 409,594 — — — — — 709 — — 709 Stock-based compensation — — — — — — 114,331 — — 114,331 Vested restricted stock units 22,671,645 2 1,781,633 — — — — — — 2 Unrealized holdings gain on investment securities, available for sale — — — — — — — — 786 786 Conversion from class B common stock to class A common stock 617,060 — ( 617,060 ) — — — — — — — Treasury stock ( 9,001,888 ) ( 1 ) — — 9,001,888 ( 16,490 ) — — — ( 16,491 ) Issuance of common stock under employee stock purchase plan 451,067 — — — — — 193 — — 193 Repurchases of common stock ( 1,838,309 ) — — — 1,838,309 ( 1,772 ) — — — ( 1,772 ) Net loss — — — — — — — ( 43,009 ) — ( 43,009 ) Balance, December 31, 2024 414,493,051 $ 41 89,032,305 $ 9 18,752,947 $ ( 30,991 ) $ 2,576,471 $ ( 2,202,803 ) $ ( 1,584 ) $ 341,143 The accompanying notes are an integral part of these consolidated financial statements. 77 CLOVER HEALTH INVESTMENTS, CORP. CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) Year ended December 31, 2024 2023 2022 Cash flows from operating activities: Net loss $ ( 43,009 ) $ ( 213,361 ) $ ( 339,567 ) Adjustments to reconcile net loss to net cash provided by (used in) operating activities: Depreciation and amortization expense 1,331 2,509 1,187 Amortization of notes and securities discounts and debt issuance costs — — 30 Stock-based compensation 114,331 140,931 164,305 Change in fair value of warrants and amortization of warrants 50 86 ( 900 ) Accretion, net of amortization ( 2,524 ) ( 4,014 ) ( 1,503 ) Accrued interest earned ( 571 ) — — Net realized (losses) gains on investment securities ( 480 ) ( 20 ) 267 Gain on extinguishment of note payable — — ( 23,326 ) Loss (gain) on investment 467 4,726 ( 9,217 ) Impairment of goodwill and other intangible assets — 15,945 — Premium deficiency reserve — ( 7,239 ) ( 93,517 ) Changes in operating assets and liabilities: Accrued retrospective premiums ( 19,177 ) ( 1,689 ) 14,536 Prepaid expenses 1,244 3,728 ( 3,415 ) Other assets 2,852 8,859 ( 8,208 ) Healthcare receivables 12,625 6,443 ( 22,565 ) Unpaid claims 19,296 ( 294 ) 1,077 Accounts payable and accrued expenses ( 2,620 ) 4,739 7,635 Accrued salaries and benefits ( 1,971 ) ( 2,901 ) 8,784 Other liabilities 606 6,404 ( 203 ) Net cash provided by (used in) operating activities from continuing operations 82,450 ( 35,148 ) ( 304,600 ) Net cash (used in) provided by operating activities from discontinued operations ( 47,605 ) ( 109,514 ) 100,674 Net cash provided by (used in) operating activities 34,845 ( 144,662 ) ( 203,926 ) Cash flows from investing activities: Purchases of short-term investments, available-for-sale, and held-to-maturity securities ( 201,241 ) ( 175,567 ) ( 369,396 ) Proceeds from sales of short-term investments and available-for-sale securities 83,673 60,436 13,348 Proceeds from maturities of short-term investments and available-for-sale securities 119,689 255,728 472,098 Acquisition of business, net of cash acquired — — ( 16,200 ) Purchases of property and equipment ( 1,556 ) ( 584 ) ( 4,467 ) Acquisition of Clover Therapeutics Series A preferred shares — — ( 250 ) Net cash provided by investing activities 565 140,013 95,133 Cash flows from financing activities: Issuance of common stock, net of early exercise liability 709 34 1,400 Issuance of common stock under employee stock purchase plan, net of stock issuance costs 193 1,116 — Treasury stock acquired ( 16,491 ) ( 6,220 ) ( 6,362 ) Repurchases of common stock ( 1,772 ) — — Net cash used in financing activities ( 17,361 ) ( 5,070 ) ( 4,962 ) Net increase (decrease) in cash and cash equivalents 18,049 ( 9,719 ) ( 113,755 ) Cash and cash equivalents, beginning of period 176,494 186,213 299,968 Cash and cash equivalents, end of period $ 194,543 $ 176,494 $ 186,213 Reconciliation of cash and cash equivalents and restricted cash Cash and cash equivalents (1) $ 194,543 $ 122,863 $ 103,791 Restricted cash (1) — 53,631 82,422 Total cash, cash equivalents, and restricted cash (1) $ 194,543 $ 176,494 $ 186,213 Supplemental disclosure of non-cash investing and financing activities Activities from Seek Dissolution $ — $ — $ 735 Right-of-use assets obtained in exchange for lease liabilities — — 642 Recognition of equity method investments and preferred stock — — 8,644 Derecognition of non-controlling interest — — 3,903 Conversion of Clover Therapeutics convertible note to preferred stock — — 250 (1) Includes all applicable amounts for both continuing and discontinued operations. The accompanying notes are an integral part of these consolidated financial statements. 78 CLOVER HEALTH INVESTMENTS, CORP. Notes to the Consolidated Financial Statements 1. Organization and Operations Clover Health Investments, Corp. (collectively with its affiliates and subsidiaries, "Clover" or the "Company") is focused on empowering physicians to identify, manage, and treat chronic diseases early. Clover has centered its strategy on building and deploying technology through its flagship software platform, Clover Assistant, to help America's seniors receive better care at lower costs. Clover aims to provide affordable, high-quality Medicare Advantage plans ("MA"), including Preferred Provider Organization ("PPO") and Health Maintenance Organization ("HMO") plans, through its regulated insurance subsidiaries. The Company's regulated insurance subsidiaries consist of Clover Insurance Company and Clover HMO of New Jersey Inc., which operate the Company's PPO and HMO health plans, respectively. Medical Service Professionals of NJ, LLC, houses Clover's employed physicians and the related support staff for Clover's in-home care program. Clover's administrative functions and insurance operations are primarily operated by its Clover Health, LLC and Clover Health Labs, LLC subsidiaries. On April 1, 2021, the Company's subsidiary, Clover Health Partners, LLC ("Health Partners"), began participating as a Direct Contracting Entity ("DCE") in the Global and Professional Direct Contracting Model ("DC Model") of the Centers for Medicare and Medicaid Services ("CMS"), an agency of the United States Department of Health and Human Services, through which the Company had previously provided care to aligned Medicare fee-for-service ("FFS") beneficiaries (the "Non-Insurance Beneficiaries") through the Company's prior participation in ACO REACH Program, as defined herein. CMS redesigned the DC Model and renamed it the Accountable Care Organization ("ACO") Realizing Equity, Access, and Community Health ("REACH") ("ACO REACH") Model effective January 1, 2023. On December 1, 2023, the Company notified CMS that it will no longer participate as a REACH ACO in the CMS ACO Reach Program, effective as of the end of the 2023 performance year. The Company’s exit from the ACO REACH Program follows its November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023, and was made after the Company determined that it is in the Company's best interest to fully exit the ACO REACH Program starting with the 2024 performance year. The activity recognized during 2024 relates to prior performance years with CMS and are presented in discontinued operations for all periods presented in the consolidated financial statements. See Note 22 for further discussion of discontinued operations. Clover's approach is to combine technology, data analytics, and preventive care to lower costs and increase the quality of health and life of Medicare beneficiaries. Clover's technology platform is designed to use machine learning-powered systems to deliver data and insights to physicians in order to improve outcomes for beneficiaries through the early identification and management of chronic disease and drive down costs. Clover's MA plans generally provide access to a wide network of primary care providers, specialists, and hospitals, enabling its members to see any doctor participating in Medicare willing to accept them. Clover focuses on minimizing members' out-of-pocket costs and offers many plans that allow members to pay the same co-pays for primary care provider visits regardless of whether their physician is in- or out-of-network. During the second quarter of 2024, the Company launched Counterpart Health, Inc., a subsidiary of the Company which houses a new Software-as-a-Service (“SaaS”) and Tech Enabled Services Solution to bring the power of CA Technology to external payors and providers serving the Medicare eligible population. This external offering aims to equip clinician users with the Company's already built, clinician-centric, and AI-powered care management platform. Strategically, Counterpart Health, Inc., a subsidiary of Clover Health, aims to extend the benefits of data-driven proven technology and personalized care to a wider audience, enabling enhanced patient outcomes and reduced healthcare costs across the nation. Counterpart Health is complementary to Clover Health, and enables the Company to deploy and expand the reach of its existing technology asset for new potential growth and high margin business opportunities, with low startup costs. 79 The Company was originally incorporated as a Cayman Islands exempted company on October 18, 2019, as a special purpose acquisition company under the name Social Capital Hedosophia Holdings Corp. III ("SCH"). On October 5, 2020, SCH entered into a Merger Agreement (the "Merger Agreement") with Clover Health Investments, Corp., a corporation originally incorporated on July 17, 2014, in the state of Delaware ("Legacy Clover"). Pursuant to the Merger Agreement, on January 7, 2021, Asclepius Merger Sub Inc., a Delaware corporation and a newly formed, wholly-owned subsidiary of SCH ("Merger Sub"), merged with and into Legacy Clover. The separate corporate existence of Merger Sub ceased, Legacy Clover survived and merged with and into SCH, with SCH as the surviving corporation, and SCH was redomesticated as a Delaware corporation and renamed Clover Health Investments, Corp. (the "2021 Business Combination"). The 2021 Business Combination was accounted for as a reverse recapitalization in accordance with generally accepted accounting principles in the United States ("GAAP"). Under the guidance in Accounting Standards Codification ("ASC") 805, Legacy Clover is treated as the "acquirer" for financial reporting purposes, Legacy Clover is deemed the accounting predecessor of the combined business, and Clover Health Investments, Corp., as the parent company of the combined business, is the successor Securities and Exchange Commission ("SEC") registrant, meaning that Legacy Clover's consolidated financial statements for previous periods are disclosed in periodic reports filed with the SEC. As a result of the 2021 Business Combination, there were simultaneous changes to Legacy Clover's convertible securities, warrants, and convertible preferred stock. The 2021 Business Combination has had a significant impact on the Company's reported financial condition and results of operations as a consequence of the reverse recapitalization. The 2021 Business Combination closed on January 7, 2021, and on the following day the Company's Class A Common Stock and then outstanding public warrants were listed on the NASDAQ for trading in the public market. 2. Summary of Significant Accounting Policies Basis of presentation The Company's consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, necessary for a fair presentation of its financial condition and its results of operations for the periods presented. All material intercompany balances and transactions have been eliminated in consolidating these financial statements. Investments over which the Company exercises significant influence, but do not control, are accounted for using the applicable accounting treatment based on the nature of the investment. Use of estimates The preparation of the consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the consolidated financial statements and the accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported claims. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of actual claims, or whether the assets supporting the liabilities will grow to the level the Company assumes prior to payment of claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to operations in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations, and financial condition. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of the Company's investment securities, other intangible assets, reinsurance, premium deficiency reserve, warrants, embedded derivative related to convertible securities, stock-based compensation, recoveries from third parties for coordination of benefits, Direct Contracting benchmark, specifically cost trend and risk score estimates that can develop over time, and final determination of medical cost adjustment pools. 80 Reclassifications Certain amounts in the prior year consolidated financial statements have been reclassified to conform to the current year presentation. These reclassification adjustments had no effect on the Company’s previously reported net loss. These include the following items: • Consolidated Balance Sheets - Other receivables & Surety bonds and deposits are now recognized within Other assets, current. Operating lease right-of-use assets and liabilities are recognized within Other assets, non-current and Other liabilities, non-current, respectively. Due to related parties is now recognized within Unpaid claims. Deferred revenue is now recognized within Other liabilities, current. • Consolidated Statements of Changes in Stockholders' Equity - Issuance of common stock under employee stock purchase plan activity is separately presented and no longer recognized within Issuance of common stock, net of early exercise liability. • Consolidated Statements of Cash Flows - All balance sheet reclassifications mentioned above are reflected in the corresponding line items of activity within the Consolidated Statements of Cash Flows. Issuance of common stock under employee stock purchase plan activity is separately presented and no longer recognized within Issuance of common stock, net of early exercise liability. Discontinued operations The results of operations for the Company's former Non-Insurance segment have been reclassified as discontinued operations for all periods presented in the Consolidated Statements of Operations and Comprehensive Loss. Assets and liabilities related to the Company's former Non-Insurance segment have been reclassified as discontinued operations for all periods presented in the Consolidated Balance Sheets. Furthermore, all cash flow related activity related to Non-Insurance has all been reclassified on the Consolidated Statements of Cash Flows. Refer to Note 22 "Discontinued Operations" for additional information. Deferred revenue Premiums earned, net is recognized as income in the period members are entitled to receive services, risk adjustment revenue, and other ancillary income. Premiums received in advance of the service period are reported as deferred revenue on the Consolidated Balance Sheets and recognized within Premiums earned, net once earned. Premiums anticipated to be received within twelve months based on the documented diagnostic criteria of the Company's members are estimated and included in revenue for the period including the member months for which the payment is designated by CMS. Equity method of accounting and variable interest entities Investments in entities in which the Company does not have control but its ownership falls between 20.0% and 50.0%, or it has the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method of accounting. The Company continuously assesses its partially-owned entities to determine if these entities are variable interest entities ("VIEs") and, if so, whether the Company is the primary beneficiary and, therefore, required to consolidate the VIE. To make this determination, the Company applies a qualitative approach to determine whether the Company has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. If the Company has an interest in a VIE but is determined to not be the primary beneficiary, the Company accounts for the interest under the equity method of accounting. When the Company's carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company's consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. Business Combinations The Company accounts for business acquisitions under ASC 805, Business Combinations . The total purchase consideration for an acquisition is measured as the fair value of the assets given, equity instruments issued and liabilities assumed at the acquisition date. Costs that are directly attributable to the acquisition are expensed as incurred. Identifiable assets (including intangible assets) and liabilities assumed (including contingent liabilities) in an acquisition are measured initially at their fair values at the acquisition date. The Company recognizes goodwill to the extent that the fair value of the total purchase consideration is in excess of the net fair value of the identifiable assets acquired and the liabilities assumed. The Company includes the results of operations of the acquired business in the consolidated financial statements beginning on the acquisition date. Segment information The Company operates as one reportable segment, Insurance. The Insurance segment provides PPO and HMO plans to Medicare Advantage members in several states. 