What changed in this filing

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Item 8. Financial Statements and Supplementary Data

2026-02-27 compared with 2025-03-03 · 227 added, 391 removed, 1180 unchanged (34% of the section changed)

4 unchanged sentences

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”).

(the Company) as of December 31, 2025 and 2024, 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, 2025, and the related notes and financial statement schedules listed in the Index at Item 15 (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, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025, 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 .

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, 2025, 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 February 27, 2026, expressed an unqualified opinion thereon .

Basis for Opinion

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New York, New York

March 3, 2025

February 27, 2026

CLOVER HEALTH INVESTMENTS, CORP.

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Healthcare receivables

94,866 51,539

Prepaid expenses 18,209 13,174

Other assets, current 10,649 15,603

Assets related to discontinued operations (Note 22)

Total current assets 307,855 343,124

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Investment securities, held-to-maturity (Fair value:

12,571 14,343

Property and equipment, net 6,385 5,307

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Other liabilities, current 3,324 3,466

Liabilities related to discontinued operations (Note 22)

Total current liabilities 208,823 213,516

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Additional paid-in capital 2,682,663 2,576,471

Accumulated other comprehensive loss

Accumulated other comprehensive income (loss)

528 ( 1,584 )

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Restructuring costs — 288 9,821

Other expense — — 70

Total operating expenses 2,009,837 1,416,880 1,465,872

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Interest expense — — 7

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 )

Loss on investment — 467 4,726

Net loss from continuing operations ( 85,549 ) ( 46,266 ) ( 210,148 )

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Basic and diluted earnings (loss) per share $ — $ 0.01 $ ( 0.01 )

Net unrealized gain (loss) on available-for-sale investments 786 7,004 ( 7,440 )

Net unrealized gain on available-for-sale investments 2,112 786 7,004

Comprehensive loss $ ( 83,437 ) $ ( 42,223 ) $ ( 206,357 )

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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

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Vested restricted stock units 14,117,561 2 1,773,104 — — — — — — 2

Vested performance stock units 8,951 — — — — — — — — —

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 ( 2,058,022 ) — — — 2,058,022 ( 6,362 ) — — — ( 6,362 )

Shares withheld for taxes on equity awards ( 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

Activities from seek dissolution — — — — — — ( 735 ) — — ( 735 )

Derecognition of non-controlling interest — — — — — — — — — ( 3,903 )

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

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 409,594 — — — — — 709 — — 709

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Conversion from class B common stock to class A common stock 617,060 — ( 617,060 ) — — — — — — —

Treasury stock ( 5,839,998 ) — — — 5,839,998 ( 6,220 ) — — — ( 6,220 )

Shares withheld for taxes on equity awards ( 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 )

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Conversion from class B common stock to class A common stock 1,846 — ( 1,846 ) — — — — — — —

Treasury stock ( 9,001,888 ) ( 1 ) — — 9,001,888 ( 16,490 ) — — — ( 16,491 )

Shares withheld for taxes on equity awards ( 9,589,903 ) ( 1 ) — — 9,589,903 ( 36,899 ) — — — ( 36,900 )

Issuance of common stock under employee stock purchase plan 466,289 — — — — — 1,096 — — 1,096

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Net loss $ ( 85,549 ) $ ( 43,009 ) $ ( 213,361 )

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Adjustments to reconcile net loss to net cash (used in) provided by operating activities:

Depreciation and amortization expense 1,686 1,331 2,509

Amortization of notes and securities discounts and debt issuance costs — — 30

Stock-based compensation 103,657 114,331 140,931

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Accretion, net of amortization ( 1,843 ) ( 2,524 ) ( 4,014 )

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 )

Change in accrued interest earned 271 ( 571 ) —

Net realized gains on investment securities ( 979 ) ( 480 ) ( 20 )

Loss on investment — 467 4,726

Impairment of goodwill and other intangible assets — — 15,945

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Other liabilities ( 2,741 ) 606 6,404

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 )

Net cash (used in) provided by operating activities from continuing operations ( 66,934 ) 82,450 ( 35,148 )

Net cash used in operating activities from discontinued operations — ( 47,605 ) ( 109,514 )

Net cash (used in) provided by operating activities ( 66,934 ) 34,845 ( 144,662 )

Cash flows from investing activities:

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Proceeds from maturities of short-term investments and available-for-sale securities 26,053 119,689 255,728

Acquisition of business, net of cash acquired — — ( 16,200 )

