What changed in this filing

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Item 1. Business

2026-02-27 compared with 2025-03-03 · 62 added, 48 removed, 370 unchanged (23% of the section changed)

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This results in earlier diagnosis and treatment, earlier disease management and more affordable and accessible care.

Our strategy is to improve the care of our Medicare beneficiaries, develop wide physician networks, and provide technology to help empower physicians.

Our proprietary software platform, Clover Assistant (licensed externally as Counterpart Assistant) helps us execute this strategy by enabling physicians to detect, identify, and manage chronic diseases better than they otherwise could.

This technology is a cloud-based software platform, that curates medical records from over 100 data sources and provides physicians with access to data-driven insights and personalized care recommendations for the patients.

Our strategy is to improve the care of our Medicare Advantage ("MA") members, develop wide physician networks, and provide technology to help empower physicians.

Our proprietary software platform, Clover Assistant (licensed externally as Counterpart Assistant), supports clinical real-time decision making at the point of care by equipping the clinical with data and insights.

This helps us execute our strategy by enabling physicians to detect, identify, and manage chronic diseases better than they otherwise could.

This technology is a cloud-based software platform that curates data from over 100 sources and provides physicians with access to data-driven insights and personalized care recommendations for the patients.

Our differentiated approach can be summarized as follows:

(1) Represents full year 2024 MCR and BER ratios for Clover Health, as well as most recent results of other public companies with “Traditional MA Plan” approaches that have reported results as of the time of filing of this Form 10-K.

(2) Insurance Benefits expense ratio (“BER”) is a non-GAAP financial measure.

We calculate our Insurance BER by taking the total of Insurance net medical expenses incurred and quality improvements, and dividing that total by premiums earned on a net basis, in a given period.

(1) Represents full year 2025 Benefits expense ratio (“BER”) for Clover Health, as well as most recent results of other public companies with “Traditional MA Plan” approaches that have reported results as of the time of this publication.

BER is a non-GAAP financial measure.

We calculate our BER by taking the total of Insurance net medical expenses incurred and quality improvements, and dividing that total by premiums earned on a net basis, in a given period.

Please refer to the Company's Key Performance Measures included in Part II, Item 7 of this Form 10-K , for a reconciliation of BER to Insurance Net medical claims incurred, net, the most directly comparable GAAP measure.

Provider use of Clover Assistant enables data-driven clinical decision-making that benefits our members and drives rapid software iteration:

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We complement our wide-network physicians and their patients with our longitudinal home-based primary care program for our highest acuity members, Clover Home Care, powered by Clover Assistant.

This program covers the most medically complex patients, often with advanced comorbidities.

This program covers the most medically complex patients, often with advanced co-morbidities.

We believe Clover Assistant makes home care for high-risk individuals more scalable than fixed-site-based care.

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Clover Home Care seeks to preserve the PCP-to-patient relationship through collaboration, which aims to improve health outcomes and reduce medical expenses.

We have made it a priority to work with Medicare beneficiaries in underserved markets.

We have made it a priority to work with Medicare eligible seniors in underserved markets.

This includes MA members diagnosed with at least two chronic diseases, as well as members living in communities that fall within the top five deciles of what the government defines as areas of socioeconomic deprivation.

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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.

Strategically, Counterpart Health, Inc., a subsidiary of Clover Health, aims to extend the benefits of proven data-driven 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.

Unless the context otherwise provides, references to Clover Assistant in this report also refer to Counterpart Assistant, as applicable.

We are continuing external commercialization efforts through Counterpart Health, to bring Clover's care model to more plans and providers nationwide.

Counterpart Health is not yet significant to our overall business or results of operations.

We remain focused on increasing total lives on Counterpart Health alongside Clover's growing Medicare Advantage Plan.

Clover Health was incorporated on October 18, 2019, as a special purpose acquisition company and a Cayman Islands exempted company under the name Social Capital Hedosophia Holdings Corp.

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The image below represents an example of the Clover Assistant interface:

Our vision is to empower every physician with Clover Assistant technology to identify, manage, and treat chronic diseases earlier.

We've published multiple white papers on the impact of Clover Assistant in real-world clinical settings.

The image below shows the findings from our previously published papers:

(1) This analysis focuses on performance by non-SNP PPO plans with over 2,000 lives as of September 1, 2025 on HEDIS measures applicable to non-SNPs that were used for CMS’s MY 2024 Star ratings, applying the measure ranges used by CMS.