81 Cash and cash equivalents Cash and cash equivalents include cash on hand, amounts due from banks, money market instruments and other highly liquid investments with original maturities of 90 days or less. The carrying values of these instruments approximate their respective fair value due to the short-term maturity of these investments. At December 31, 2024 and 2023, the Company had Cash and cash equivalents at financial institutions, which are insured by the Federal Deposit Insurance Corporation ("FDIC"). At times, balances may exceed the FDIC insured limits. Management believes that credit risk related to those balances is minimal. Investment securities Short-term investments Short-term investments consist of investments that the Company expects to convert into cash within one year of the balance sheet date, including time deposits and debt securities, which have original maturities greater than 90 days. Short-term investments are measured at their amortized cost. The carrying values of these instruments approximate their respective fair value due to the short-term maturity of these investments. Investment securities, available-for-sale Investment securities, which consist entirely of debt securities with fixed or determinable payments and fixed maturity dates, that the Company purchases that are not classified as held-to-maturity, are classified as available-for-sale financial assets. The Company's available-for-sale investments are U.S. Treasury fixed maturity securities, corporate debt, commercial paper, certificate of deposit, and agency bonds. Available-for-sale investments are measured at fair value, and unrealized gains and losses, if any, are recorded in other comprehensive loss, net of applicable income taxes, until realized from a sale or an expected credit loss is recognized. Investment securities, held-to-maturity Investment securities, which consist entirely of debt securities with fixed or determinable payments and fixed maturity dates, where the Company has a positive intent and ability to hold to maturity, are classified as held-to-maturity financial assets. The Company's held-to-maturity investments are comprised of U.S. Treasury fixed maturity securities. The held-to-maturity investments are measured at amortized cost using the effective interest method less impairment. Unrealized holding gains or losses are not recognized. Impairment of investment securities Effective January 1, 2021, the Company adopted the provisions of ASC 326 and modified its accounting policy for the assessment of available-for-sale and held-to-maturity securities for impairment, as further described below. Prior to January 1, 2021, the Company applied the other-than-temporary impairment model for available-for-sale securities in an unrealized loss position which did not result in impairments for 2020 or 2019. Beginning on January 1, 2021, the Company adopted ASC 326, which retained many similarities from the previous other-than-temporary impairment model but eliminated the consideration of the length of time over which the fair value had been less than cost. Additionally, under ASC 326, the expected losses on securities are recognized through an allowance for credit losses rather than as a reduction in the amortized cost of the security. The Company identifies securities that are in an unrealized loss position and could potentially have an impairment. This process involves monitoring market events that could impact issuers' credit ratings, business climate, management changes, litigation and government actions, and other similar factors. This process also involves monitoring late payments, downgrades by rating agencies, key financial ratios, consolidated financial statements, revenue forecasts and cash flow projections as indicators of credit risks. The Company considers relevant facts and circumstances in evaluating the impairment of a security. Relevant facts and circumstances considered include (1) the extent to which the fair value has been below cost or amortized cost, (2) adverse conditions specifically related to the financial condition of the issuer or to the industry, (3) geographic area of the issuer, or the underlying collateral of a security including the current and future impact of any specific events, (4) the payment structure of the security, (5) changes in credit rating of the security by the rating agencies, and (6) the volatility of the fair value changes. There are a number of significant risks and uncertainties inherent in the process of monitoring impairments. These risks and uncertainties include (1) the risk that management's assessment of an issuer's ability to meet all of its contractual obligations will change based on changes in the credit characteristics of that issuer, (2) the risk that the economic outlook will be worse than expected or have more of an impact on the issuer than anticipated, (3) erroneous information or fraudulent consolidated financial statements could be provided to the Company's management to determine the fair value estimates and impairments, and (4) the risk that new information obtained by the Company, or changes in other facts and circumstances, could lead the Company to change its intent to hold the security to maturity or until it recovers in value. Any of these situations could result in a charge to operations in a future period. 82 For available-for-sale securities whose fair value is less than their amortized cost that the Company does not intend to sell or is not required to sell, management evaluates the expected cash flows to be received as compared to amortized cost and determines if an expected credit loss has occurred. If an expected credit loss occurs, only the amount of the impairment related to the expected credit loss is recognized in income with the remainder, if any, of the loss recognized in other comprehensive loss. To the extent the Company has the intent to sell the security or it is more likely than not that the Company will be required to sell the security before recovery of the amortized cost basis, management recognizes an impairment loss in income in an amount equal to the full difference between the amortized cost basis and the fair value. Expected cash flows to be received are evaluated as compared to amortized cost to determine if a credit loss has occurred. The amount of the credit loss component of the security is estimated as the difference between the amortized cost and the present value of the expected cash flows of the security. In developing the expected recovery analysis for debt securities, the Company reviews business prospects, credit ratings and available information from asset managers and rating agencies for individual securities. The present value is determined using the best estimate of future cash flows discounted at the implicit interest rate at the date of purchase. For the years ended December 31, 2024, 2023, and 2022, there was no impairment loss reported. Held-to-maturity securities are evaluated for potential credit loss on a collective basis. The estimate of credit losses considers historical credit loss information that is adjusted for current conditions and reasonable and supportable forecasts. Allowance for expected credit losses The Company assesses outstanding receivables at each period for credit risk. The majority of receivables are from CMS, a United States government entity that presents very limited credit risk. Other income Other income consists of income from operating subleases, miscellaneous revenue, investment income, commissions, realized gains and losses, and software as a services ("SaaS") and tech-enabled services. Investment income includes interest, dividends received or accrued on investments, and realized gains or losses. Investment income is reported as earned and is presented net of related investment expenses and expected credit losses. Realized gains or losses are recognized based on the specific identification method. Purchases and sales are recorded on a trade-date basis. Fair value measurements Fair value is defined as the price that would be received upon the sale of an asset or paid to transfer a liability in an orderly transaction between willing, able and knowledgeable market participants at the measurement date. Fair value measurements are not adjusted for transaction costs. To determine the fair value of its investments, the Company utilizes third-party valuation service providers to gather, analyze and interpret market information and derive fair values based upon relevant methodologies and assumptions for individual instruments. Valuation service providers typically obtain data about market transactions and other key valuation model inputs from multiple sources and, through the use of widely accepted valuation models, provide a single fair value measurement for individual securities for which a fair value has been requested under the terms of service agreements. The inputs used by the valuation service providers include, but are not limited to, market prices from recently completed transactions and transactions of comparable securities, interest rate yield curves, credit spreads, currency rates and other market observable information, as applicable. The valuation models consider, among other things, observable market information as of the measurement date as well as the specific attributes of the security being valued including its term, interest rate, credit rating, industry sector and, when applicable, collateral quality and other issue or issuer specific information. When market transactions or other observable market data is limited, the extent to which judgment is applied in determining fair value is greatly increased. Assets and liabilities measured at fair value are categorized into a fair value hierarchy based on whether the inputs to valuation techniques are observable or unobservable. Observable inputs are those that market participants operating within the same marketplace as the Company would use in pricing the Company's assets or liabilities based on independently derived and observable market data. Unobservable inputs are inputs that cannot be sourced from a broad active market in which assets or liabilities identical or similar to those of the Company are traded. 83 The fair value hierarchy includes three levels of inputs based on the degree to which the exit price is independently observable or determinable that may be used to measure fair value as described below: Level 1 – Valuations are based on quoted (unadjusted) market prices in active markets for identical assets or liabilities. Since valuations are based on quoted prices that are readily and regularly available in an active market, valuation of these products does not entail a significant degree of judgment. An active market is defined as a market where transactions for the financial instrument occur with sufficient frequency and volume to provide pricing information on an ongoing basis; Level 2 – Valuations are based on observable inputs other than Level 1 prices such as quoted prices in active markets for similar assets or liabilities, quoted prices for identical or similar assets or liabilities in markets that are not active, or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities; Level 3 – Valuations are based on techniques that use significant inputs that are unobservable and reflect management's best estimate of what market participants would use when pricing the asset or liability, including assumptions about risk. The valuation of Level 3 assets and liabilities requires the greatest degree of judgment. These measurements may be made under circumstances in which there is little, if any, market activity for the asset or liability. The Company's assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment. In making the assessment, the Company considers factors specific to the asset or liability. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. In such cases, the level in the fair value hierarchy within which the fair value measurement is classified is determined based on the lowest level input that is significant to the fair value measurement in its entirety. Fair values of actively traded investments securities are based on quoted market prices. Fair values of other investment securities are based on quoted market prices of identical or similar securities or based on observable inputs, like interest rates generally using a market valuation approach, or, less frequently, an income valuation approach, and are generally classified as Level 2. The Company obtains at least one price for each security from a third-party pricing service. These prices are generally derived from recently reported trades for identical or similar securities, including adjustments through the reporting date based upon observable market information. When quoted prices are not available, the third-party pricing service may use quoted market prices of comparable securities or a discounted cash flow analysis, incorporating inputs that are currently observable in the markets for similar securities. Inputs that are often used in the valuation methodologies include benchmark yields, reported trades, credit spreads, broker quotes, default rates, and prepayment speeds. Concentrations of credit risk Financial instruments that potentially subject the Company to concentrations of credit risk consist principally of Cash and cash equivalents. Cash and cash equivalents are held with financial institutions of high quality. Balances may exceed the amount of insurance provided on such balances. The ceding of insurance does not legally discharge the Company from its primary liability for the full amount of the policy coverage, and therefore the Company will be required to pay the loss and bear collection risk if the reinsurer fails to meet its obligations under the reinsurance agreement. To minimize exposure to significant losses from reinsurance insolvencies, the Company evaluates the financial condition of its reinsurers and monitors concentrations of credit risk with its reinsurers. Capitalized software development costs - cloud computing arrangements The Company's cloud computing arrangements are mostly comprised of hosting arrangements that are mostly service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. These capitalized implementation costs are presented in the Consolidated Balance Sheets within Prepaid expenses, and are generally amortized over the fixed, non-cancelable term of the associated hosting arrangement on a straight-line basis. 84 Deferred acquisition costs Acquisition costs directly related to the successful acquisition of new business, which are primarily made up of commissions costs, are deferred and subsequently amortized. Deferred acquisition costs are recorded within Other assets, current on the Consolidated Balance Sheets and are amortized over the estimated life of the related contracts. The amortization of deferred acquisition costs is recorded within General and administrative expenses in the Consolidated Statements of Operations and Comprehensive Loss. For the years ended December 31, 2024, 2023, and 2022 charges related to deferred acquisition costs of $ 10.5 million, $ 6.8 million, and $ 16.3 million, respectively, were recognized within General and administrative expenses. Warrants At December 31, 2022, the Company recognized exercisable private warrants which were embedded in several agreements as derivatives. These private warrants were accounted for as assets in accordance with ASC 815-40 and are presented within Other assets, non-current on the Consolidated Balance Sheets. The warrant assets are measured at fair value at inception and on a recurring basis until redeemed, with changes in fair value presented within Change in fair value of warrants within the Consolidated Statements of Operations and Comprehensive Loss. These private warrants were classified within Level 3 due to the subjectivity and use of estimates in the calculation of their fair value. Property and equipment, net Property and equipment, net is reported at cost less accumulated depreciation. Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are generally three to seven years . Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement. Repairs and maintenance costs are expensed as incurred. Costs related to the development of internal-use software that do not meet capitalization criteria are expensed as incurred. Gains and losses on sales or disposals of property and equipment are included within Other income. Property and equipment is reviewed for impairment periodically whenever adverse events or changes in circumstances indicate the carrying value of the asset may not be recoverable. Losses are recognized in operations when the undiscounted future cash flows expected to result from the use of the asset are less than its carrying value. An impairment loss is recognized based on the excess of the carrying value over the fair value of the asset. Goodwill and other intangible assets Goodwill represents the excess of the purchase price over the fair value of net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment on an annual basis at a level of reporting referred to as the reporting unit, and more frequently if adverse events or changes in circumstances indicate that the asset may be impaired. A component is considered a reporting unit if the component constitutes a business for which discrete financial information is available that is regularly reviewed by management. Management aggregates components into one reporting unit if they have similar economic characteristics. Goodwill is assigned to the reporting units that are expected to benefit from the specific synergies of the business combination. Management reviews goodwill for impairment to determine both the existence and amount of goodwill impairment, if any. Impairment tests are performed, at a minimum, in the fourth quarter of each year. Management first uses a qualitative assessment to determine if it is more likely than not that a reporting unit is impaired. The qualitative test is used as a screening to help determine if it is necessary to perform the quantitative test. If there are indicators that the fair value is less than the carrying amount of any reporting unit, management performs a quantitative assessment where management allocates the fair value of the reporting units to the assets and liabilities with the unallocated fair value representing an implied fair value of goodwill which is then compared to the carrying amount of goodwill. The impairment review requires management to make judgments in determining various assumptions with respect to changes in economic conditions, revenues, operating margins, growth rates and discount rates. There was no impairment of goodwill during the year ended December 31, 2024, $ 11.7 million impairment of goodwill for the year ended December 31, 2023, and no impairment for the year ended December 31, 2022. 