Purchases of property and equipment ( 2,043 ) ( 1,556 ) ( 584 )

Acquisition of Clover Therapeutics Series A preferred shares — — ( 250 )

Net cash provided by investing activities 4,076 565 140,013

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Issuance of common stock under employee stock purchase plan, net of stock issuance costs 1,096 193 1,116

Treasury stock acquired ( 16,491 ) ( 6,220 ) ( 6,362 )

Cash paid for shares withheld related to stock-based compensation ( 36,900 ) ( 16,491 ) ( 6,220 )

Repurchases of common stock ( 18,298 ) ( 1,772 ) —

Net cash used in financing activities ( 53,384 ) ( 17,361 ) ( 5,070 )

Net increase (decrease) in cash and cash equivalents 18,049 ( 9,719 ) ( 113,755 )

Net (decrease) increase in cash and cash equivalents ( 116,242 ) 18,049 ( 9,719 )

Cash and cash equivalents, beginning of period 194,543 176,494 186,213

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Restricted cash — — 53,631

— 53,631 82,422

Total cash, cash equivalents, and restricted cash $ 78,301 $ 194,543 $ 176,494

$ 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

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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.

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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.

In 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.

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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.

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

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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 received in advance of the service period are reported as deferred revenue on the Consolidated Balance Sheets within Other liabilities, current 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.

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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.

Effective January 1, 2021, the Company adopted the provisions of ASC 326, Current Expected Credit Loss, 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.

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The majority of receivables are from CMS, a United States government entity that presents very limited credit risk.

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.

Other income consists of income from operating subleases, miscellaneous revenue, investment income, commissions, realized gains and losses, and software as a services and tech-enabled services.

Investment income includes interest, dividends received or accrued on investments, and realized gains or losses, and unrealized gains and losses on equity securities recognized at fair value.

Investment income is reported as earned and is presented net of related investment expenses and expected credit losses.

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These private warrants were classified within Level 3 due to the subjectivity and use of estimates in the calculation of their fair value.

During the year ended December 31, 2025, the warrants were settled or expired following the acquisition of the underlying entities.

As of December 31, 2025, no warrant assets remain outstanding.

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 .

Depreciation is recorded using the straight-line method over the estimated useful lives of the respective assets, which are generally three to five years.

Leasehold improvements are amortized over the shorter of the remaining lease term or estimated useful life of the leasehold improvement.

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An impairment loss is recognized based on the excess of the carrying value over the fair value of the asset.

Capitalized Software

We capitalize certain costs, such as compensation costs, including stock-based compensation, and interest incurred on outstanding debt, in developing internal-use software once planning has been completed, management has authorized and committed project funding, and it is probable that the project will be completed and the software will function as intended.

Amortization of such costs occurs on a straight-line basis over the estimated useful life of the related asset and begins once the asset is ready for its intended use.

Costs incurred prior to meeting these criteria, together with costs incurred for training and maintenance, are expensed as incurred.

In addition, we capitalize interest incurred on outstanding debt during the period of construction-in-progress of certain assets as applicable.

Goodwill and other intangible assets

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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.

There was no impairment of goodwill during the years ended December 31, 2025 or December 31, 2024, and there was an $ 11.7 million impairment of goodwill for the year ended December 31, 2023.

Other intangible assets arising from business combinations are initially recognized at fair value at the date of acquisition.

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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.

For the years ended December 31, 2025 and December 31, 2024 there was no impairment related to intangible assets with indefinite useful lives.

For the year ended December 31, 2023, there was $ 4.2 million of impairment related to intangible assets with indefinite useful lives.

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.

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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.

Net medical claims incurred reported within the Consolidated Statements of Operations and Comprehensive Loss includes direct medical expenses.

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.

1 unchanged sentence

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.

Overpayments to providers are recognized as a contra medical expense and reported within Other assets, current within the Consolidated Balance Sheets.

Premium deficiency reserve

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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.

At December 31, 2025 and 2024, respectively, management performed its premium deficiency reserve assessment and determined that no premium deficiency reserve was required, and therefore no liability was recognized.

Revenue recognition

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General and administrative expenses also include claim adjudication and processing costs.

Net earnings (loss) per share

Net 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.

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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.

There have been no new accounting pronouncements adopted during the year ended December 31, 2025 that had a material impact on the Company's consolidated financial statements.

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).

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The Company is currently evaluating the impact of ASU 2024-03 on its consolidated financial statements and related disclosures.