(2) “Clover Assistant Use and Diagnosis and Progression of Chronic Kidney Disease” www.cloverhealth.com/clinicalcare/ckd;

“Clover Assistant Use and Diagnosis, Treatment, and Progression of Diabetes” www.cloverhealth.com/clinicalcare/diabetes;

“Driving Clinical Excellence in Chronic Disease:

Counterpart Assistant’s Role in Heart Failure Care” https://cdn.counterparthealth.com/whitepapers/2025_05_chf_whitepaper.pdf;

“Counterpart Assistant Drives Clinical Excellence”, for detailed methodology and the HEDIS performance of the broader industry visit, please see here;

“Driving Clinical Excellence in Chronic Disease:

Counterpart Assistant’s Role in Chronic Obstructive Pulmonary Disease Care” https://cdn.counterparthealth.com/whitepapers/2025_08_copd_whitepaper.pdf;

“Bridging the Divide:

Counterpart Assistant Use by PCPs in Underserved Chronic Disease Populations Associated with Earlier Diagnosis and Less Frequent Hospitalization” https://cdn.counterparthealth.com/whitepapers/counterpart-sedn.pdf

We believe the key features that differentiate our Clover Assistant platform from other healthcare technology include the following:

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Taking this holistic approach helps us to improve personalized chronic disease management and care coordination.

Clover Health has published data demonstrating the technology’s impact on Medication Adherence, as well as the earlier identification and management of Diabetes and Chronic Kidney Disease.

Clover Health has published data demonstrating the technology’s impact on Medication Adherence, Congestive Heart Failure, Chronic Obstructive Pulmonary Disease, and in Underserved Populations as well as the earlier identification and management of Diabetes and Chronic Kidney Disease.

The following features of our clinical care capabilities provide significant value to providers and our beneficiaries:

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• Quality gap closure.

Clover Assistant identifies opportunities for improvement in clinical quality gaps, including those prioritized by CMS' Star Ratings Program (plan performance measures that drive bonus payments for plan providers), such as prescription drug adherence, regular cancer screenings and the annual flu shot.

Clover Assistant identifies opportunities for improvement in clinical quality gaps, including those prioritized by Centers for Medicare & Medicaid Services' ("CMS") Star Ratings Program (plan performance measures that drive bonus payments for plan providers), such as prescription drug adherence, regular cancer screenings and the annual flu shot.

By improving patient care management plans and addressing these quality gaps with evidence-based guidelines, we expect to reduce costs and improve care over the long term.

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Below is a snapshot of several clinical programs we offer:

• Clover Home Care .

• Clover In-Home Care .

Home-based care management for our most complex and highest acuity patients.

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Advanced care planning support and palliative care for patients with limited life expectancy.

• Readmission Prevention Program .

• Welcome Home Program .

Care transition support for patients recently discharged from a hospital or post-acute care.

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Clover Assistant supports coordination of our high risk-members' care through our clinical programs, from identification of members who would benefit from such programs, through engagement to clinical care.

(1) Our data shows that since 2021, MCRs for members enrolled in our In-Home Care program (highest acuity population) have decreased over a three year period.

Powered by Clover Assistant, we provide longitudinal care via various care delivery programs for our most at-risk members.

Broadly speaking, our strategy can be summarized as follows:

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discretion to choose any new Medicare provider willing to see them, or keep an existing provider.

The substantial majority of our members are enrolled in our open network plans, meaning that our members need not worry about verifying whether their Medicare provider is in or out of our network, as they pay the same amount in either case.

The substantial majority of our members are enrolled in our open network plans, meaning that our members need not worry about verifying whether their primary care provider is in or out of our network, as they pay the same amount in either case.

• Clover Assistant is the ultimate assistant.

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This model focuses on relieving providers of additional administrative burdens, empowering them to spend more time on care.

Clover offers high-quality healthcare for our Medicare beneficiaries

Clover offers high-quality healthcare for our Medicare members

We believe our software-powered, primary care-centric approach addresses key systemic issues in healthcare, improving the quality of care and making care more affordable and accessible, regardless of a patient's socioeconomic status or geography.

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We believe our focus on personalized evidence-based clinical recommendations leading to early disease identification, treatment, and management, and quality gap closure allow us to reduce medical costs over the long-term.