85 Other intangible assets arising from business combinations are initially recognized at fair value at the date of acquisition. Other intangible assets with indefinite useful lives are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the assets may be impaired. The annual impairment test for indefinite-lived intangible assets may be completed through a qualitative assessment to determine if the fair value of the indefinite-lived intangible assets is more likely than not greater than the carrying amount. The Company may elect to bypass a qualitative assessment, or if a qualitative assessment indicates it is more likely than not that the estimated carrying value exceeds the fair value, the Company will test for impairment using a quantitative process. If the Company determines that impairment of its intangible assets may exist, the amount of impairment loss is measured as the excess of carrying value over fair value. The estimates in the determination of the fair value of indefinite-lived intangible assets include the anticipated future revenues of the Company and the resulting cash flows. For the year ended December 31, 2024 there was no impairment related to intangible assets with indefinite useful lives, $ 4.2 million for the year ended December 31, 2023, and no impairment for the year ended December 31, 2022. Reinsurance In the normal course of business, the Company seeks to reduce losses by reinsuring certain levels of risk in areas of exposure with other insurance enterprises or reinsurers. Amounts recoverable from reinsurers are estimated in a manner consistent with the claim liability associated with the reinsured policy. To minimize exposure to losses related to a reinsurer's inability to pay, the financial condition of such reinsurer is evaluated initially upon placement of the reinsurance and periodically thereafter. In addition to considering the financial condition of a reinsurer, the expected credit losses of Reinsurance recoverable is evaluated based upon a number of factors. Such factors include the amounts outstanding, history of losses, ratings of reinsurers, disputes, any collateral or letters of credit held and other relevant factors. The Company had no material credit allowances for Reinsurance recoverable at December 31, 2024 and 2023. Amounts recoverable from reinsurers are estimated in a manner consistent with the liability associated with the reinsured business and consistent with the terms of the underlying contracts. Although reinsurance agreements contractually obligate reinsurers to reimburse the Company for their share of losses, they do not discharge the primary liability of the Company. The Company remains liable for unpaid claims and claims adjustment expenses associated with ceded insured risks if the assuming reinsurers fail to meet their contractual obligations. The costs of the reinsurance are recognized over the life of the contract in a manner consistent with the earning of premiums on the underlying policies subject to the reinsurance contracts. Unpaid claims Unpaid claims and unpaid claims adjustment expenses include reported claims and incurred but not yet reported ("IBNR") claims, as well as the estimated expense of processing these claims. Management develops an estimate for IBNR using actuarial methodologies and assumptions, primarily based upon historical claim experience. Although there is considerable variability in such estimates, management believes that the unpaid claims and unpaid claims adjustment expense liability is adequate and represents management's best estimate of the ultimate cost of all reported and unreported claims incurred through the balance sheet date. The estimates are continually reviewed and adjusted as experience develops or new information becomes known. Changes in estimates are reflected in current consolidated operating results. Liabilities for both reported claims and IBNR not yet processed through the Company's systems are determined in the aggregate, employing actuarial methods that are commonly used by health insurance actuaries and meet actuarial standards of practice. Actuarial standards of practice require that the claim liabilities be appropriate under moderately adverse circumstances. Clover determines the amount of the liability for incurred but not paid claims by following a detailed actuarial process that uses both historical claim payment patterns as well as emerging medical cost trends to project the best estimate of claim liabilities. Under this process, historical paid claims data is formatted into "claim triangles," which compare claim incurred dates to the dates of claim payments. This information is analyzed to create "completion factors" that represent the average percentage of total incurred claims that have been paid through a given date after being incurred. Completion factors are applied to claims paid through the period-end date to estimate the ultimate claim expense incurred for the period. Actuarial estimates of incurred but not paid claim liabilities are then determined by subtracting the actual paid claims from the estimate of the ultimate incurred claims. The Company's reserving practice is to consistently recognize an actuarial best estimate inclusive of a provision for moderately adverse conditions. This provision is reported as part of incurred claims. Medical claims incurred The Company recognizes the cost of medical claims in the period in which services are provided, including an estimate of the cost of medical claims IBNR. This methodology is applied for both the Company's Insurance and Non-Insurance operations. Medical claim expense reported within the Consolidated Statements of Operations and Comprehensive Loss includes direct medical expenses. 86 Direct medical expenses include amounts paid or payable to hospitals, physicians, pharmacy benefit managers, providers of ancillary services, mandatory supplemental benefits, and is inclusive of the medical expense related to the Company's employed clinicians providing in-home care. Recorded direct medical expenses are reduced by the amount of pharmacy rebates earned, which are estimated based on historical utilization of specific pharmaceuticals, current utilization and contract terms. Pharmacy rebates earned but not yet received from pharmaceutical manufacturers are included within Healthcare receivables within the Consolidated Balance Sheets. Overpayments to providers are recognized as a contra medical expense and reported within Other receivables within the Consolidated Balance Sheets. Premium deficiency reserve A liability for premium deficiency reserves is an actuarial estimate for anticipated losses on the Company's MA and MA Part D ("MAPD") business. The reserve is derived from the assessments performed and provides the amount by which insurance-related expenses are expected to exceed insurance revenues in addition to net investment income. There are key financial statement line items and associated drivers considered in determining the reserve. The most significant of financial statement line items considered when performing reserve assessments are premiums earned, net investment income, and insurance net medical claims incurred. Key inputs considered for premiums earned include expected enrollment changes, revenue rates, risk adjustment, and risk score forecasts. Key metrics considered for insurance net medical claims incurred include claims experience, benefit changes, membership mix, membership changes, and medical management programs. Administrative expenses are assessed for expenses directly and indirectly incurred in order to operate the insurance entities and cannot exceed a percentage of regulatory entity premiums earned due to contractual agreements. There are other operating activities that are considered in accordance with regulatory guidelines. The premium deficiency reserve assessment is performed on a quarterly basis. Every quarter, reserve assessments are made for the period following the most recently ended period through to the end of the current year. For the fourth quarter, assessments are made related to the entire subsequent fiscal year's projected net performance. If a reserve is deemed necessary, a liability and expense will be recognized as of the end of the quarter directly preceding the period for which the future loss is projected. That reserve will be amortized over the course of the contract period assessed to have expected insurance expenses that will exceed insurance revenues. The amortization of the reserve occurs ratably over the assessed contract period and will offset expected future losses . For purposes of calculating premium deficiency reserves, management groups contracts in a manner consistent with the method of acquiring, servicing, and measuring the profitability of such contracts. Revenue recognition Premiums earned, net Premiums revenue is recognized as income in the period members are entitled to receive services, and is net of estimated uncollectible amounts, retroactive membership adjustments, and any adjustments to recognize rebates under the minimum benefit ratios required under the Patient Protection and Affordable Care Act ("ACA"). Premiums received in advance of the service period are reported within Other liabilities on the Consolidated Balance Sheets and recognized as revenue when earned. Premiums anticipated to be received within twelve months based on the documented diagnostic criteria of the Company's enrollees are estimated and included in revenue for the period including the member months for which the payment is designated by CMS. CMS uses a risk-adjustment model which adjusts premiums paid to MA contracts, based on risk scores that are compared with the overall average risk scores for the relevant state and market pool. Generally, if a risk score is below the average risk score the Company is required to make a risk adjustment payment into the risk pool, and if a risk score is above the average risk score the Company receives a risk adjustment payment from the risk pool. Risk adjustments can have a positive or negative retroactive impact to rates. Under this model, rates paid to MA plans are based on actuarially determined bids, which include a process whereby prospective payments are based on the Company's estimated cost of providing standard Medicare-covered benefits to a member with an average risk profile. That baseline payment amount is adjusted to reflect the health status of enrolled membership. Under the risk-adjustment methodology, all MA plans must collect and submit the necessary diagnosis code information to CMS within prescribed deadlines. Estimated audit settlements are recorded as a reduction of premiums revenue within the Company's Consolidated Statements of Operations and Comprehensive Loss, based upon available information. Retrospective premiums involve the evaluation of past claims experience for the purpose of determining the actual cost of providing insurance for the customer. This evaluation is performed once every year and retrospective premiums are recognized in the year earned. 87 Medicare Advantage Part D Revenue Payments received from CMS and members from Clover's participation in the MAPD program are determined from the Company's annual bid and represent amounts for providing prescription drug insurance coverage and are recognized as premium revenue ratably over the term of the annual contract. Such CMS payments are subject to risk sharing through risk corridor provisions. The risk corridor provisions compare costs targeted in bids to actual prescription drug costs, limited to actual costs that would have been incurred under the standard coverage as defined by CMS. Variances exceeding certain thresholds may result in CMS making additional payments to the Company or require the Company to refund to CMS a portion of the premiums received. As risk corridor provisions are considered in the overall annual bid process, management estimates and recognizes an adjustment to premiums revenue related to these provisions based upon pharmacy claims experience. Management records a receivable or payable at the contract level on the Consolidated Balance Sheets. Reinsurance and low-income cost subsidies represent funding from CMS in connection with the MAPD program for which Clover assumes no risk. Reinsurance subsidies represent funding from CMS for its portion of prescription drug costs which exceed the member's out-of-pocket threshold, or the catastrophic coverage level. Low-income cost subsidies represent funding from CMS for all or a portion of the deductible, the coinsurance and co-payment amounts above the out-of-pocket threshold for low-income beneficiaries. Payments from CMS for reinsurance and low-income cost subsidies are based on assumptions submitted with the annual bid. A reconciliation and related settlement of CMS' prospective subsidies against actual prescription drug costs paid is made after the end of the year. Consumer discounts of 50.0 % on brand name prescription drugs for participants in the coverage gap are funded by CMS and pharmaceutical manufacturers. The Company accounts for these subsidies and discounts within Other assets in the Consolidated Balance Sheets and as an operating activity in the Consolidated Statements of Cash Flows. The Company does not recognize premiums revenue or claim expenses for these subsidies or discounts. Leases At the inception of an arrangement, the Company determines whether the arrangement is or contains a lease based on the unique facts and circumstances present in the arrangement including the use of an identified asset(s) and the Company's control over the use of that identified asset. The Company does not recognize leases with a lease term of one year or less on its Consolidated Balance Sheets. Leases with a term greater than one year are recognized on the balance sheet as right-of-use ("ROU") assets and lease liabilities. The Company has sublease arrangements and recognizes sublease income from leasing excess space. Sublease income is recognized on a straight-line basis over the sublease term. At December 31, 2024 and 2023, the Company did not have any financing leases. Lease liabilities and their corresponding ROU assets are initially recorded based on the present value of lease payments over the expected remaining lease term. Certain adjustments to the ROU asset may be required for items such as incentives received or initial direct costs. When an option to extend the lease exists, a determination is made whether that option is reasonably certain of exercise based on economic factors present at the measurement date and as circumstances may change. At December 31, 2024 and 2023, the Company did not include optional extension periods in the measurement of its leases as they were not reasonably certain of exercise. The Company monitors its plans to renew its material leases on a quarterly basis. Where the rates implicit in the Company's leases are not readily determinable, the Company utilizes the appropriate incremental borrowing rate, which is the rate incurred to borrow on a collateralized basis over a similar term, an amount equal to the lease payments in a similar economic environment over the lease term. Historically, the rate implicit in the leases has not been readily determinable and the appropriate incremental borrowing rate has been utilized. To estimate the appropriate incremental borrowing rate, a credit rating applicable to the Company is estimated using a synthetic credit rating analysis since the Company does not currently have a rating agency-based credit rating. Components of a lease are split into three categories: lease components, non-lease components, and non-components. The fixed and in-substance fixed contract consideration (including any consideration related to non-components) are allocated, based on the respective relative fair values, to the lease components and non-lease components. The Company has elected to account for lease and non-lease components together as a single lease component for all underlying assets and allocate all of the contract consideration to the lease component only. In determining the classification of a lease as operating or finance, ASC 842, Leases , allows for the use of judgment in determining whether the assumed lease term is for a major part of the remaining economic life of the underlying asset and whether the present value of lease payments represents substantially all of the fair value of the underlying asset. The Company applies the bright line thresholds referenced in the lease guidance of 75.0% to represent "a major part" and 90.0% to represent "substantially all" as allowed in ASC 842 in evaluating leases for appropriate classification. These are applied consistently to the Company's entire portfolio of leases. 