In July 2025, the FASB issued ASU 2025-05, Financial Instruments-Credit Losses (Topic 326):

Measurement of Credit Losses for Accounts Receivables and Contract Assets.

The amendments in this update provide a practical expedient for entities when estimating expected credit losses on current accounts receivable and contract assets.

The expedient allows an entity to assume that economic conditions as of the balance sheet date will remain unchanged for the remaining life of the asset when forecasting expected credit losses.

The ASU is effective for fiscal years beginning after December 15, 2025, and interim periods within those fiscal years.

The Company is currently evaluating the impact of ASU 2025-05 on its consolidated financial statements and related disclosures.

In August 2025, the FASB issued ASU 2025-06, Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40):

Targeted Improvements to the Accounting for Internal-Use Software.

The amendments in this update modernize the accounting for costs related to internal-use software to better align with current software development practices, such as agile methodologies.

The update removes the previous stage-based model for capitalization.

Instead, capitalization will begin when management authorizes and commits funding to a project, and it is probable the project will be completed for its intended function.

The ASU is effective for annual periods beginning after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact of ASU 2025-06 on its consolidated financial statements and related disclosures.

In September 2025, the FASB issued ASU 2025-07, Derivatives and Hedging (Topic 815) and Revenue from Contracts with Customers (Topic 606):

Derivatives Scope Refinements and Clarification for Share-Based Noncash Consideration from a Customer in a Revenue Contract.

The amendments in this update expand the scope exception in Topic 815 to exclude certain non-exchange-traded contracts with underlying based on the operations or activities of one of the parties to the contract.

Additionally, the update clarifies that share-based noncash consideration received from a customer is subject to the guidance in Topic 606 until the right to consideration is unconditional.

The ASU is effective for annual periods beginning after December 15, 2026, with early adoption permitted.

The Company is currently evaluating the impact of ASU 2025-07 on its consolidated financial statements and related disclosures.

Investment Securities

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Gross realized losses ( 10 ) — ( 19 )

Net realized gains (losses)

Net realized gains

$ 979 $ 480 $ 20

1 unchanged sentence

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

The following tables present a summary of fair value measurements for financial instruments at December 31, 2025 and December 31, 2024, respectively:

December 31, 2025 Level 1 Level 2 Level 3 Total Fair Value

(in thousands)

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Corporate debt securities — 80,495 — 80,495

Private equity investments

— — 12,226 12,226

1 unchanged sentence

Total assets at fair value $ — $ 210,223 $ 12,226 $ 222,449

December 31, 2023 Level 1 Level 2 Level 3 Total fair

December 31, 2024 Level 1 Level 2 Level 3 Total Fair Value

(in thousands)

1 unchanged sentence

Corporate debt securities — 88,502 — 88,502

1,853 — — 1,853

Warrants receivable — — 764 764

— 1,953 — 1,953

Total assets at fair value $ — $ 228,716 $ 764 $ 229,480

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

The changes in balances of Clover's Level 3 financial assets and liabilities were as follows:

(in thousands)

Balance, December 31, 2023 $ — $ 814 $ 814

Total unrealized losses

Unrealized gains — 50 50

Balance, December 31, 2024 $ — $ 764 $ 764

Total unrealized losses

Realized gains — 815 815

Unrealized gains (losses) 10,400 ( 835 ) 9,565

Sales — ( 744 ) ( 744 )

Transfers in 1,826 — 1,826

Balance, December 31, 2025 $ 12,226 $ — $ 12,226

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.

Unrealized gains for assets still held, included in Net loss $ 10,400 $ — $ 10,400

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.

During the year ended December 31, 2025, 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, Derivatives and Hedging, and are presented in Other assets, non-current in 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 in Change in fair value of warrants in 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.

During the year ended December 31, 2025, one of the Company's warrant receivable arrangements was fully liquidated.

The liquidation resulted in a realized gain recorded in the Consolidated Statement of Operations and Comprehensive Loss.

Immediately prior to liquidation, the fair value of the warrants receivable was $ 0.7 million.

The Company received $ 1.6 million in total consideration for the warrants.

The liquidation of the warrants resulted in a realized gain of $ 0.8 million recognized within the Other income line item within the Consolidated Statement of Operations and Comprehensive Loss.

In addition, the Company is eligible to receive a pro-rata portion of a contingent payment, upon the satisfaction of certain performance milestones.

In accordance with ASC 450, Contingencies , the Company has not recognized any asset or gain related to this contingent payment right because realization is not considered probable.