Our innovative approach to preventive care empowers providers to spend more time understanding their patient and personalized, evidence-based guidelines and helps reduce the incidence of high-cost events that drive the largest share of healthcare expenditures.

Our innovative approach to preventive care empowers providers to spend more time understanding their patients and personalized, evidence-based guidelines and helps reduce the incidence of high-cost events that drive the largest share of healthcare expenditures.

Clover Assistant Architecture

Clover Assistant is a differentiated, scalable platform that is able to combine data synthesis and insight generation to provide unique and actionable insights to providers.

Clover Assistant platform synthesizes comprehensive, longitudinal sets of data, generates clinically-focused machine learning, artificial intelligence, and rules-based insights, and drives action by surfacing the most relevant, personalized information to providers designed to assist them in the early identification and management of disease.

The Clover Assistant platform synthesizes comprehensive, longitudinal sets of data, generates clinically-focused machine learning, artificial intelligence, and rules-based insights, and drives action by surfacing the most relevant, personalized information to providers designed to assist them in the early identification and management of disease.

Our platform's excellence is centered on this three-pronged approach:

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We then input this data back into our data and insight layers, creating a loop of bi-directional information exchange.

Across all three prongs of our platform, Clover Assistant is designed to ensure data integrity and security to protect our users' and patients' information, identities, and privacy.

As such, we have invested significantly in data protection and have in place strict data protection protocols.

Clover has in place policies designed to ensure compliance with guidelines promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA"), and all data in transit and at rest are encrypted.

Data transfers, including API calls to and from third parties are authenticated via password, token, or two-way multiple transport layer security.

Clover discourages and minimizes local data storage as a deterrence against physical device and data loss.

Clover Assistant data is stored in the cloud, with backups across Amazon Web Services and the Google Cloud Platform and secured by centralized identity access and management.

Across all three prongs of our platform, Clover Assistant is designed and operated to preserve the confidentiality, integrity and availability of users’ and patients’ information in accordance with applicable law and recognized industry standards.

Clover has in place policies designed to ensure compliance with guidelines promulgated pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA").

We have implemented a formal information security and privacy program that aligns to third-party frameworks and certifications (including HITRUST and SOC 2), and we maintain programmatic, auditable controls to support those certifications.

Product-level security for Clover Assistant is governed by a dedicated product security function that works in coordination with corporate information security to design and operate controls appropriate for our clinical and customer-facing services.

Our security program includes continuous monitoring, vulnerability management and remediation, periodic penetration and risk assessments, incident response and business continuity planning, and ongoing employee security awareness and testing.

Additional Products Built on Clover Assistant Platform

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We also enter into co-branding arrangements with providers and other provider institutions.

We market or may market our plans through a number of channels including, but not limited to, direct mail, marketing materials in providers' offices, the Internet, telesales, and free marketing channels provided by the U.S.

We market or may market our plans through a number of channels including, but not limited to, direct mail, marketing materials on our website and on the Internet, telesales, and free marketing channels provided by the U.S.

government, such as the Medicare Plan Finder.

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The physician enablement space is highly competitive, and there are many players competing within the technology space as well as within segments of Medicare such as MA and Original Medicare.

We compete in certain segments within the healthcare market, including MA plans as well as other healthcare technology platforms, and intend to enter into others, including other models offered by CMS.

We compete in certain segments within the healthcare market, including MA plans as well as other healthcare technology platforms.

Competition in our market involves rapidly changing technologies, evolving regulatory requirements and industry expectations, new product offerings and constantly evolving beneficiary and provider preferences and user requirements.

We face competition from incumbent MA sponsors, many of whom are developing their own technology or partnering with third-party technology providers to drive improvements in care.

Our competitors include large, national insurers, such as UnitedHealth, Aetna, Humana, Cigna, Centene, and Elevance Health, as well as regional plans such as Blue Cross Blue Shield affiliates, Alignment Health, and Devoted Health.

We also face competition from Original Medicare providers and health insurance companies.

Our competitors generally include large, national insurers, such as United Health, Aetna, Humana, Centene, and Elevance Health that provide MA plans, as well as regional-based companies or health plans that provide MA plans, including Blue Cross Blue Shield affiliates, Alignment Health, and Devoted Health, Oscar Health, hospital systems and provider-based organizations.