88 Stock-based compensation The Company measures and recognizes compensation expense for all stock-based awards, including Options and RSUs granted to employees, directors, and non-employee consultants, under certain equity incentive plans and stock purchase rights granted under the 2020 Employee Stock Purchase Plan ("ESPP") to employees, based on the estimated fair value of the awards on the date of grant. The fair value of each Option and stock purchase right is estimated using the Black-Scholes option-pricing model. The fair value of each RSU is based on the estimated fair value of the Company's common stock on the date of grant. The measurement date for employee awards is the date of grant, and stock-based compensation costs are recognized as expense over the employees' requisite service period, which is the vesting period, on a straight-line basis. The measurement date for non-employee awards is the date of grant without changes in the fair value of the award. Stock-based compensation costs for non-employees are recognized as expense over the vesting period on a straight-line basis. Stock-based compensation expense is classified within the Consolidated Statements of Operations and Comprehensive Loss within Salaries and benefits. The Company recognizes stock-based compensation expense for the portion of awards that have vested. Forfeitures are recorded as they occur. The Company also grants certain awards that have performance-based vesting conditions, including performance restricted stock units that become eligible to vest based on achievement of certain Company or individual performance milestones (“Non-Market PRSUs”) and other performance restricted stock units that become eligible to vest if, prior to the vesting date, the average closing price of one share of the Company's common stock for ninety consecutive days equals or exceeds a specified price ("Market PRSUs"). Stock-based compensation expense for such awards is recognized using an accelerated attribution method from the time it is deemed probable that the vesting condition will be met through the time the service-based vesting condition has been achieved. The grant date fair value of the Market PRSUs is recognized as expense over the vesting period under the accelerated attribution method and is not adjusted in future periods for the success or failure to achieve the specified market condition. The Company has also determined the requisite service period for the Market PRSUs with multiple performance conditions to be the longest of the explicit, implicit, or derived service period. The determination of the grant-date fair value using an option-pricing model is affected by the estimated fair value of the Company's common stock as well as assumptions regarding a number of other complex and subjective variables. These variables include expected stock price volatility over an expected term, actual and projected employee stock option exercise behaviors, the risk-free interest rate for an expected term, and expected dividends. The assumptions used in the option-pricing model represent the Company's best estimates. These estimates involve inherent uncertainties and the application of judgment. If factors change and different assumptions are used, the Company's stock-based compensation expense could be materially different in the future. These assumptions are estimated as follows: Expected term - For Options considered to be "plain vanilla" options, the Company estimates the expected term based on the simplified method, which is essentially the weighted average of the vesting period and contractual term, as the Company's historical option exercise experience does not provide a reasonable basis upon which to estimate the expected term. Expected volatility - The Company performs an analysis of the average volatility of a peer group of representative public companies with sufficient trading history over the expected term to develop an expected volatility assumption. The grant date fair value of the Market PRSUs is recognized as expense over the vesting period under the accelerated attribution method and is not adjusted in future periods for the success or failure to achieve the specified market condition. The grant date fair value of Market PRSUs is determined using a Monte Carlo simulation model that incorporates multiple valuation assumptions, including the probability of achieving the specified market condition, expected volatility and risk-free interest rate. There have been no Market PRSU awards granted during the years ended December 31, 2024 and 2023. The grant date fair value of Non-Market PRSUs is determined based on the closing price of the Company’s class A common stock. See Note 14 "Employee Benefit Plans" to the consolidated financial statements included in this Form 10-K for a complete description of the accounting for stock-based compensation awards. Comprehensive loss Comprehensive loss is a measurement of certain changes within Stockholders' equity that results from transactions and other economic events other than transactions with the stockholders. The cumulative amount of these changes is reported on the Consolidated Balance Sheets. Contingent liabilities The Company records a provision for a contingent liability when it is both probable that a liability has been incurred and the amount of the loss can be reasonably estimated. With respect to legal matters, provisions are reviewed and adjusted to reflect the impact of negotiations, estimated settlements, legal rulings, advice of legal counsel and other information and events pertaining to a particular matter. 89 Federal income taxes The Company recognizes an asset or liability for the deferred tax consequences of temporary differences between the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements. These temporary differences will result in taxable or deductible amounts in future years when the reported amounts of the assets or liabilities are recovered or settled. The Company also recognizes the future tax benefits such as net operating and capital loss carryforwards as deferred tax assets. A valuation allowance is provided against these deferred tax assets if it is more likely than not that some portion or all of the deferred tax assets will not be realized. Future years' tax expense may be increased or decreased by adjustments to the valuation allowance or to the estimated accrual for income taxes. Deferred tax assets and deferred tax liabilities are further adjusted for changes in the enacted tax rates. At December 31, 2024 and 2023, sufficient doubt existed over the Company's ability to generate sufficient taxable income to realize its deferred income tax assets, and accordingly, the Company provided a full valuation allowance against its deferred tax assets. The Company records tax benefits when it is more likely than not that the tax return position taken with respect to a particular transaction will be sustained. A liability for an uncertain tax position, if recorded, is not considered resolved until the statute of limitations for the relevant taxing authority to examine and challenge the tax position has expired, or the tax position is ultimately settled through examination, negotiation, or litigation. The Company did not have any material uncertain tax positions during the years ended December 31, 2024 and 2023. The Company classifies interest and penalties associated with uncertain tax positions in its provision for income taxes. The Company did not incur or record any interest and penalties related to uncertain tax positions at or during the years ended December 31, 2024 and 2023. General and administrative expenses General and administrative expenses include professional service fees, outside legal, tax and accounting service fees, insurance, software application and system expenses, advertising and marketing, lease and occupancy costs and other overhead costs. General and administrative expenses also include claim adjudication and processing costs. Net earnings (loss) per share The Company follows the two-class method when computing net loss per share as the Company has issued shares that meet the definition of participating securities. The two-class method determines net loss per share for each class of common and participating securities according to dividends declared or accumulated and participation rights in undistributed earnings. The two-class method requires income available to common stockholders for the period to be allocated between common and participating securities based upon their respective rights to receive dividends as if all income for the period had been distributed. Basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss attributable to common stockholders is computed by adjusting net loss attributable to common stockholders to reallocate undistributed earnings based on the potential impact of dilutive securities. Diluted net loss per share attributable to common stockholders is computed by dividing the diluted net loss attributable to common stockholders by the weighted average number of common shares outstanding for the period, including potentially dilutive common shares. For purposes of this calculation, outstanding options, convertible preferred stock and warrants to purchase shares of convertible preferred stock are considered potential dilutive common shares. Recent accounting pronouncements Recently adopted accounting pronouncements In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update aim to improve reportable segment disclosures by requiring enhanced disclosures around significant segment expenses that are regularly provided to the chief operating decision maker. Additionally, ASU 2023-07 requires that all existing annual disclosures about segment profit or loss must be provided on an interim basis and clarifies that single reportable segment entities are subject to the disclosure requirement under Topic 280 in its entirety. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years beginning after December 15, 2024. A public entity should apply ASU 2023-07 retrospectively to all prior periods presented in the consolidated financial statements. Early adoption is permitted. The Company adopted this standard during the year ended December 31, 2024. The adoption did not have an overall material impact on the Company's consolidated financial statements. See Note 18 "Operating Segments" in the accompanying notes to the consolidated financial statements for further detail. 90 Accounting pronouncements effective in future periods In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures . The amendments in this update aim to provide more transparency regarding tax disclosures mainly related to the rate reconciliation and income taxes paid information. The Company is currently evaluating the impact of ASU 2023-09 on its consolidated financial statements and related disclosures. ASU 2023-09 will be effective for annual periods beginning after December 15, 2024. The guidance will be applied on a prospective basis with the option to apply the standard retrospectively, early adoption is permitted. In November 2024, the FASB issued ASU 2024-03, Income Statement-Reporting Comprehensive Income-Expense Disaggregation Disclosures (Subtopic 220-40). The amendments in this update would require a public entity to disclose information about purchases of inventory, employee compensation, depreciation, intangible asset amortization, and depletion for each income statement line item that contains those expenses. ASU 2024-03 is effective for annual reporting periods beginning after December 15, 2026 and interim reporting periods beginning after December 15, 2027. ASU 2024-03 allows for early adoption and requires either prospective adoption to consolidated financial statements issued for reporting periods after the effective date of ASU 2024-03 or retrospectively to any or all prior periods presented in the consolidated financial statements. The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures. 3. Investment Securities The following tables present amortized cost and fair values of investments at December 31, 2024 and December 31, 2023, respectively: December 31, 2024 Amortized cost Accumulated unrealized gains Accumulated unrealized losses Fair value (in thousands) Investment securities, held-to-maturity U.S. government and government agencies and authorities $ 14,358 $ — $ ( 430 ) $ 13,928 Investment securities, available-for-sale U.S. government and government agencies and authorities 139,597 212 ( 1,548 ) 138,261 Corporate debt securities 88,753 196 ( 447 ) 88,502 Other 1,950 3 — 1,953 Total held-to-maturity and available-for-sale investment securities $ 244,658 $ 411 $ ( 2,425 ) $ 242,644 December 31, 2023 Amortized cost Accumulated unrealized gains Accumulated unrealized losses Fair value (in thousands) Investment securities, held-to-maturity U.S. government and government agencies and authorities $ 7,695 $ — $ ( 225 ) $ 7,470 Investment securities, available-for-sale U.S. government and government agencies and authorities 126,071 713 ( 3,070 ) 123,714 Corporate debt 95,354 165 ( 176 ) 95,343 Other 1,855 — ( 2 ) 1,853 Total held-to-maturity and available-for-sale investment securities $ 230,975 $ 878 $ ( 3,473 ) $ 228,380 91 The following table presents the amortized cost and fair value of debt securities at December 31, 2024, by contractual maturity: December 31, 2024 Held-to-maturity Available-for-sale Amortized cost Fair value Amortized cost Fair value (in thousands) Due within one year $ 15 $ 15 $ 27,153 $ 26,997 Due after one year through five years 14,232 13,827 203,147 201,719 Due after five years through ten years — — — — Due after ten years 111 86 — — Total $ 14,358 $ 13,928 $ 230,300 $ 228,716 For the years ended December 31, 2024, 2023, and 2022 respectively, net investment income, which is included within Other income within the Consolidated Statements of Operations and Comprehensive Loss, was derived from the following sources: Year ended December 31, 2024 2023 2022 (in thousands) Cash and cash equivalents $ 13,311 $ 9,063 $ 3,619 Short-term investments 855 1,812 1,797 Investment securities 8,588 7,499 2,127 Investment income, net $ 22,754 $ 18,374 $ 7,543 Gross unrealized losses and fair values aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows at December 31, 2024, and December 31, 2023, respectively: December 31, 2024 Less than 12 months Greater than 12 months Total Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss (in thousands, except number of positions) U.S. government and government agencies and authorities $ 78,065 $ ( 850 ) $ 39,542 $ ( 1,128 ) $ 117,607 $ ( 1,978 ) Corporate debt securities 53,009 ( 447 ) — — 53,009 ( 447 ) Total $ 131,074 $ ( 1,297 ) $ 39,542 $ ( 1,128 ) $ 170,616 $ ( 2,425 ) Number of positions 65 15 80 December 31, 2023 Less than 12 months Greater than 12 months Total Fair value Unrealized loss Fair value Unrealized loss Fair value Unrealized loss (in thousands, except number of positions) U.S. government and government agencies and authorities $ 12,584 $ ( 32 ) $ 61,628 $ ( 3,259 ) $ 74,212 $ ( 3,291 ) Corporate debt securities 61,007 ( 175 ) 5,017 ( 7 ) 66,024 ( 182 ) Total $ 73,591 $ ( 207 ) $ 66,645 $ ( 3,266 ) $ 140,236 $ ( 3,473 ) Number of positions 69 27 96 92 The Company did no t record any credit allowances for debt securities that were in an unrealized loss position at December 31, 2024 and December 31, 2023. At December 31, 2024, all securities were investment grade, with credit ratings of BBB or higher by S&P Global or as determined by other credit rating agencies within the Company's investment policy. Unrealized losses on investment grade securities are principally related to changes in interest rates or changes in issuer or sector related credit spreads since the securities were acquired. The gross unrealized investment gains at December 31, 2024 were assessed, based on, among other things: • The relative magnitude to which fair values of these securities have been below their amortized cost was not indicative of an impairment loss; • The absence of compelling evidence that would cause the Company to call into question the financial condition or near-term prospects of the issuer of the applicable security; and • The Company's ability and intent to hold the applicable security for a period of time sufficient to allow for any anticipated recovery. Proceeds from sales and maturities of investment securities, inclusive of Short-term investments, and related gross realized gains (losses) which are included within Other income within the Consolidated Statements of Operations and Comprehensive Loss, were as follows for the year ended December 31, 2024, 2023, and 2022 respectively: Year ended December 31, 2024 2023 2022 (in thousands) Proceeds from sales of investment securities $ 83,673 $ 60,436 $ 13,348 Proceeds from maturities of investment securities 119,689 255,728 472,098 Gross realized gains 480 39 7 Gross realized losses — ( 19 ) ( 274 ) Net realized gains (losses) $ 480 $ 20 $ ( 267 ) At December 31, 2024 and 2023, the Company had $ 14.7 million, in deposits with various states and regulatory bodies that are included as part of the Company's cash, cash equivalents, and investment balances. 4. Fair Value Measurements The following tables present a summary of fair value measurements for financial instruments at December 31, 2024 and 2023, respectively: December 31, 2024 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 138,261 $ — $ 138,261 Corporate debt securities — 88,502 — 88,502 Other — 1,953 — 1,953 Warrants receivable — — 764 764 Total assets at fair value $ — $ 228,716 $ 764 $ 229,480 December 31, 2023 Level 1 Level 2 Level 3 Total fair value (in thousands) U.S. government and government agencies $ — $ 123,714 $ — $ 123,714 Corporate debt securities — 95,343 — 95,343 Other 1,853 — — 1,853 Warrants receivable — — 814 814 Total assets at fair value $ 1,853 $ 219,057 $ 814 $ 221,724 93 The changes in balances of Clover's Level 3 financial assets and liabilities during the years ended December 31, 2024 and 2023, and 2022 were as follows: Warrants receivable (in thousands) Balance, December 31, 2022 $ 900 Total unrealized losses 86 Balance, December 31, 2023 814 Total unrealized losses 50 Balance, December 31, 2024 $ 764 On November 14, 2022, the Company recognized contingent consideration of $ 3.0 million, for which the carrying value is approximately the same as the fair value, and was included as part of the consideration transferred for the 2022 Business Combination. This contingent consideration was reduced to zero by December 31, 2024 as a result of final payments related to the 2022 Business Combination. There were no transfers in or out of Level 3 financial assets or liabilities for the years ended December 31, 2024 or December 31, 2023. Private Warrants At December 31, 2023, the Company had exercisable private warrants which were embedded in several agreements as derivatives. These private warrants were accounted for as assets in accordance with ASC 815-40 and are presented within Other assets, non-current on the Consolidated Balance Sheets. The warrant assets are measured at fair value at inception and on a recurring basis until redeemed, with changes in fair value presented within Change in fair value of warrants within the Consolidated Statements of Operations and Comprehensive Loss. These private warrants were classified within Level 3 due to the subjectivity and use of estimates in the calculation of their fair value. These warrants at initial measurement date, December 31, 2023, were assessed to have a fair value of $ 0.8 million, with no other activity for the year ended December 31, 2023. The Company reassesses the fair values of the warrants based on updated estimates and for the year ended December 31, 2024, the Company recognized $ 0.1 million of unrealized losses. 5. Healthcare Receivables Healthcare receivables include pharmaceutical rebates that are accrued as they are earned and estimated based on contracted rebate rates, eligible amounts submitted to the manufacturers by the Company's pharmacy manager, pharmacy utilization volume, and historical collection patterns. Also included in Healthcare receivables are Medicare Part D settlement receivables, member premium receivables, and other CMS receivables. The Company reported $ 51.5 million and $ 64.2 million within Healthcare receivables at December 31, 2024 and December 31, 2023, respectively. 