The Company will recognize any gain or revenue related to the contingent payment only when the performance criteria have been met and the payment is deemed certain and collectible.

During the year ended December 31, 2025, the Company determined that its remaining private warrant had become zero following financial distress and a subsequent sale of the underlying issuer, and the carrying value of the warrant was written off during the period.

As of December 31, 2025, the Company no longer held any private warrants.

Equity Investments

The Company owns equity securities in privately held companies.

Their fair value is classified as Level 3 because the valuation relies primarily on unobservable inputs that require significant management judgment.

While the valuation process utilizes inputs based on observable market transactions such as comparable company multiples or similar private placements, these must be significantly adjusted using unobservable assumptions to reflect the specific risks and characteristics of the non-marketable private investment.

This reliance on subjective, unobservable inputs is the basis for the Level 3 classification and results in a higher degree of valuation uncertainty.

Character Biosciences, Inc.

On September 30, 2025, the Company determined it lost significant influence over Character Biosciences, Inc.

("Character Biosciences" or "CB") following dilution of its ownership.

Refer to Note 12 "Variable Interest Entity" for additional information on the transition from equity method of accounting under ASC 323, Investments - Equity Method and Joint Ventures , to fair value measurement under ASC 321, Investments - Equity Securities .

The Company's investment in the equity securities of CB, which includes both Class A common stock and preferred stock, does not have a readily determinable fair value.

It is measured at fair value on a recurring basis, with changes recognized in net income in accordance with ASC Topic 321, Investments - Equity Securities .

This investment is classified as a Level 3 fair value measurement within ASC 820, Fair Value Measurement , hierarchy because its valuation relies on significant unobservable inputs.

As of December 31, 2025, the fair value of the investment was approximately $ 8.3 million.

The fair value was determined using a third-party valuation that incorporated recent market transactions and updated company-specific financial information.

The valuation reflected income- and market-based methodologies and included assumptions related to forecasted performance, discount rates, and a discount for lack of marketability.

Healthcare Receivables

7 unchanged sentences

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").

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.

2 unchanged sentences

Garipalli nor any entity he has an interest in currently provide any management services to CarePoint Health.

Garipalli and certain affiliates of Mr.

Garipalli are owed certain money from CarePoint Health for prior obligations.

On November 3, 2024, CarePoint Health and its affiliates filed petitions in the United States Bankruptcy Court for the District of Delaware (the "Bankruptcy Court") seeking relief under Chapter 11 of the United States Bankruptcy Code.

Ultimately, the Bankruptcy Court confirmed CarePoint Health's plan which became effective as of May 22, 2025.

Through CarePoint Health's plan, a majority of CarePoint Health's assets, including CarePoint Health's contracts, were transferred to Hudson Regional Hospital, which now controls CarePoint Health's hospitals following CarePoint Health's emergence from bankruptcy.

As a result of such proceedings, CarePoint Health is no longer deemed a related party of the Company as defined by ASC 850, Related Party Disclosures .

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 $ 4.4 million, $ 7.0 million, and $ 13.0 million for the years ended December 31, 2025, 2024, and 2023 respectively.

Additionally, $ 1.0 million and $ 1.4 million were payable to CarePoint Health at December 31, 2024 and December 31, 2023, respectively.

Additionally, $ 1.0 million was payable to CarePoint Health at December 31, 2024.

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.

Vivek Garipalli, the Company's Executive Chairman and significant stockholder of the Company, is an indirect owner of Credo Health Solutions, Inc.

Expenses and fees incurred related to this agreement were $ 1.5 million, $ 0.7 million, and $ 0.8 million for the years ended December 31, 2025, 2024, and 2023 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.

("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 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.

The fair value of these shares is $ 3.9 million at December 31, 2025, and is recognized within Other assets, non-current, in the Consolidated Balance Sheets.

In accordance with ASC 321, Investments - Equity Securities, any changes in fair value associated with these shares are recognized within Other income in the Consolidated Statements of Operations and Comprehensive Loss.

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.

Expenses and fees incurred related to this agreement were $ 8.3 million, $ 4.1 million, and $ 2.3 million for the years ended December 31, 2025, 2024, and 2023 respectively.

Additionally, $ 6.6 million and $ 3.3 million were payable to Thyme Care at December 31, 2025, and December 31, 2024, respectively.

The Company entered into a Master Services Agreement in July 2025 with Guidehealth, LLC for value-based care enablement and outsourced administrative services.