We also face competition in the physician enablement space from offerings and tools that allow providers to offer value-based care, offerings such as EHRs and other tools that promote high physician enablement, and any other product or tool designed to enable a physician to improve care.

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Our vision is made possible through the efforts put forth by our teams.

We strive to attract and retain highly qualified talent from different skillsets, professional backgrounds and industries in support of our range of businesses from technology to healthcare.

We strive to attract and retain highly qualified talent from different skill sets, professional backgrounds and industries in support of our range of businesses from technology to healthcare.

Bringing together motivated, inquisitive and mission-oriented talent has provided us with a strategic advantage and is key to our success.

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At December 31, 2025, we had 724 employees with approximately 93% in the U.S.

and 9% in Hong Kong with the remaining 4% dispersed in various countries.

and 6% in Hong Kong with the remaining less than 1% dispersed in various countries.

Excellence in Distributed Work

We operate a distributed team model from the Board of Directors on down within our organization, and we believe that our distributed approach to teams allows us to attract the best talent for each and every role, without geographic constraints.

In August 2018, we opened an office in Hong Kong, which has since grown to a team of 49 employees.

In August 2018, we opened an office in Hong Kong, which now has a team of 41 employees.

Building Future Leaders

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The onboarding plans also provide opportunities for check-ins, feedback and re-prioritization of workload.

In 2024, we conducted a comprehensive talent review of our director-level and above employees to gain insights into our bench of talent in senior roles.

Additionally, we initiated a leadership development skills coaching program with an external vendor tailored for mid-level managers across Clover.

This program aims to enhance critical competencies essential for driving performance, making sound decisions, and fostering a collaborative culture within the organization.

Throughout the year, several key leaders participated in executive coaching engagements and leadership development activities facilitated by external partners.

Furthermore, we introduced a new tool designed to assist employees and managers in crafting individual development plans to support their ongoing growth beyond 2024.

Employee Engagement & Feedback

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Our annual performance management cycle includes a 360 calibration review for employees at all levels as we believe it provides the most holistic and meaningful snapshot on performance.

In 2024, we deepened our investment in our performance management and survey tool by focusing on individual development plans by equipping managers and employees with better tools to support conversations related to setting meaningful career goals, encouraging every employee to establish a structured path for growth.

Additionally, we matured our survey strategy to provide more actionable insights across the employee experience in areas like leadership, support, culture and overall employee experience.

By refining our approach to pulse surveys, our annual engagement survey, and performance feedback, we aim to create a more responsive, data-informed environment that fosters both individual and organizational growth.

Attracting & Retaining Top Talent

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We are also subject to CMS audits related to our compliance with CMS contracts, the performance of the plan, adherence to governing rules and regulations, and the quality of care we provide to Medicare beneficiaries, among other areas.

For example, CMS currently conducts Risk Adjustments Data Validation audits of a subset of MA contracts for each contract year.

For example, CMS currently conducts Risk Adjustments Data Validation audits of MA contracts for each contract year.

In addition, the Department of Health and Human Services Office of Inspector General also audits risk adjustments of companies offering MA plans, and we anticipate this remaining a focus of government inquiries and investigations in the next few years.

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There are numerous state and federal laws and regulations related to the privacy and security of health information.

Laws in all 50 states require businesses to provide notices to affected individuals whose personal information has been disclosed as a result of a data breach, and certain states require notifications for data breaches involving individually identifiable health information.

Many states require holders of personal information to maintain safeguards and take certain actions in response to a data breach, such as maintaining reasonable security measures and providing prompt notification of the breach to affected individuals and the state's attorney general.

In particular, regulations promulgated pursuant to HIPAA impose a number of obligations on issuers of health insurance coverage and health benefit plan sponsors.

Health insurers, HMOs, and healthcare providers that transmit health information electronically are included in HIPAA's definition of "Covered Entities." Regulations promulgated to implement HIPAA and the Health Information Technology for Economic and Clinical Health Act ("HITECH") also require that "business associates" (e.g., entities that perform functions or provide services involving the use or disclosure of protected health information to health plans and providers, such as electronic claims clearinghouses, print and fulfillment vendors and consultants acting for or on behalf of Covered Entities be contractually obligated to meet HIPAA standards.

In particular, regulations promulgated pursuant to HIPAA impose a number of obligations on covered entities, including issuers of health insurance coverage and health benefit plan sponsors.