6. Related Party Transactions Related party agreements The Company has various contracts with IJKG Opco LLC (d/b/a CarePoint Health - Bayonne Medical Center), Hudson Hospital Opco, LLC (d/b/a CarePoint Health - Christ Hospital) and Hoboken University Medical Center Opco LLC (d/b/a CarePoint Health - Hoboken University Medical Center), which collectively do business as the CarePoint Health System ("CarePoint Health"), for the provision of inpatient and hospital-based outpatient services. CarePoint Health was ultimately held and controlled by Vivek Garipalli, the Company's Executive Chairman and a significant stockholder of the Company. In May 2022, Mr. Garipalli and his family completed a donation of their interest in CarePoint Health to a non-profit organization called CarePoint Health Systems, Inc. ("the CarePoint Nonprofit"). In September 2024, Sequoia Healthcare Services, LLC, an entity that Mr. Garipalli has an indirect interest in, transferred certain subsidiaries that provided services to CarePoint Health to the CarePoint Nonprofit. Following such transfer, neither Mr. Garipalli nor any entity he has an interest in currently provide any management services to CarePoint Health. However, Mr. Garipalli and certain affiliates of Mr. Garipalli are owed certain money from CarePoint Health for prior obligations. Expenses and fees incurred related to Clover's contracts with CarePoint Health, recorded in Net medical claims incurred, in the Consolidated Statements of Operations and Comprehensive Loss, were $ 7.0 million, $ 13.0 million, and $ 12.6 million for the years ended December 31, 2024, 2023, and 2022 respectively. Additionally, $ 1.0 million and $ 1.4 million were payable to CarePoint Health at December 31, 2024 and December 31, 2023, respectively. 94 The Company has a contract with Medical Records Exchange, LLC (formerly known as "ChartFast," now d/b/a Credo) pursuant to which the Company receives administrative services related to medical records retrieval via Credo's electronic applications and web portal platform. Expenses and fees incurred related to this agreement were $ 0.7 million, $ 0.8 million, and $ 0.3 million for the years ended December 31, 2024, 2023, and 2022 respectively. Vivek Garipalli, the Company's Executive Chairman and significant stockholder of the Company, is an indirect owner of Medical Records Exchange, LLC. Since July 2, 2021, the Company has contracted with Thyme Care, Inc. ("Thyme Care"), an oncology care management company, through which Thyme Care was engaged to provide cancer care management services to the Company's Insurance members in New Jersey and develop a provider network to help ensure member access to high-value oncology care. The Company and Thyme Care have amended the terms of the engagement, effective April 1, 2023, to include additional clinical services available to Clover members as well as the value based payment terms. The Company entered into an agreement with Thyme Care effective September 23, 2020 where the Company purchased 1,773,049 shares (less than five percent ( 5 %) of its class A common stock). The fair value of these shares is $ 1.8 million at December 31, 2024, and is recognized within Other assets, non-current, on the Consolidated Balance Sheet. In accordance with ASC 321, any changes in fair value associated with these shares are recognized within the Consolidated Statements of Operations and Comprehensive Loss. Mr. Garipalli is a member of the board of directors of Thyme Care and holds an equity interest of less than five percent ( 5 %) of that entity. Expenses and fees incurred related to this agreement were $ 4.1 million and $ 2.3 million for the years ended December 31, 2024 and 2023, respectively. Additionally, $ 3.3 million and $ 0.2 million were payable to Thyme Care at December 31, 2024, and December 31, 2023, respectively. 7. Property and Equipment, Net Property and equipment, net consisted of the following: Year ended December 31, 2024 2023 (in thousands) Capitalized software $ 8,038 $ 6,482 Leasehold improvements 3,035 3,035 Office furniture and fixtures 35 35 Equipment 113 113 Property and equipment, gross 11,221 9,665 Less: accumulated depreciation and amortization ( 5,914 ) ( 4,583 ) Property and equipment, net $ 5,307 $ 5,082 Depreciation expense recorded by the Company was approximately $ 0.2 million, $ 0.4 million, and $ 0.4 million for the years ended December 31, 2024, 2023, and 2022, respectively. Amortization expense recorded by the Company was approximately $ 1.2 million, $ 1.0 million, and $ 0.8 million for the years ended December 31, 2024, 2023, and 2022, respectively. 8. Other Intangibles Other intangible assets Other intangible assets arising from business combinations are initially recognized at fair value at the date of acquisition. Other intangible assets with indefinite useful lives are tested for impairment at least annually, or more frequently if events or changes in circumstances indicate that the assets may be impaired. The annual impairment test for indefinite-lived intangible assets may be completed through a qualitative assessment to determine if the fair value of the indefinite-lived intangible assets is more likely than not greater than the carrying amount. The Company may elect to bypass a qualitative assessment, or if a qualitative assessment indicates it is more likely than not that the estimated carrying value exceeds the fair value, the Company will test for impairment using a quantitative process. If the Company determines that impairment of its intangible assets may exist, the amount of impairment loss is measured as the excess of carrying value over fair value. The estimates in the determination of the fair value of indefinite-lived intangible assets include the anticipated future revenues of the Company and the resulting cash flows. At December 31, 2024 and 2023, there were no circumstances that indicate that the carrying amount of intangible assets deemed to have an indefinite useful life may not be recoverable. 95 The following table presents details of the Company's other intangible assets at December 31, 2024 and 2023, respectively: 2024 2023 Weighted Average life Cost Accumulated Amortization Net Carrying Amount Cost Accumulated Amortization Impairment Net Carrying Amount (in thousands) Other intangible assets: Licenses Indefinite 2,990 — 2,990 2,990 — — 2,990 The Company does not estimate any amortization expense in the five succeeding fiscal years. 9. Unpaid Claims Activity within the liability for Unpaid claims, including claims adjustment expenses, for the years ended December 31, 2024 and 2023, respectively, is summarized as follows: Year ended December 31, 2024 2023 (in thousands) Gross and net balance, beginning of period $ 137,100 $ 137,395 Incurred related to: Current year 1,016,131 996,158 Prior years ( 30,539 ) ( 9,000 ) Total incurred 985,592 987,158 Paid related to: Current year 869,574 865,930 Prior years 96,722 121,523 Total paid 966,296 987,453 Gross and net balance, end of period $ 156,396 $ 137,100 The Company uses two methods of standard actuarial techniques to establish unpaid claims reserves. Management estimates are supported by the Company's actuarial analysis. The Company utilizes an internal actuarial team to review the adequacy of unpaid claim and unpaid claim adjustment expense. The estimation of claim costs is inherently difficult and requires significant judgment. The estimation has considerable inherent variability and can fluctuate significantly depending upon several factors, including medical cost trends and claim payment patterns, general economic conditions, and regulatory changes. The time value of money is not taken into account for the purposes of calculating the liability for unpaid claims. Management believes that the current reserves are adequate based on currently available information. Unpaid Claims for Insurance Operations Unpaid claims for Insurance operations were $ 156.4 million at December 31, 2024. During the year ended December 31, 2024, $ 96.7 million was paid for incurred claims attributable to insured events of prior years. A favorable development of $ 30.5 million was recognized during the year ended December 31, 2024, resulting from the Company's actual experience with claims developing differently as compared to the Company's estimates at December 31, 2023. A favorable development of $ 9.0 million was recognized during the year ended December 31, 2023, resulting from the Company's actual experience with claims developing differently as compared to the Company's estimates at December 31, 2022. Original estimates are increased or decreased, as additional information becomes known regarding individual claims. The ratio of current year medical claims paid as a percentage of current year Net medical claims incurred was 85.6 % for the year ended December 31, 2024, and 86.9 % for the year ended December 31, 2023. This ratio serves as an indicator of claims processing speed, indicating that claims were processed at a slower rate during the year ended December 31, 2024, than during the year ended December 31, 2023. 96 The following tables provide information regarding incurred and paid claims development for medical claims, as well as cumulative claim frequency and the total of incurred but not reported liabilities at December 31, 2024, respectively: Cumulative incurred claims for the year ended December 31, Incurred year 2022* 2023* 2024 Total IBNR Number of reported claims (in thousands) (in ones) 2022 and prior $ 2,822,738 $ 2,548,952 $ 2,540,609 $ 4,140 9,725,856 2023 — 996,158 973,962 5,699 3,225,433 2024 — — 1,016,131 146,557 2,866,942 Total $ 2,822,738 $ 3,545,110 $ 4,530,702 $ 156,396 15,818,231 Cumulative net paid claims through December 31, Incurred year 2022* 2023* 2024 (in thousands) 2022 and prior $ 2,680,476 $ 2,542,080 $ 2,536,469 2023 — 865,930 968,263 2024 — — 869,574 Total $ 2,680,476 $ 3,408,010 $ 4,374,306 * Unaudited supplemental information The reconciliation of net incurred and paid claims development tables to unpaid claims and claims adjustment expenses for medical claims on the Consolidated Balance Sheets is as follows: December 31, 2024 (in thousands) Cumulative incurred claims, net $ 4,530,702 Less: cumulative paid claims, net 4,374,306 Net unpaid claims, including claims adjustment expenses $ 156,396 97 10. Reinsurance Medicare Advantage Reinsurance Agreement On January 1, 2021, the Company renewed a specific excess loss reinsurance agreement to reinsure its MA plan liabilities in excess of approximately $ 0.4 million, $ 0.4 million, and $ 0.6 million per covered person per agreement terms for the years ended December 31, 2024, 2023, and 2022, respectively. The effects of the reinsurance agreements on the accompanying consolidated financial statements for the years ended December 31, 2024, 2023, and 2022, respectively, are as follows: Year ended December 31, 2024 2023 2022 (in thousands) Premiums earned, gross $ 1,345,280 $ 1,236,213 $ 1,085,339 Premiums earned, ceded ( 399 ) ( 444 ) ( 470 ) Net premiums earned $ 1,344,881 $ 1,235,769 $ 1,084,869 Year ended December 31, 2024 2023 2022 (in thousands) Claims incurred, gross $ 988,208 $ 987,654 $ 985,197 Claims incurred, ceded ( 2,616 ) ( 496 ) ( 1,166 ) Net claims incurred $ 985,592 $ 987,158 $ 984,031 Reinsurance recoverable for the MA plan at December 31, 2024 and 2023, respectively, were comprised of the following: Year ended December 31, 2024 2023 (in thousands) Reinsurance recoverable on paid claims, gross and net $ 404 $ 46 Life Policies and Annuity Contracts Clover acquired certain policies and related reinsurance agreements with the purchase of stock of Union Life Labor Insurance Company (Ullico) in April 2016. Ullico originally underwrote those policies which are primarily life policies and annuity contracts, prior to entering "run-off." All of the underwriting risk related to those policies and contracts has been ceded to third party reinsurers. A large portion of these cessions are in the form of 100 % coinsurance where, in addition to the underwriting risk, administrative responsibilities, including premium collections and claim payments, are ceded to third party reinsurers. Approximately $ 5.1 million of life insurance reserves at both December 31, 2024 and 2023, respectively, related to life insurance policies originally issued by Ullico are 100 % coinsured with Southern Financial Life Insurance Company (SFLIC), a Louisiana domestic company, in full transfer of risk related to these policies. The life reserves are computed principally in accordance with Net Level Premium Method using mortality and persistency assumptions based upon the Company's experience and industry data. Interest rate assumptions used in establishing such reserves range from less than 1.0 % to 4.5 %. Under the arrangement, SFLIC is required to hold in trust an amount that covers all of the outstanding liabilities as of the reporting date. Approximately $ 0.8 million and $ 0.9 million of annuity reserves at both December 31, 2024 and 2023, respectively, related to annuity contracts originally issued by Ullico, are 100 % ceded to Sagicor Life Insurance Company, a Texas domestic company, in full transfer of risk related to these contracts. The annuity reserves are computed principally using assumptions based on the Company's experience and industry data. Interest rate assumptions used in establishing such reserves from less than 1.0 %. Ceded life insurance and annuity reserves are included within other assets and gross life insurance and annuity reserves are included within other liabilities on the Consolidated Balance Sheets, respectively. A reinsurance agreement between two entities transfers the underwriting risk and liabilities to the reinsurer while the insurer retains the contractual relationship with the ultimate insured. As such, these reinsurance agreements do not completely relieve the Company of its potential liability to the ultimate insured. However, given the transfer of underwriting risk, such potential liability is limited to the credit exposure which exists should the reinsurer be unable to meet its obligations under these reinsurance agreements. The Company evaluates its reinsurers on a regular basis including their ratings and financial conditions. 98 11. Leases Operating Leases The Company leases office space in New Jersey, Georgia, and Hong Kong under non-cancelable operating leases. At December 31, 2024, the remaining terms of the operating leases were between one month and 39 months, and certain lease agreements contain provisions for future rent increases. For each lease, the Company recorded a right-of-use ("ROU") asset and lease liability at the earlier of the ASC 842 effective date or lease commencement date. The Company utilizes the straight-line method of recognizing lease expense. However, the Company is required to pay certain variable executory costs including common area maintenance, real estate taxes, and insurance that are expensed as incurred. These variable costs are excluded from the measurement of leases. Certain of the Company's leases include options to renew, with renewal terms that can extend the lease term. The exercise of lease renewal options is at the Company's sole discretion. The ability to terminate a lease is determined by the applicable lease terms and conditions. The Company is not reasonably certain that it will exercise the renewal or termination options. Therefore, these options are not recognized as part of the ROU asset and lease liability. The Company recognizes ROU assets within Other assets, non-current and lease liabilities within Other liabilities, current, and Other liabilities, non-current in the Consolidated Balance Sheets. The Company subleases certain of its leases to third parties for which it receives rental income to manage occupancy costs. These subleases are classified as operating leases. Summary of Lease Costs Recognized Under ASC 842: The following table contains a summary of the lease costs recognized under ASC 842 and other information pertaining to the Company's operating leases for the years ended December 31, 2024, 2023, and 2022, respectively: Year ended December 31, 2024 2023 2022 (in thousands) Operating lease cost $ 1,295 $ 1,346 $ 2,651 Variable lease cost 51 51 56 Sublease income ( 775 ) ( 256 ) ( 1,124 ) Total lease cost $ 571 $ 1,141 $ 1,583 Other information Cash paid for amounts included in the measurement of lease liabilities $ 1,567 $ 1,907 $ 3,340 Weighted-average remaining lease term 3.3 years 4.5 years 5.2 years Weighted-average discount rate 10.64 % 10.31 % 10.65 % The following table summarizes the Company's future lease payments for non-cancelable operating lease liabilities at December 31, 2024: (in thousands) 2025 $ 1,260 2026 1,155 2027 1,190 2028 303 Total lease payments 3,908 Less: imputed interest ( 581 ) Total $ 3,327 99 12. Variable Interest Entity and Equity Method of Accounting On February 4, 2022, Character Biosciences, Inc. (f/k/a Clover Therapeutics Company) ("Character Biosciences"), an affiliate of the Company, completed a private capital transaction in which it raised $ 17.9 million from the issuance of 16,210,602 shares of its preferred stock. Upon completion of the transaction, the Company owned approximately 25.46 % of Character Biosciences. As a result, the Company reassessed its interest in Character Biosciences and determined that while Character Biosciences is a VIE, the Company is not considered the primary beneficiary of the VIE because it does not have the power, through voting or similar rights and the license agreements, to direct the activities of Character Biosciences that most significantly impact Character Biosciences' economic performance. On January 23, 2023, Character Biosciences, completed a second private capital transaction in which it raised additional capital from the issuance of additional shares of its preferred stock. Upon completion of this transaction, the Company's ownership percentage in Character Biosciences decreased to 23.92 %. The Company determined that it does have a significant influence over Character Biosciences and, therefore, it began accounting for its common stock investment in Character Biosciences using the equity method on February 4, 2022. The Company derecognized all of Character Biosciences' assets and liabilities from its balance sheet and its noncontrolling interest related to Character Biosciences, and recognized the retained common stock and preferred stock equity interests at fair values of $ 3.7 million and $ 4.9 million, respectively, which are included in Equity method investment and Other assets, non-current on the Consolidated Balance Sheets. For the year ended December 31, 2022, the Company recognized a gain on investment of $ 9.2 million which is included within Loss (gain) on investment on the Consolidated Statements of Operations and Comprehensive Loss. As the Company applies the equity method to account for its common stock interest in Character Biosciences, the initial value of the investment is adjusted periodically to recognize (i) the proportionate share of the investee's net income or losses after the date of investment, (ii) additional contributions made and dividends or distributions received, and (iii) impairment losses resulting from adjustments to net realizable value. The Company eliminates all intercompany transactions in accounting for equity method investments and records the proportionate share of the investee's net income or loss in equity within gain on investment on the Consolidated Statements of Operations and Comprehensive Loss. In accordance with ASC 323, the Company recognized the proportionate share of Character Bioscience's net loss up to the investment carrying amount. As a result, the Company recognized a shared loss of $ 0.5 million for the year ended December 31, 2024. 