These services primarily leverage technology and support teams to accelerate and enhance medication adherence rates and patient outcomes.

Thomas Tran, a member of the Company's Board of Directors and Chair of the Company's Audit Committee, also serves as a director of Guidehealth and holds an ownership interest of less than 5 % in Guidehealth.

Pursuant to this agreement, the Company recognized $ 1.2 million for the year ended December 31, 2025.

Additionally, zero was payable at December 31, 2025.

The Company holds a non-controlling equity investment in Character Biosciences, which is accounted for under ASC 321, Investments - Equity Securities , at fair value.

As of December 31, 2025, the fair value of this investment was $ 8.3 million.

See Note 4 "Fair Value Measurements" for further information regarding the valuation techniques and inputs used to determine the fair value of this Level 3 investment.

Character Biosciences is considered a related party because the Company's Executive Chairman and a significant stockholder of the Company, Vivek Garipalli, serves as a member of Character Bioscience’s Board of Directors as Clover's representative given the Company's investor status;

he does not directly or indirectly hold any investment in CB.

The investment is recognized within Other assets, non-current, in the Consolidated Balance Sheets.

There were no transactions between the Company and Character Biosciences during the periods presented.

Property and Equipment, Net

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Weighted Average life Cost Accumulated

Amortization Net Carrying Amount Cost Accumulated Amortization Impairment

Net Carrying Amount

Amortization Net Carrying Amount Cost Accumulated Amortization Net Carrying Amount

(in thousands)

32 unchanged sentences

The ratio of current year medical claims paid as a percentage of current year Net medical claims incurred was 90.6 % for the year ended December 31, 2025, and 85.6 % for the year ended December 31, 2024.

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.

This ratio serves as an indicator of claims processing speed, indicating that claims were processed at a faster rate during the year ended December 31, 2025, than during the year ended December 31, 2024.

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, 2025, respectively:

26 unchanged sentences

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.

On January 1 of each year, the Company renews a specific excess loss reinsurance agreement to reinsure its MA plan liabilities per covered person per agreement terms in excess of $ 0.5 million for the year ended December 31, 2025, and $ 0.4 million for the years ended December 31, 2024 and 2023.

The effects of the reinsurance agreements on the accompanying consolidated financial statements for the years ended December 31, 2025, 2024, and 2023, respectively, are as follows:

14 unchanged sentences

Net claims incurred $ 1,533,456 $ 985,592 $ 987,158

The Company is not relieved of its primary obligation to the policyholder in a reinsurance transaction.

Reinsurance recoverable for the MA plan at December 31, 2025 and 2024, respectively, were comprised of the following:

2 unchanged sentences

Reinsurance recoverable on paid claims, gross and net

$ 4,621 $ 404

Life Policies and Annuity Contracts

15 unchanged sentences

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 leases office space under non-cancelable operating leases.

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.

The Company subleases certain of its leases to third parties for which it receives rental income.

These subleases are classified as operating leases.

Certain 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 and such options are not recognized as part of the ROU asset and lease liability unless reasonably certain of exercise.

Summary of Lease Costs Recognized Under ASC 842:

13 unchanged sentences

(in thousands)

Thereafter 36

Total lease payments 3,744

2 unchanged sentences

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.

On February 4, 2022, 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.

Since that initial financing, Character Biosciences has completed a series of additional capital raises through the issuance of its shares, each of which diluted the Company’s ownership.

As of December 31, 2025, the Company’s ownership interest in Character Biosciences had decreased to approximately 8.1 %.

During the year ended December 31, 2025, it was concluded that the ability to exert significant influence over CB no longer exists at December 31, 2025.

This change in conclusion was influenced by the recent rounds of funding dropping the Company's ownership below the 20% threshold and the lack of evidence to support continued significant influence.

As a result, the Company has transitioned its recognition of its equity investment in CB from the equity method of accounting under ASC 323, Investments - Equity Method and Joint Ventures , to fair value measurement under ASC 321, Investments - Equity Securities .

In accordance with ASC 321, the Company recognized the fair value of its equity investment in CB on its Consolidated Balance Sheet within Other assets, non-current and recognized the change in fair value within Other Income in its Consolidated Statement of Operations and Comprehensive Loss.

See Note 4 "Fair Value Measurements" for further information regarding the valuation techniques and inputs used to determine the fair value of this Level 3 investment.

Commitments and Contingencies

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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

Securities Class Actions 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").

3 unchanged sentences

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.

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:

Clover Health Investments, Corp.

et al., Case No.