Health insurers, HMOs, and healthcare providers that transmit health information electronically are included in HIPAA's Privacy Rule definition of "Covered Entities." Regulations promulgated to implement HIPAA and the Health Information Technology for Economic and Clinical Health Act ("HITECH") also require that "business associates" (e.g., entities that perform functions or provide services involving the use or disclosure of protected health information on behalf of health plans and providers, such as electronic claims clearinghouses, print and fulfillment vendors and consultants acting for or on behalf of Covered Entities be contractually obligated to meet HIPAA standards.

These regulations govern privacy and security of electronic health information;

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Department of Health and Human Services ("HHS") and the Federal Trade Commission ("FTC"), affected individuals, and in some cases, to the local media.

They provide for financial penalties and, in certain cases, criminal penalties for individuals, including employees, for privacy violations.

They provide for financial penalties and, in certain cases, criminal penalties for individuals, including employees, for privacy or security violations.

In addition, OCR performs compliance audits in order to proactively enforce the HIPAA privacy and security standards and, as a result, may conduct audits of health plans, providers and other parties to enforce HIPAA compliance.

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HIPAA does not preempt state laws that provide more stringent privacy protection than those provided for under HIPAA;

as such, we may be subject to additional state privacy laws in the states in which we operate.

as such, we may be subject to additional state privacy laws in the states in which we operate that are more privacy protective than HIPAA.

Additionally, states have adopted regulations to implement provisions of the Financial Modernization Act of 1999 (also known as the Gramm-Leach-Bliley Act ("GLBA")) which generally require insurers to provide customers with notice regarding how their non-public personal health and financial information is used and the opportunity to "opt out" of certain disclosures before the insurer shares such information with a non-affiliated third party.

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Federal and state consumer protection laws are being applied increasingly by the FTC and states' attorneys general to regulate the collection, use, storage, and disclosure of personal or health information, through websites or otherwise, and to regulate the presentation of website content.

Courts may also adopt the standards for fair information practices ("FIPs") promulgated by the FTC, which concern consumer notice, choice, security, and access.

Courts may also adopt the standards for fair information practices promulgated by the FTC, which concern consumer notice, choice, security, and access.

The FTC Act, Section 5 prohibits unfair or deceptive practices, which includes investigation and enforcement of misleading or deceptive claims made by companies.

These issues can include claims made in privacy policies around how consumer health data will be used or disclosed.

Consumer protection laws require us to publish statements to our lives under management that describe how we handle personal information and choices they may have about the way we handle personal information.

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In addition, states have begun to enact more comprehensive privacy laws and regulations addressing consumer rights relating to data use and disclosure, confidentiality, transparency, and cybersecurity.

Violations by us of federal and state privacy and security laws and other contractual requirements may result in significant liability and expense, damage to our reputation and the termination of relationships with our customers.

Violations by us of applicable federal and state privacy and security laws and other contractual requirements may result in significant liability and expense, damage to our reputation and the termination of relationships with our customers.

There are federal and state laws that govern specific types of health information, including but not limited to substance use disorder information, mental health information, and reproductive health information.

42 CFR Part 2 governs the confidentiality of substance use disorder information at the federal level, and recent regulatory efforts have better aligned use and disclosure of Part 2 information with PHI, regulated by HIPAA.

Some states have also enacted condition-specific health privacy laws that restrict the use or disclosure of specific types of information, and to the extent applicable, the Company must comply with those requirements.

Washington’s My Health My Data Law) Such laws must be reviewed for applicability to the Company and impose additional obligations to those of HIPAA.

Fraud and abuse laws

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We use the investor relations page of our website for purposes of compliance with Regulation FD and as a routine channel for distribution of important information, including news releases, analyst presentations, financial information and corporate governance practices.

We also use certain social media channels as a means of disclosing information about the Company and our products to our customers, investors and the public, including @CloverHealth and #CloverHealth on X (formerly known as Twitter), and the LinkedIn accounts of our Chief Executive Officer, Andrew Toy and Chief Financial Officer, Peter Kuipers.

We also use certain social media channels as a means of disclosing information about the Company and our products to our customers, investors and the public, including @CloverHealth and #CloverHealth on X, and the LinkedIn accounts of our Chief Executive Officer, Andrew Toy and Chief Financial Officer, Peter Kuipers.

The information posted on social media channels is not incorporated by reference in this report or in any other report or document we file with the SEC.

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Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-K

Item 1. Business