13. Commitments and Contingencies Legal Actions Various lawsuits against the Company may arise in the ordinary course of the Company's business. Contingent liabilities arising from ordinary course litigation, income taxes and other matters are not expected to be material in relation to the financial position of the Company. At December 31, 2024, and December 31, 2023, respectively, there were no material known contingent liabilities arising outside the normal course of business other than as set forth below. In accordance with ASC No. 450-20, Loss Contingencies , we will record accruals for loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Securities Class Actions, Derivative Litigation and Investigations Beginning in February 2021, the Company received subpoenas from the SEC related to certain disclosures and aspects of our business as well as certain matters described in an article issued on February 4, 2021, by Hindenburg Research LLC (the "Hindenburg Article"). The Company cooperated with the SEC's investigation (the "Investigation"). The Hindenburg Article, which discussed, among other things, an inquiry by the U.S. Attorney's Office for the Eastern District of Pennsylvania relating to, among other things, certain of the Company’s arrangements with providers participating in its network and programs, and Clover Assistant, was the subject of the Company’s Current Report on Form 8-K dated February 5, 2021. As previously disclosed on the Company's Current Report on Form 8-K filed on September 30, 2024, by letter dated September 26, 2024 (the “Notice”), the Staff of the SEC Division of Enforcement notified the Company that the SEC had concluded the Investigation, and based on the information that the SEC had as of the date of the Notice, the Staff did not intend to recommend an enforcement action by the SEC against the Company relating to the Investigation. 100 In February 2021, the Company and certain of its directors and officers were named as defendants in putative class actions filed in the United States District Court for the Middle District of Tennessee: Bond v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00096 (M.D. Tenn.); Kaul v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00101 (M.D. Tenn.); Yaniv v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00109 (M.D. Tenn.); and Tremblay v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00138 (M.D. Tenn.). The complaints asserted violations of sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated under the Exchange Act. The Kaul action asserted additional claims under sections 11 and 15 of the Securities Act. The complaints generally related to allegations published in the Hindenburg Article. In April 2021, the Middle District of Tennessee class actions were consolidated under Bond v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00096 (M.D. Tenn.) as the lead case. On April 21, 2023, the parties to the securities class action entered into a memorandum of understanding providing for the settlement of the action. The Court approved the settlement and dismissed the action with prejudice on October 3, 2023. Under the settlement, the class received $ 22 million dollars (less an award of fees and expenses to the plaintiffs’ counsel), and the defendants (including the Company) received customary releases. The Company used $ 19.5 million in insurance proceeds to fund the settlement. The Company previously filed a lawsuit in Delaware state court against certain of its insurers for full payment of its liabilities related to this securities litigation. The Company intends to oppose any efforts by the carrier defendants to recoup insurance proceeds that they have advanced to date. Various shareholder derivative actions parallel to the securities class action were also filed, naming Clover as a nominal defendant. The first action was filed in the United States District Court for the District of Delaware and was captioned Furman v. Garipalli, et al., Case No. 1:21-cv-00191 (D. Del.). The second and third actions were filed in the United States District Court for the Middle District of Tennessee and were captioned Sun v. Garipalli, et al., Case No. 3:21-cv-00311 (M.D. Tenn.), and Luthra v. Garipalli, et al., Case No. 3:21-cv-00320 (M.D. Tenn.). The fourth action was filed in the United States District of Delaware and was captioned Wiegand v. Garipalli, et al., Case No. 1:21-cv-01053 (D. Del.). The fifth action was filed in the Supreme Court of the State of New York and was captioned Sankaranarayanan v. Palihapitiya, et al., Index No. 655420/2021 (N.Y. Sup. Ct., N.Y. Cnty.). The sixth action was filed in the Delaware Court of Chancery and was captioned Davies v. Garipalli, et al., No. 2021-1016-SG (Del. Ch.). The seventh action was filed in the Supreme Court of the State of New York and was captioned Uvaydov v. Palihapitiya, et al., Index No. 656978/2021 (N.Y Sup. Ct., N.Y. Cnty.). On June 21, 2023, the plaintiffs in the derivative lawsuits, on the one hand, and the Company, on the other hand, entered into a binding memorandum of understanding providing for the settlement of the derivative actions. On February 5, 2024, the parties executed a stipulation of settlement which, subject to final court approval, would provide the defendants in the derivative lawsuits with customary releases and will require the Company to implement a suite of corporate governance enhancements. On July 11, 2024, the United States District Court for the Middle District of Tennessee entered a final judgment approving the settlement. The settlement did not involve any monetary payment, other than payment of an award of fees and expenses to plaintiffs’ counsel in the amount of $ 2,500,000 . Bylaw Litigation On March 26, 2024, a putative shareholder filed a class action suit against the Company and its directors and officers in Delaware Chancery Court challenging a Company bylaw governing the process for nominating a candidate to the board of directors as preclusive and coercive. The case is captioned Taylor v. Clinton, et al. , Case No. 2024-0305 (Del. Ch.). In June 2024, the Company adopted an amendment to its bylaws mooting the litigation, and the plaintiffs voluntarily dismissed the suit, with the court retaining jurisdiction solely for the purpose of determining plaintiffs’ counsel’s application for attorneys’ fees and reimbursement (the “Fee Application”). On October 23, 2024, solely to avoid the time and expense of continued litigation, the Company and the plaintiffs agreed to resolve the Fee Application in exchange for a payment by the Company of $ 250,000 to Plaintiff’s counsel. The case is now closed. 14. Employee Benefit Plans Employee Retirement Savings Plan The Company has a defined contribution retirement savings plan (the "401(k) Plan") covering eligible employees, which includes safe harbor matching contributions based on the amount of employees' contributions to the 401(k) Plan. The Company contributes to the 401(k) Plan annually 100.0 % of the first 4.0 % compensation that is contributed by the employee up to 4.0 % of eligible annual compensation after one year of service. The Company's matching service contributions to the 401(k) Plan amounted to approximately $ 2.0 million, $ 1.8 million, and $ 1.6 million for the years ended December 31, 2024, 2023, and 2022, respectively, and are included within Salaries and benefits on the Consolidated Statements of Operations and Comprehensive Loss. The Company's cash match is invested pursuant to the participant's contribution direction. Employer matching contributions are immediately 100.0 % vested. 101 Stock-based Compensation The Company's 2020 Equity Incentive Plan (the "2020 Plan") provides for grants of restricted stocks units ("RSUs"), performance-based restricted stock units ("PRSUs") and stock options to acquire shares of the Company's common stock, to employees, directors, officers, and non-employee consultants of the Company and its affiliates, and the Company's 2020 Management Incentive Plan (the "2020 MIP") provides for grants of RSUs and PRSUs to the Company's Executive Chair and CEO. During the year ended December 31, 2021, the Company approved the 2020 Plan and the 2020 MIP, and the Company's 2014 Equity Incentive Plan (the "2014 Plan") was terminated. When the 2014 Plan was terminated, the outstanding awards previously granted thereunder were assumed by the Company, and no new awards are available for grant under the 2014 Plan. On March 9, 2022, the Board adopted the Company's 2022 Inducement Award Plan (the "Inducement Plan" and, collectively with the 2020 Plan, the 2020 MIP, and the 2014 Plan, the "Plans") without stockholder approval in accordance with NASDAQ's Listing Rules. Under the Inducement Plan, the Company may grant non-qualified stock options, RSUs, stock appreciation rights, and other stock or cash-based awards to an employee in connection with his or her commencement of employment, or following a bona fide period of non-employment, with the Company or an affiliate. The 2020 Plan has an evergreen provision that requires the number of shares available for issuance under the plan to be increased on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the last day of the 2024 fiscal year, in each case, in an amount equal to the lesser of (i) seven percent ( 7 %) of the outstanding shares of Class A Common Stock on the last day of the immediately preceding fiscal year and (ii) such number of shares of Class A Common Stock determined by the Board; provided that for each fiscal year beginning with the 2025 fiscal year through the fiscal year that includes the expiration date of the plan, each such increase shall be reduced to the lesser of five percent ( 5 %) of the outstanding shares of Class A Common Stock on the last day of the immediately preceding fiscal year or such number of shares as determined by the Board. The maximum number of shares of the Company's common stock reserved for issuance over the term of the Plans, shares outstanding under the Plans, and shares remaining under the Plans at December 31, 2024 were as follows: December 31, 2024 Shares Authorized Under Plans Shares Outstanding Under Plans Shares Remaining Under Plans 2014 Plan 54,402,264 34,212,856 N/A 2020 Plan 86,604,581 45,441,553 9,691,154 2020 MIP 33,426,983 23,398,889 — Inducement Plan 11,000,000 6,099,807 — The Plans are administered by the Talent and Compensation Committee of the Board (the "Compensation Committee"). Stock options granted under the Plans are subject to the terms and conditions described in the applicable Plan and the applicable stock option grant agreement. The exercise prices, vesting, and other restrictions applicable to the stock options are determined at the discretion of the Compensation Committee, except that the exercise price per share of incentive stock options may not be less than 100.0 % of the fair market value of a share of common stock on the date of grant. Stock options awarded under the Plans expire 10 years after the grant date and generally vest over four or five years . The number of stock options granted is determined by dividing the approved grant date dollar value of an option by the Black Scholes option pricing value per share (as further discussed below). RSU awards are subject to the terms and conditions set forth in the Plans and the applicable RSU grant agreement. Vesting and other restrictions applicable to RSU awards are determined at the discretion of the Compensation Committee, but generally vest over one to four years from the date of grant. The number of RSUs granted is determined by dividing the cash value of an RSU award by the average closing price of a share of the Company's Class A common stock over a specified period through the date of grant. The total estimated grant date fair value is amortized over the requisite service period. 102 The Company recorded stock-based compensation expense for stock options, RSUs, and PRSUs granted under the Plans, and discounts offered in connection with the Company's 2020 Employee Stock Purchase Plan ("ESPP") of $ 114.3 million, $ 140.9 million, and $ 164.3 million during the years ended December 31, 2024, 2023, and 2022 respectively, and such expenses are presented within Salaries and benefits in the accompanying Consolidated Statements of Operations and Comprehensive Loss. Compensation cost presented within Salaries and benefits within the accompanying Consolidated Statements of Operations and Comprehensive Loss were as follows: Year ended December 31, 2024 2023 2022 (in thousands) Stock options $ 1,853 $ 3,335 $ 3,445 RSUs 85,812 83,790 75,312 PRSUs 26,145 53,611 85,270 ESPP 521 195 278 Total compensation cost recognized for stock-based compensation plans $ 114,331 $ 140,931 $ 164,305 At December 31, 2024, there was approximately $ 402.2 million of unrecognized stock-based compensation expense related to unvested stock options, unvested RSUs, unvested PRSUs, and the ESPP. Stock Options The Company did not grant stock options during fiscal years 2024 and 2023. A summary of option activity under the 2020 Plan during the year ended December 31, 2024, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2024 952,900 $ 8.88 Granted — — Exercised — — Forfeited ( 148,773 ) 8.87 Outstanding, December 31, 2024 804,127 $ 8.87 A summary of stock option activity under the 2014 Plan during the year ended December 31, 2024, was as follows: Number of stock options Weighted-average exercise price Outstanding, January 1, 2024 24,041,753 $ 1.45 Granted — — Exercised ( 451,162 ) 1.57 Forfeited ( 124,925 ) 3.46 Outstanding, December 31, 2024 23,465,666 $ 2.73 At December 31, 2024, outstanding stock options, substantially all of which are expected to vest, had an aggregate value of $ 22.1 million, and a weighted-average remaining contractual term of 4.45 years. At December 31, 2024, there were 24,042,790 stock options exercisable under the Plans, with an aggregate intrinsic value of $ 22.1 million, a weighted-average exercise price of $ 2.91 per share, and a weighted-average remaining contractual term of 4.45 years. The total value of stock options exercised during the years ended December 31, 2024, 2023, and 2022 was $ 0.9 million, $ 0.1 million, and $ 11.3 million respectively. Cash received from stock option exercises during the years ended December 31, 2024, 2023, and 2022 was $ 0.5 million, less than $ 0.1 million, and $ 1.0 million respectively. 103 Restricted Stock Units A summary of total RSU activity for the year ended December 31, 2024 is presented below: Number of RSUs Weighted-average grant date fair value per share Outstanding, January 1, 2024 56,928,405 $ 4.28 Granted 28,957,647 2.13 Released ( 21,848,638 ) 3.90 Forfeited ( 8,305,827 ) 1.89 Outstanding, December 31, 2024 55,731,587 $ 3.67 Performance Restricted Stock Units The Company has granted PRSUs to certain executives and key employees, which become eligible to vest based on achievement of certain Company or individual performance milestones (“Non-Market PRSUs”) and certain Company stock price targets (“Market PRSUs”), each as determined by the Compensation Committee. Market PRSUs will vest if prior to the vesting date the average closing price of one share of the Company's common stock for 90 consecutive days equals or exceeds a specified price. A significant portion of the total compensation cost recognized for stock-based compensation plans is attributable to Market PRSUs that vest based on pre-established milestones that primarily consist of the volume-weighted average stock closing price ranging from $ 20 to $ 30 for 90 consecutive days. The grant date fair value of the Non-Market PRSUs was based on the closing price of the Company’s Class A common stock and recognized as expense over the requisite performance period under the accelerated attribution method and is adjusted in future periods for the success or failure to achieve the specified performance condition. The grant date fair value of the Market PRSUs was determined using a Monte Carlo simulation model that incorporated multiple valuation assumptions, including the probability of achieving the specified market condition. Expense for Market PRSUs is recognized over the derived service period under the accelerated attribution method and is not adjusted in future periods for the success or failure to achieve the specified market condition. The assumptions that the Company used in the Monte Carlo model to determine the grant date fair value of Market PRSUs granted for the year ended December 31, 2021, were as follows: Year ended December 31, 2021 Expected volatility (1) 40.7 % Risk-free interest rate (2) 0.5 Dividend yield (3) — (1) Expected volatility is based on a blend of peer group company historical data adjusted for the Company's leverage. (2) Risk-free interest rate based on U.S. Treasury yields with a term equal to the remaining Performance Period at the grant date. (3) Dividend yield was assumed to be zero as the Company does not anticipate paying dividends. At December 31, 2024, the market condition component of these PRSUs has not been met, so the awards have not been earned. This expense represents most of the PRSU expense recognized for the year ended December 31, 2024 related to stock-based compensation plans which is presented within Salaries and benefits in the accompanying Consolidated Statements of Operations and Comprehensive Loss. The Company has also determined the requisite service period for the PRSUs with multiple performance conditions to be the longest of the explicit, implicit, or derived service period for each tranche. 104 A summary of PRSU activity for the year ended December 31, 2024 is presented below: Number of PRSUs Weighted-average grant date fair value per share Non-vested, January 1, 2024 32,131,532 $ 8.36 Granted during 2024 — — Adjustment for performance condition achieved 341,459 0.95 Vested ( 2,512,870 ) 1.15 Forfeited ( 808,714 ) 1.51 Non-vested at December 31, 2024 29,151,407 $ 9.09 At December 31, 2024, there was $ 11.2 million of unrecognized share-based compensation expense related to PRSUs. 