3:21-cv-00096 (M.D.

Clover Health Investments, Corp.

et al., Case No.

3:21-cv-00101 (M.D.

Clover Health Investments, Corp.

et al., Case No.

3:21-cv-00109 (M.D.

and Tremblay v.

Clover Health Investments, Corp.

et al., Case No.

3:21-cv-00138 (M.D.

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.

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.

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.

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.

The sixth action was filed in the Delaware Court of Chancery and was captioned Davies v.

Garipalli, et al., No.

2021-1016-SG (Del.

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.

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.

2024-0305 (Del.

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.

Employee Benefit Plans

60 unchanged sentences

The total value of stock options exercised during the years ended December 31, 2025, 2024, and 2023 was $ 1.4 million, $ 0.9 million, and $ 0.1 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.

Cash received from stock option exercises during the years ended December 31, 2025, 2024, and 2023 was $ 0.7 million, $ 0.5 million, and less than $ 0.1 million respectively.

Restricted Stock Units

47 unchanged sentences

Weighted-average risk-free interest rate 3.8 % 4.5 % 5.4 %

Expected term (in years) 0.49 0.50 0.49

Expected term (in years) 0.49 years 0.49 years 0.50 years

Expected volatility 79.5 % 94.9 % 82.3 %

5 unchanged sentences

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.

The Restructuring costs are presented in the Company's Consolidated Statements of Operations and Comprehensive Loss, which were as follows:

These activities were concluded by December 31, 2024.

For the years ended December 31, 2025, 2024, and 2023 the Company recognized zero and $ 0.3 million, $ 9.8 million, respectively, of expenses related to these activities in the Consolidated Statements of Operations and Comprehensive Loss.

As of December 31, 2025, the remaining vendor-related liability is being reduced through the contractually scheduled payments.

This liability is recognized within Accounts payable and accrued expenses in the Consolidated Balance Sheets.

Discontinued Operations

On December 1, 2023, the Company notified CMS that it would 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 was in its best interest to fully exit the program, following its November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023.

Subsequent to the 2023 performance year, the remaining activities related to the December 2024 settlement with CMS for prior performance years.

During the years ended December 31, 2025, 2024, and 2023, the Company recognized zero , net income of $ 3.3 million, and a net loss of $ 3.2 million, respectively.

The components of income before income taxes are as follows:

Year ended December 31,

1 unchanged sentence

(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

Federal $ ( 85,574 ) $ ( 43,198 ) $ ( 214,203 )

Foreign 25 189 842

Components of income taxes $ ( 85,549 ) $ ( 43,009 ) $ ( 213,361 )

The provision for income taxes consisted of the following for the years ended December 31, 2025, 2024, and 2023, respectively:

2 unchanged sentences

(in thousands)

Current provision $ — $ — $ —

Deferred expense — — —

Provision for income taxes $ — $ — $ —

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:

U.S Federal $ — $ — $ —

Foreign — — —

Federal $ — $ — $ —

Foreign — — —

The Company’s income tax benefit differs from the amount computed by applying the U.S.

federal statutory income tax rate of 21% to loss before income taxes primarily due to changes in the valuation allowance, tax credits, and permanent differences.

Because the Company has recorded a full valuation allowance against its U.S.

deferred tax assets, the tax benefit that would otherwise be expected from current-year losses is substantially offset, resulting in an effective tax rate of zero for the periods presented.

For the years ended December 31, 2025, 2024 and 2023, the Company incurred losses from continuing operations before income taxes, all of which were attributable to domestic operations.

The Company does not have material foreign operations.

A reconciliation of the U.S.

Federal statutory tax rate to our December 31, 2025, 2024, and 2023 annual tax rate is as follows:

Year ended December 31,

2025 2024 2023

(in thousands)

Income tax provision at federal statutory rate (21%)

(in thousands) (in thousands) (in thousands)

federal statutory income tax rate

$ ( 17,965 ) 21.00 % $ ( 9,032 ) 21.00 % $ ( 44,806 ) 21.00 %

Hong Kong rate differential ( 24 ) ( 59 ) —

State and local income taxes, net of federal benefits — — % — — % — — %

Change in valuation allowance 7,188 ( 8.40 ) % 3,903 ( 9.07 ) % 27,376 ( 12.83 ) %

Foreign tax effects — — % — — % — — %

Tax credits — — % — — % — — %

Nontaxable or nondeductible expenses:

162(m) limitation 9,765 ( 11.42 ) % 4,297 ( 9.99 ) % 1,488 ( 0.70 ) %

Warrant expense 10 18 ( 189 )

Meals and entertainment 23 27 21

Stock based compensation 816 ( 0.95 ) % 7,495 ( 17.43 ) % 16,408 ( 7.69 ) %

Nontaxable or nondeductible expenses, other 55 ( 0.06 ) % 33 ( 0.08 ) % 45 ( 0.02 ) %

Prior year true-up 141 ( 0.17 ) % ( 7,637 ) 17.76 % ( 221 ) 0.10 %

Other, net — — % 941 ( 2.19 ) % ( 290 ) 0.14 %

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.

$ — — % $ — — % $ — — %

A summary of income taxes paid in 2025 is as follows:

Year ended December 31, 2025

(in thousands)

State and Local

Total income taxes paid

Principal components of net deferred tax balances at December 31, 2025 and 2024, respectively, were as follows:

6 unchanged sentences

Operating lease liabilities 615 696

Property and equipment, and intangible assets 257 1,590

Fixed assets and intangible assets — 257

Accruals 2,746 6,060

Goodwill 3,476 3,601

Other 583 800

Total deferred income tax assets 411,072 403,081

4 unchanged sentences

Nontaxable gain on deconsolidation of entity ( 845 ) ( 845 )

Fixed assets and intangible assets ( 964 ) —

Other ( 782 ) ( 943 )

22 unchanged sentences

The Company is not subject to the alternative minimum tax in 2025 based on the income-based test and it will continue to evaluate the IRA’s impact as further information becomes available.

On July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act (“OBBBA”), which enacts significant changes to the US federal corporate income tax system.

The legislation includes, among other provisions, modifications to the treatment of research and development expenditures, permanent 100% bonus depreciation, and changes to the interest deduction limitation under Section 163(j).

The legislation does not have a material impact on the Company’s consolidated financial statements.

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.

ASU 2023-09 is effective for fiscal years beginning after December 15, 2024.

The Company adopted ASU 2023-09 applied on a prospective basis as of December 31, 2025.

The adoption impacted income tax disclosures only, primarily related to the effective tax rate reconciliation and income taxes paid, and did not have a material impact on the Company’s consolidated financial statements.

Net Loss per Share

6 unchanged sentences

Net income (loss) from discontinued operations attributable to common stockholders — 3,257 ( 3,213 )

3,257 ( 3,213 ) ( 84,983 )

Weighted average number of common shares and common share equivalents outstanding, basic and diluted

3 unchanged sentences

Basic and diluted earnings (loss) per share from discontinued operations $ — $ 0.01 $ ( 0.01 )

$ 0.01 $ ( 0.01 ) $ ( 0.18 )

For all periods presented, the Company had net loss from continuing operations attributable to Common Stockholders.

15 unchanged sentences

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.

During the year ended December 31, 2025, the Company started presenting Insurance gross profit, defined as premiums earned, net less net medical claims incurred, as the primary measure of segment performance, consistent with the measure reviewed by the CODM.

The CODM also uses insurance gross profit 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.

Selling, general and administrative expenses are reviewed on a consolidated basis and are therefore excluded from segment results and included in reconciling items to consolidated net loss from continuing operations.

The accounting policies of the Insurance segment are the same as those described in the summary of significant accounting policies.

4 unchanged sentences

Net medical claims incurred 1,618,219 1,010,289 1,003,683

Salaries and benefits 228,004 252,103 275,755

General and administrative expenses 173,101 179,491 201,508

Segment net loss

Segment gross profit

$ 273,513 $ 334,592 $ 232,086

Reconciliation:

Elimination of intersegment profits $ 3,962 $ ( 907 ) $ 3,337

Elimination of intersegment profits (losses)

$ 49,813 $ 3,962 $ ( 907 )

Other income 32,576 26,250 24,774

Other salaries and benefits ( 4,450 ) ( 5,054 ) ( 2,970 )

Other general and administrative expenses ( 3,379 ) ( 3,598 ) ( 2,170 )

Salaries and benefits

( 225,475 ) ( 232,454 ) ( 257,157 )

General and administrative expenses

( 214,270 ) ( 176,480 ) ( 183,089 )

Impairment of goodwill and other intangible assets — — ( 15,945 )

2 unchanged sentences

Restructuring costs — ( 288 ) ( 9,821 )

Other expense — — ( 70 )

Change in fair value of warrants ( 20 ) ( 50 ) ( 86 )

Interest expense — — ( 7 )

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

Loss on investment

— ( 467 ) ( 4,726 )

Net loss from continuing operations $ ( 85,549 ) $ ( 46,266 ) $ ( 210,148 )

Total Assets $ 404,966 $ 401,812 $ 354,748

Dividend Restrictions

1 unchanged sentence

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.