2020 Employee Stock Purchase Plan On January 6, 2021, the Board adopted and the Company's stockholders approved the ESPP, which permits eligible employees and service providers of either the Company or designated related companies and affiliates to contribute up to 15 % of their eligible compensation during defined offering periods to purchase shares of the Company’s Class A common stock at a 15 % discount from the fair market value of the common stock as determined on specific dates at specific intervals. Subject to adjustments provided in the ESPP that are discussed below, the maximum number of shares of common stock that may be purchased under the ESPP is 14,163,863 shares, and the maximum number of shares that may be purchased on any single purchase date by any one participant is 5,000 shares. At December 31, 2024, 12,627,465 shares of Class A common stock were available for issuance under the ESPP. The ESPP includes an evergreen provision that sets the maximum number of shares of Class A common stock that may be issued under the plan, to 2,785,582 shares, plus the number of shares of Class A common stock that are automatically added on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the first day of the 2030 fiscal year, in an amount equal to the lesser of (i) one percent ( 1 %) of the total number of shares of Class A common stock outstanding on the last day of the calendar month prior to the date of such automatic increase, and (ii) such number of shares of Class A common stock as determined by the Board; provided that the maximum number of shares of Class A common stock reserved under the ESPP shall not exceed 10.0 % of the total outstanding capital stock of the Company (inclusive of the shares reserved under the ESPP) at January 7, 2021, on an as-converted basis. The assumptions that the Company used in the Black-Scholes option-pricing model to determine the fair value of the purchase rights under the ESPP for the years ended December 31, 2024, 2023, and 2022 are as follows: Year ended 2024 2023 2022 Weighted-average risk-free interest rate 4.5 % 5.4 % 467.0 % Expected term (in years) 0.49 0.50 0.49 Expected volatility 94.9 % 82.3 % 78.4 % 15. Restructuring costs On April 17, 2023, the Company announced it would implement certain business transformation initiatives, including an agreement to move its core MA operational platform to UST HealthProof’s (“UST HealthProof”) and additional corporate restructuring actions. The agreement with UST HealthProof includes the transition of certain of the Company’s plan operation functions in support of its Medicare Advantage members pursuant to a master services agreement. In addition to the arrangement with UST HealthProof, in April 2023 the Company conducted a reduction in force to better align its Selling, General, and Administrative cost structure with its revenue base. This restructuring resulted in the elimination of approximately 10 % of the Company's workforce. The Company incurred costs related to these business transformation initiatives, which consisted of employee termination benefits, vendor related costs, and other costs, which are accounted for as exit and disposal costs and recorded pursuant to ASC 420, Exit or Disposal Cost Obligations. For those costs determined to be one-time termination benefits the Company established a liability for the restructuring related expenses when the plan was established, the remaining costs were expensed as incurred. 105 The Restructuring costs are presented in the Company's Consolidated Statements of Operations and Comprehensive Loss, which were as follows: Year ended December 31, 2024 2023 2022 (in thousands) Employee termination (recoveries) benefits $ ( 547 ) $ 4,795 $ — Vendor related costs 822 4,939 — Other 13 87 — Total restructuring costs $ 288 $ 9,821 $ — UST HealthProof Transition As of December 31, 2024, the liability for employee termination benefits was recorded in Accrued salaries and benefits and the liability for vendor related costs and other expenses were recorded in Accounts payable and accrued expenses in the Consolidated Balance Sheets. The liability recorded reflects the Company's best estimate, which may be revised in subsequent periods as the restructuring progresses. The restructuring costs are recorded within the Corporate/Other operating segment. In addition, the Company incurred costs related to software impairment. These costs are recognized in Depreciation and amortization in the Consolidated Statements of Operations and Comprehensive Loss, and totaled less than $ 0.1 million for the year ended December 31, 2024 and $ 0.1 million for the year ended December 31, 2023. Employee Termination Benefits Vendor related costs Other Total (in thousands) Liability as of December 31, 2023 $ 1,781 $ 3,390 $ — $ 5,171 (Recoveries) charges ( 547 ) 822 13 288 Cash payments ( 1,234 ) ( 1,457 ) ( 13 ) ( 2,704 ) Liability as of December 31, 2024 $ — $ 2,755 $ — $ 2,755 Total cumulative costs incurred as of December 31, 2024 $ 4,248 $ 5,761 $ 100 $ 10,109 16. Income Taxes The provision for income taxes consisted of the following for the years ended December 31, 2024, 2023, and 2022, respectively: Year ended December 31, 2024 2023 2022 (in thousands) Current provision $ — $ — $ — Deferred expense — — — Provision for income taxes $ — $ — $ — 106 The provision for income taxes was different from the amount computed using the federal statutory rate of 21% for the years ended December 31, 2024, 2023, and 2022, respectively, due to the following: Year ended December 31, 2024 2023 2022 (in thousands) Income tax provision at federal statutory rate (21%) $ ( 9,032 ) $ ( 44,806 ) $ ( 71,157 ) Hong Kong rate differential ( 24 ) ( 59 ) — 162(m) Limitation 4,297 1,488 — Warrant expense 10 18 ( 189 ) Meals and entertainment 23 27 21 Stock based compensation 7,495 16,408 7,989 Prior year true-up ( 7,637 ) ( 221 ) ( 30,646 ) Other, net 965 ( 231 ) 317 Valuation allowance 3,903 27,376 93,665 Provision for income taxes $ — $ — $ — Deferred income tax balances reflect the impact of temporary differences between the tax bases of assets or liabilities and their reported amounts in the consolidated financial statements and are stated at enacted tax rates expected to be in effect when the reported amounts are actually recovered or settled. Principal components of net deferred tax balances at December 31, 2024 and 2023, respectively, were as follows: Year ended December 31, 2024 2023 (in thousands) Deferred income tax assets: Net operating loss carryforward (NOL) $ 319,934 $ 320,416 Stock based compensation 71,475 66,251 Unpaid claim reserve discounting 475 420 Operating lease liabilities 696 290 Property and equipment, and intangible assets 257 1,590 Accruals 6,060 5,175 Goodwill 3,601 3,601 Other 583 800 Total deferred income tax assets 403,081 398,543 Less: valuation allowance ( 400,809 ) ( 396,906 ) Total deferred income tax assets, net of valuation allowance 2,272 1,637 Deferred income tax liabilities: Operating lease right-of-use assets ( 484 ) ( 672 ) Nontaxable gain on deconsolidation of entity ( 845 ) ( 943 ) Other ( 943 ) ( 22 ) Total deferred income tax liabilities ( 2,272 ) ( 1,637 ) Net deferred income tax assets $ — $ — Operating loss and tax credit carryforwards and protective tax deposits At December 31, 2024 and 2023, the Company had a Federal net operating loss carryforward of $ 1,523.5 million and $ 1,563.8 million. Of the $ 1,523.5 million, Federal net operating loss carryforwards, $ 295.1 million begin to expire in 2033, and $ 1,268.7 million may be carried forward indefinitely, with the exception of net operating losses for the insurance companies. Under Internal Revenue Code Section 382, if a corporation undergoes and "ownership change", the corporation's ability to use its pre-change NOL. carryforwards and other pre-change tax attributes to offset its post-change income may be limited. The Company has completed a study through January 7, 2021 and concluded that ownership changes have occurred that may limit their utilization in future periods. 107 Future realization of the tax benefits of existing temporary differences and net operating loss carryforwards ultimately depends on the existence of sufficient taxable income within the carryforward period. At December 31, 2024 and 2023, the company performed an evaluation to determine whether a valuation allowance was needed. The Company considered all available evidence, both positive and negative, which included the results of operations for the current and preceding years. The Company determined that it was not possible to reasonably quantify future taxable income and determined that it is more likely than not that all of the deferred tax assets will not be realized. Accordingly, the Company maintained a full valuation allowance as of December 31, 2024 and 2023. The Company does not have deposits admitted under Section 6603 of the Internal Revenue Code. Impact of tax planning strategies The Company does not have any tax planning strategies that include the use of reinsurance and there are no deferred tax liabilities not recognized. The Company files income tax returns in the United States. The U.S. Internal Revenue Service ("IRS") is not currently conducting any income tax audits of the Company's returns. The Company's federal income tax returns filed related to tax years subsequent to 2021 remain subject to examination by the IRS. The Company is not aware of any material adjustments that may be proposed as a result of any ongoing or future examinations and does not have material uncertain tax positions reflected in the Consolidated Balance Sheets. On August 16, 2022, the U.S. enacted the Inflation Reduction Act of 2022 (the “IRA”), which contains a number of tax-related provisions, including a 15% corporate alternative minimum tax imposed on certain corporations that meet an income-based test, as well as a 1% nondeductible excise tax on certain stock repurchases. The Company is not subject to the alternative minimum tax in 2024 based on the income-based test and it will continue to evaluate the IRA’s impact as further information becomes available. 17. Net Loss per Share Basic and diluted net loss per share from continuing operations attributable to Class A common stockholders and Class B common stockholders (collectively, "Common Stockholders") for the years indicated were calculated as follows: Year ended December 31, 2024 2023 2022 (in thousands, except for per share and share amounts) Numerator: Net loss from continuing operations attributable to common stockholders $ ( 46,266 ) $ ( 210,148 ) $ ( 254,584 ) Net income (loss) from discontinued operations attributable to common stockholders 3,257 ( 3,213 ) ( 84,983 ) Denominator: Weighted average number of common shares and common share equivalents outstanding, basic and diluted 490,018,730 482,176,127 476,244,262 Basic and diluted loss per share from continuing operations $ ( 0.09 ) $ ( 0.44 ) $ ( 0.53 ) Basic and diluted earnings (loss) per share from discontinued operations $ 0.01 $ ( 0.01 ) $ ( 0.18 ) For all periods presented, the Company had net loss from continuing operations attributable to Common Stockholders. As a result, the Company's potentially dilutive securities, which include Options, RSUs, and PRSUs, have been excluded from the computation of diluted net loss per share from continuing operations, as the effect would be anti-dilutive. Therefore, during these periods, the diluted common shares outstanding equals the average common shares outstanding. The following table presents the potentially dilutive shares that were excluded from the computation of diluted net loss per share of common stock: Year ended December 31, 2024 2023 2022 Options to purchase common stock 24,269,793 24,994,653 26,996,507 RSUs 55,731,587 56,928,405 49,617,199 PRSUs 29,151,407 32,131,532 29,945,235 Total potentially dilutive shares excluded from computation of net loss per share 109,152,787 114,054,590 106,558,941 108 18. Operating Segments Clover Health has one reportable segment: Insurance. The Insurance segment provides PPO and HMO plans to Medicare Advantage members in several states. The segment information is prepared on the same basis that the Company's chief executive officer, who is the Chief Operating Decision Maker ("CODM"). These segment groupings are consistent with information used by the CODM, to assess performance and allocate resources. Net income is used to monitor budget versus actual results. The CODM also uses net income in competitive analysis by benchmarking to the Company’s competitors. The competitive analysis along with the monitoring of budgeted versus actual results are used in assessing performance of the segment and in establishing management’s compensation. The accounting policies of the insurance segment are the same as those described in the summary of significant accounting policies. Year ended December 31, Insurance Segment 2024 2023 2022 (in thousands) Premiums earned, net (net of ceded premiums) $ 1,344,881 $ 1,235,769 $ 1,084,869 Less: Net medical claims incurred 1,010,289 1,003,683 996,410 Salaries and benefits 228,004 252,103 275,755 General and administrative expenses 173,101 179,491 201,508 Segment net loss $ ( 66,513 ) $ ( 199,508 ) $ ( 388,804 ) Reconciliation: Elimination of intersegment profits $ 3,962 $ ( 907 ) $ 3,337 Other income 26,250 24,774 11,683 Other salaries and benefits ( 4,450 ) ( 5,054 ) ( 2,970 ) Other general and administrative expenses ( 3,379 ) ( 3,598 ) ( 2,170 ) Impairment of goodwill and other intangible assets — ( 15,945 ) — Premium deficiency reserve benefit — 7,239 93,517 Depreciation and amortization ( 1,331 ) ( 2,509 ) ( 1,187 ) Restructuring costs ( 288 ) ( 9,821 ) — Other expense — — ( 70 ) Change in fair value of warrants ( 50 ) ( 86 ) 900 Interest expense — ( 7 ) ( 1,333 ) Amortization of notes and securities discounts — — ( 30 ) (Loss) gain on investment ( 467 ) ( 4,726 ) 9,217 Gain on debt extinguishment on note payable — — 23,326 Net loss from continuing operations $ ( 46,266 ) $ ( 210,148 ) $ ( 254,584 ) Total Assets $ 404,966 $ 401,812 $ 354,748 19. Dividend Restrictions The Company's regulated insurance subsidiaries are subject to regulations and standards in their respective jurisdictions. These standards, among other things, require these subsidiaries to maintain specified levels of statutory capital and limit the timing and amount of dividends and other distributions that may be paid to their parent companies. Therefore, the Company's regulated insurance subsidiaries' ability to declare and pay dividends is limited by state regulations including obtaining prior approval by the New Jersey Department of Banking and Insurance. At December 31, 2024 and December 31, 2023, neither of the regulated insurance subsidiaries had been authorized nor paid any dividends. 20. Statutory Equity Applicable insurance department regulations require that the Company's regulated insurance subsidiaries prepare statutory consolidated financial statements in accordance with statutory accounting practices prescribed or permitted by the department of insurance of the respective state of domicile. These practices vary in some aspects from U.S. GAAP, with significant differences including that (a) certain assets are not included in statutory surplus, (b) certain statutory reserves are established by a direct charge to surplus, and (c) certain charges are reported as charges to capital and surplus, rather than as a component of net income. 109 The regulated insurance subsidiaries are subject to certain Risk-Based Capital ("RBC") requirements specified by the National Association of Insurance Commissioners ("NAIC"). Under those requirements, the amount of capital and surplus maintained by the Company's regulated insurance subsidiaries is to be determined based on various risk factors, such as (a) asset quality, (b) asset and liability matching, (c) loss reserve adequacy, and other business factors. Regulatory compliance is determined by a ratio of the Company's regulatory total adjusted capital, as defined by the NAIC, to its authorized control level RBC, as defined by the NAIC. Generally, a ratio in excess of the regulatory threshold requires no corrective actions by the Company or regulators. At December 31, 2024 and 2023, the regulated insurance subsidiaries' capital and surplus of $ 178.8 million and $ 187.4 million, respectively, exceeded the minimum RBC requirements of approximately $ 114.1 million and $ 113.7 million, respectively. 21. Regulatory Matters The Company operates in a highly regulated environment. It is regulated by federal and state of New Jersey regulators. The Company's regulated insurance subsidiaries must be licensed by and are subject to regulation by New Jersey Department of Banking and Insurance, which requires periodic financial reports and enforces minimum capital and/or reserve requirements. The laws and regulations governing the Company's business and interpretations of those laws and regulations are subject to frequent change. Legislative, administrative, and public policy changes to the Health Care Reform Law continue to be debated, and the Company cannot predict if the Health Care Reform Law will be further modified, repealed, or replaced. The broad latitude given to the agencies administering, interpreting and enforcing current and future regulations governing the Company's business could require the Company to change how it conducts its business, restrict revenue and enrollment growth, increase health care and administrative costs and capital requirements, or expose the Company to increased liability in the courts for coverage determinations, contract interpretation and other actions. The health care industry is also regularly subject to negative publicity, including as a result of governmental investigations, adverse media coverage and political debate surrounding industry regulation. Negative publicity may adversely affect the Company's financial position, results of operations and cash flows and damage its reputation. 22. Discontinued Operations In April 2021, the Company began participating in the Global and Professional Direct Contracting of the Centers for Medicare & Medicaid Services ("CMS"), which utilizes a structured model intended to reduce expenditures and preserve or enhance quality of care for people with Medicare fee-for-service ("FFS"). CMS rebranded the DC Model and renamed the model the ACO Realizing Equity, Access, and Community Health (REACH) Model ("ACO REACH Model") effective January 1, 2023. As a participating entity in the DC Model, referred to as the ACO REACH Model at January 1, 2023, with a global risk arrangement, the Company assumes the responsibility of guaranteeing the performance of its care network. The ACO REACH Model is intended to reduce administrative burden and support a focus on complex, chronically ill patients. On December 1, 2023, the Company notified CMS that it will no longer participate as a REACH ACO in connection with the 2024 performance year. The Company’s exit from the ACO REACH Program was made after the Company determined that it is in the Company's best interest to fully exit the ACO REACH Program, and follows its November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023. The nature of the remaining activities relate to the settlement with CMS related to prior performance years which was settled in December 2024. 110 Key components of the financial agreement for ACO REACH included: • Performance Year Benchmark. The target amount for Medicare expenditures on covered items and services (Medicare Part A and B) furnished to an Accountable Care Organization's ("ACO's") aligned beneficiaries during a performance year. The Performance Year Benchmark will be compared to the ACO's performance year expenditures. This comparison will be used to calculate shared savings and shared losses. The Performance Year Benchmark is established at the beginning of the performance year utilizing prospective trend estimates and is subject to retrospective trend adjustments, if warranted, before the Financial Reconciliation. • Performance Year. A calendar year. • Risk-Sharing Arrangements. Used in determining the percent of savings and losses that ACOs are eligible to receive as shared savings or may be required to repay as shared losses. • Financial Reconciliation. The process by which CMS determines shared savings or shared losses by comparing the calculated total benchmark expenditure for a given ACO's aligned population to the actual expenditures of that ACO's aligned beneficiaries over the course of a performance year that includes various risk-mitigation options such as stop-loss reinsurance and risk corridors. • Risk-Mitigation Options. ACOs may elect a "stop-loss arrangement" each performance year, which is designed to reduce the financial uncertainty associated with high-cost expenditures of individual beneficiaries. The Company has elected participation in the program for the current performance year. Additionally, CMS has created a mandatory risk corridor program that allocates the ACO's shared savings and losses in bands of percentage thresholds, after a deviation of greater than 25 % of the Performance Year Benchmark. A summary of the carrying amounts of major assets and liabilities, which were classified as held for settlement in the Consolidated Balance Sheets, follows: December 31, 2024 December 31, 2023 (in thousands) Assets (1) Cash and cash equivalents $ — $ 6,456 Surety bond and deposits — 55,089 Non-Insurance receivable — 10,926 Total assets $ — $ 72,471 Liabilities (1) Unpaid claims $ — $ 2,856 Accrued salaries and benefits — 110 Non-Insurance performance year obligation, current — 15,568 Non-Insurance payable — 41,565 Total liabilities $ — $ 60,099 (1) The assets and liabilities of the disposal group are classified as current in the Consolidated Balance Sheet at December 31, 2023. 111 A summary of the results from discontinued operations included in the Consolidated Statements of Operations and Comprehensive Loss follows: Year ended December 31, 2024 2023 2022 (in thousands) Revenues: Non-Insurance revenue $ ( 396 ) $ 773,177 $ 2,380,135 Total revenues ( 396 ) 773,177 2,380,135 Operating Expenses: Net medical claims incurred ( 5,276 ) 771,798 2,460,879 General and administrative expenses 1,326 4,482 4,239 Restructuring costs 297 110 — Total operating expenses ( 3,653 ) 776,390 2,465,118 Gain (loss) from operations 3,257 ( 3,213 ) ( 84,983 ) Net income (loss) $ 3,257 $ ( 3,213 ) $ ( 84,983 ) A summary of cash flows from discontinued operations included in the Consolidated Statements of Cash Flows follows: Year ended December 31, 2024 2023 2022 (in thousands) Net cash (used in) provided by operating activities $ ( 47,605 ) $ ( 109,514 ) $ 100,674 Performance guarantees Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS. As a result of the Company's former participation in the ACO REACH Model, the Company determined that it was making a performance guarantee with respect to providers under the Non-Insurance arrangement that should be recognized in the consolidated financial statements. The performance guarantee identified relates to the Company guaranteeing the performance of the third-party medical providers. Thus, the contract with CMS is accounted for as a performance guarantee under ASC 460, Guarantees . At the inception of the performance year, the Company measures and recognizes the performance guarantee receivable and obligation, issued in this standalone arm's length transaction, using the practical expedient to fair value as set forth in ASC 460-10-30-2(a). The Company estimates the annualized benchmark, which is the amount recognized in both the Non-Insurance performance year receivable and the Non-Insurance performance year obligation, current. This is consistent with ASC 460-10-25-4, which provides that a guarantor shall recognize in its statement of financial position a liability for that guarantee. In addition, when the guarantee is issued in a standalone transaction for a premium, the offsetting entry should be considered received (such as cash or a receivable) according to ASC 460-10-25-4. Thus the Company recognizes the Non-Insurance performance year receivable on its balance sheets. To subsequently measure and recognize the performance guarantee, the Company follows ASC 460-10-35-2(b) and applies a systematic and rational approach to reflect its release from risk. Under this approach, the Company amortizes on a straight-line basis over the performance year, the obligation. The Company has determined this systematic and rational method is appropriate, as it matches the period in which the guarantee is fulfilled. In addition, ASC 460-10-35-2 provides further guidance on the subsequent measurement related to the Company's performance guarantee. Per ASC 460-10-35-2, depending on the nature of the guarantee, the guarantor's release from risk typically can be recognized over the term of the guarantee using one of three methods: (1) upon expiration or settlement, (2) by systematic or rational amortization, or (3) as the fair value of the guarantee changes. The Company has determined that method (2) is the appropriate method of recognition as discussed above. With respect to each performance year in which the ACO is a participant, the final consideration due to the ACO from CMS ("shared savings") or the consideration due to CMS from the ACO ("shared loss") is reconciled in the subsequent years following the performance year. The shared savings or loss is measured periodically and will be applied to the Non-Insurance performance obligation, current or Non-Insurance performance receivable if the Company is in a probable loss position or probable savings position, respectively. The ACO has entered into an agreement with CMS and a third-party to cover the financial threshold determined by CMS. 112 In April 2021, the Company began participating in the Global and Professional Direct Contracting of the Centers for Medicare & Medicaid Services ("CMS"), which utilizes a structured model intended to reduce expenditures and preserve or enhance quality of care for people with Medicare fee-for-service ("FFS"). CMS rebranded the DC Model and renamed the model the ACO Realizing Equity, Access, and Community Health (REACH) Model ("ACO REACH Model") effective January 1, 2023. As a participating entity in the DC Model, referred to as the ACO REACH Model at January 1, 2023, with a global risk arrangement, the Company assumed the responsibility of guaranteeing the performance of its care network. The ACO REACH Model is intended to reduce administrative burden and support a focus on complex, chronically ill patients. On December 1, 2023, the Company notified CMS that it will no longer participate as a REACH ACO in connection with the 2024 performance year. The Company’s exit from the ACO REACH Program was made after the Company determined that it is in the Company's best interest to fully exit the ACO REACH Program, and follows its November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023. Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS, which, if not obtained, could potentially result in payment to CMS. The Non-Insurance performance year obligation and receivable are amortized on a straight-line basis for the amount that represents the completed performance. The Company is unable to estimate the maximum potential amount of future payments under the guarantee. This is attributable to the stop-loss arrangement and the corridors (tiered levels) in the arrangement. A certain percentage of these arrangements will still be the responsibility of the Company, in addition to a number of variables that are not reasonable for the Company to estimate, such as, but not limited to, risk ratings and benchmark trends that have an inestimable impact on the estimate of future payments. The tables below include the financial statement impacts of the performance guarantee: December 31, 2024 December 31, 2023 (in thousands) Non-Insurance performance year obligation (1) $ — $ 15,568 (1) This obligation represents the consideration due to providers, net of the shared savings or loss for the period and amortization of the liability. Year ended December 31, 2024 2023 2022 (in thousands) Amortization of the Non-Insurance performance year receivable $ — $ ( 751,362 ) $ ( 2,385,116 ) Amortization of the Non-Insurance performance year obligation — 751,362 2,385,116 Non-Insurance revenue ( 396 ) 773,177 2,380,135 Reinsurance Within the ACO arrangement there is an option for each ACO participant to elect participation in a reinsurance arrangement, which is not a separate contract and is included in the current ACO arrangement. The stop loss (charges) premiums and recoupments are incurred in accordance with the regulations set forth in the participation agreement in direct relation to the direct contracting program and will reduce the exposure of high dollar claims to the Company. The premiums (recoupments) are recognized as revenue (contra-revenue), respectively, within Non-Insurance revenue on the Statement of Operations as there is a right to the recoupments as the point of attachment in the stop loss agreement. The effects of the ACO reinsurance arrangements on the accompanying consolidated financial statements for the years ended December 31, 2024 and 2023, respectively, were as follows: Year ended December 31, 2024 2023 2022 (in thousands) Non-Insurance revenue, gross and net $ ( 396 ) $ 773,177 2,380,135 Claims incurred, gross and net ( 5,276 ) 771,798 2,460,879 Reinsurance recoverable, gross and net — 10,926 $ 52,955 Reinsurance recoverable represents the portion of paid claims and unpaid claims that are covered by reinsurance. Amounts recoverable from reinsurers are estimated in a manner consistent with the methods used to determine unpaid claims. 113 CLOVER HEALTH INVESTMENTS, CORP. CONDENSED BALANCE SHEETS (PARENT COMPANY) (Dollars in thousands, except share amounts) Schedule I December 31, 2024 2023 Assets Current assets Cash and cash equivalents $ 146,783 $ 48,312 Short-term investments — 454 Investment securities, available-for sale — 23,564 Investment securities, held-to-maturity — 146 Other receivables 24 — Other assets, current — 247 Total current assets 146,807 72,723 Intercompany interest receivable 4,958 4,958 Intercompany note receivable 40,000 40,000 Investment securities, available-for-sale — 1,507 Investments in consolidated subsidiaries 200,247 197,012 Total assets $ 392,012 $ 316,200 Liabilities and Stockholders' Equity Current liabilities Accounts payable and accrued expenses $ 683 $ 683 Accrued salaries and benefits 6,663 6,598 Other liabilities, current 220 — Total current liabilities 7,566 7,281 Intercompany payable 42,943 22,165 Notes payable, net of discount and deferred issuance costs 360 360 Total liabilities 50,869 29,806 Stockholders' equity Class A Common Stock, $ 0.0001 par value; 2,500,000,000 shares authorized at December 31, 2024 and 2023; 414,493,051 and 401,183,882 issued and outstanding at December 31, 2024 and 2023, respectively 41 40 Class B Common Stock, $ 0.0001 par value; 500,000,000 shares authorized at December 31, 2024 and 2023; 89,032,305 and 87,867,732 issued and outstanding at December 31, 2024 and 2023, respectively 9 9 Additional paid-in capital 2,576,471 2,461,238 Accumulated other comprehensive loss ( 1,584 ) ( 2,370 ) Accumulated deficit ( 2,202,803 ) ( 2,159,794 ) Less: Treasury stock, at cost; 18,752,947 and 7,912,750 shares held at December 31, 2024 and 2023, respectively ( 30,991 ) ( 12,729 ) Total stockholders' equity 341,143 286,394 Total liabilities and stockholders' equity $ 392,012 $ 316,200 114 CLOVER HEALTH INVESTMENTS, CORP. CONDENSED STATEMENTS OF OPERATIONS (PARENT COMPANY) (Dollars in thousands, except share amounts) Year ended December 31, 2024 2023 2022 Revenues: Other income $ 9,355 $ 8,413 $ 5,898 Total revenues 9,355 8,413 5,898 Operating expenses: General and administrative expenses 117 78 784 Total operating expenses 117 78 784 Income from operations 9,238 8,335 5,114 Loss (gain) on equity investment 467 4,726 ( 5,314 ) Gain on extinguishment of note payable — — ( 23,326 ) Equity in net losses of consolidated subsidiaries 51,780 216,970 373,321 Net loss $ ( 43,009 ) $ ( 213,361 ) $ ( 339,567 ) 115 CLOVER HEALTH INVESTMENTS, CORP. CONDENSED STATEMENTS OF CASH FLOWS (PARENT COMPANY) (Dollars in thousands, except share amounts) Year ended December 31, 2024 2023 2022 Cash flows from operating activities: Net loss $ ( 43,009 ) $ ( 213,361 ) $ ( 339,567 ) Adjustments to reconcile net loss to net cash used in operating activities: Intercompany stock-based compensation expense 114,331 140,931 164,305 Gain on extinguishment of note payable — — ( 23,326 ) Accretion, net of amortization ( 102 ) ( 1,614 ) ( 1,648 ) Net realized losses (gains) on investment securities 769 4,321 ( 6,613 ) Changes in operating assets and liabilities: Other receivables ( 24 ) — — Other assets 394 5,464 ( 6,339 ) Accounts payable and accrued expenses — ( 182 ) ( 334 ) Intercompany accrued salaries and benefits 65 22 4,936 Other liabilities 220 — — Intercompany payable 20,778 ( 17,365 ) ( 36,681 ) Net cash provided by (used in) operating activities 93,422 ( 81,784 ) ( 245,267 ) Cash flows from investing activities: Purchases of short-term investments and available-for-sale securities — ( 57,294 ) ( 250,030 ) Proceeds from sales of short-term investments and available-for-sale securities 1,507 30,563 3,829 Proceeds from maturities of short-term investments available-for-sale securities 24,137 173,620 391,643 Investments in consolidated subsidiaries ( 3,235 ) ( 81,441 ) 58,611 Net cash provided by investing activities 22,409 65,448 204,053 Cash flows from financing activities: Issuance of common stock, net of early exercise liability 709 1,150 1,400 Purchase of treasury stock ( 16,490 ) ( 6,220 ) ( 6,362 ) Issuance of common stock under employee stock purchase plan, net of stock issuance costs 193 — — Repurchases of common stock ( 1,772 ) — — Net cash used in financing activities ( 17,360 ) ( 5,070 ) ( 4,962 ) Net increase (decrease) in Cash and cash equivalents 98,471 ( 21,406 ) ( 46,176 ) Cash and cash equivalents, beginning of year 48,312 69,718 115,894 Cash and cash equivalents, end of year $ 146,783 $ 48,312 $ 69,718 Supplemental disclosure of non-cash investing and financing activities Activities from Seek Dissolution — — 735 116 CLOVER HEALTH INVESTMENTS, CORP. Notes to Condensed Financial Statements (Parent Company) 1. Organization and Operations Clover Health Investments, Corp. (the "Company") is a holding company incorporated on July 17, 2014, in the state of Delaware. 2. Summary of Significant Accounting Policies The accompanying condensed financial statements have been prepared using the equity method. Under the equity method, the investment in consolidated subsidiaries is stated at cost plus equity in undistributed earnings of consolidated subsidiaries since the date of acquisition. These condensed financial statements should be read in conjunction with the Company's consolidated financial statements. Use of estimates The preparation of the condensed financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying disclosures. Those estimates are inherently subject to change, and actual results may ultimately differ from those estimates. 3. Insurance Subsidiaries Investments in consolidated subsidiaries include regulated insurance subsidiaries and unregulated subsidiaries. The Company holds $ 151.5 million and $ 83.2 million of cash, cash equivalents, and investment securities at the parent and unregulated subsidiaries at December 31, 2024 and 2023, respectively. The Company holds $ 286.1 million and $ 280.5 million of cash, cash equivalents, and investment securities in regulated insurance subsidiaries at December 31, 2024 and 2023, respectively. 4. Surplus Note Effective December 22, 2016, the Company contributed $ 40.0 million to Clover Insurance Company, a wholly-owned subsidiary, in exchange for a surplus note. The outstanding balance, including accrued interest, was due and payable on December 31, 2020, but remains unpaid with the payment terms under review for extension until December 31, 2024, by the Commissioner of Banking and Insurance of the State of New Jersey. In accordance with the New Jersey Department of Banking and Insurance regulations, the Company filed a Form D with the department requesting an extension of payment until December 31, 2027. No payment of principal or interest on the surplus note shall be made without the prior written approval of the Commissioner of Banking and Insurance of the State of New Jersey. 117 Schedule II CLOVER HEALTH INVESTMENTS, CORP. VALUATION AND QUALIFYING ACCOUNTS Additions Balance at beginning of period Charged to costs and expenses Charge to other accounts (Deductions) Balance at end of period (in thousands) Year ended December 31, 2023 Valuation allowance for deferred tax assets $ 369,530 $ 27,376 $ — $ — $ 396,906 Year ended December 31, 2024 Valuation allowance for deferred tax assets 396,906 3,903 — — 400,809 The accompanying notes are an integral part of these consolidated financial statements. Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.