Accordingly, the Company’s regulated insurance subsidiaries’ ability to declare and pay dividends is limited by state regulations, including requirements to obtain prior approval from the New Jersey Department of Banking and Insurance.

Statutory Equity

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Negative publicity may adversely affect the Company's financial position, results of operations and cash flows and damage its reputation.

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.

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)

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.

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)

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.

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.

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)

(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

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.

CLOVER HEALTH INVESTMENTS, CORP.

5 unchanged sentences

Investment securities, available-for sale 12,935 —

Investment securities, held-to-maturity — 146

Other receivables — 24

Other assets, current — 247

Total current assets 73,609 146,807

3 unchanged sentences

Investments in consolidated subsidiaries 236,296 200,247

Other assets, non-current 8,309 —

Total assets $ 396,713 $ 392,012

19 unchanged sentences

2,682,663 2,576,471

Accumulated other comprehensive loss ( 1,584 ) ( 2,370 )

Accumulated other comprehensive income (loss)

528 ( 1,584 )

Accumulated deficit

8 unchanged sentences

CLOVER HEALTH INVESTMENTS, CORP.

CONDENSED STATEMENTS OF OPERATIONS (PARENT COMPANY)

CONDENSED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (PARENT COMPANY)

(Dollars in thousands, except share amounts)

8 unchanged sentences

14,457 9,238 8,335

Loss (gain) on equity investment

467 4,726 ( 5,314 )

Gain on extinguishment of note payable — — ( 23,326 )

Loss on equity investment

Equity in net losses of consolidated subsidiaries

1 unchanged sentence

$ ( 85,549 ) $ ( 43,009 ) $ ( 213,361 )

Net unrealized gain on available-for-sale investments 36 — —

Comprehensive loss $ ( 85,513 ) $ ( 43,009 ) $ ( 213,361 )

CLOVER HEALTH INVESTMENTS, CORP.

5 unchanged sentences

Net loss $ ( 85,549 ) $ ( 43,009 ) $ ( 213,361 )

Adjustments to reconcile net loss to net cash used in operating activities:

Intercompany stock-based compensation expense 114,331 140,931 164,305

Adjustments to reconcile net loss to net cash provided by (used in) operating activities:

Intercompany stock-based compensation

103,657 114,331 140,931

Gain on extinguishment of note payable — — —

Accretion, net of amortization ( 92 ) ( 102 ) ( 1,614 )

Net realized losses (gains) on investment securities

769 4,321 ( 6,613 )

Change in accrued interest earned ( 385 ) — —

Net realized losses on investment securities

Changes in operating assets and liabilities:

6 unchanged sentences

Net cash provided by (used in) operating activities 46,488 93,422 ( 81,784 )

93,422 ( 81,784 ) ( 245,267 )

Cash flows from investing activities:

3 unchanged sentences

Investments in consolidated subsidiaries ( 33,289 ) ( 3,235 ) ( 81,441 )

Net cash provided by investing activities

Net cash (used in) provided by investing activities

( 96,185 ) 22,409 65,448

1 unchanged sentence

Issuance of common stock, net of early exercise liability 718 709 1,150

Purchase of treasury stock ( 16,490 ) ( 6,220 ) ( 6,362 )

Issuance of common stock under employee stock purchase plan, net of stock issuance costs 1,096 193 —

Cash paid for shares withheld related to stock-based compensation ( 36,899 ) ( 16,490 ) ( 6,220 )

Repurchases of common stock ( 18,297 ) ( 1,772 ) —

1 unchanged sentence

( 53,382 ) ( 17,360 ) ( 5,070 )

Net increase (decrease) in Cash and cash equivalents

Net (decrease) increase in Cash and cash equivalents

( 103,079 ) 98,471 ( 21,406 )

1 unchanged sentence

Cash and cash equivalents, end of year $ 43,704 $ 146,783 $ 48,312

Supplemental disclosure of non-cash investing and financing activities

Activities from Seek Dissolution — — 735

CLOVER HEALTH INVESTMENTS, CORP.

16 unchanged sentences

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.

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 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.

14 unchanged sentences

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 8. Financial Statements and Supplementary Data