CLOV on Nasdaq

Clover Health

Logo: Serisk131, CC BY-SA 4.0, via Wikimedia Commons5

U.S. healthcare company

Clover Health Investments, Corp. is an American health care company founded in 2014. The company provides Medicare Advantage (MA) insurance plans and operates as a direct contracting entity with the U.S. government. The company manages care for Medicare beneficiaries in 11 states and started trading publicly on January 8, 2021.3 Wikipedia text CC BY-SA 4.0

$4.67 down 0.12 (2.40%)Price as of Oct 15, 2026 at 17:33 UTC

Last updated Oct 21, 2026.

Overview

$1.9BRevenue, fiscal 20256
-$85.5MNet income, fiscal 20256
2014Founded1

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  • TickerCLOV on Nasdaq1
  • Industryhealth care1
  • HeadquartersFranklin1
  • Websitewww.cloverhealth.com
  • Legal formpublic company1
  • Incorporated inDE7
  • Business address30 Montgomery Street, Jersey City, Nj 073027
  • Filer categoryLarge accelerated filer7

Clover Health Investments, Corp. is an American health care company founded in 2014. The company provides Medicare Advantage (MA) insurance plans and operates as a direct contracting entity with the U.S. government. The company manages care for Medicare beneficiaries in 11 states and started trading publicly on January 8, 2021.3

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-4.4%Operating margin6
-4.4%Net margin6
40.3%Revenue growth, 20256
-27.7%Return on equity6
-$69.0MFree cash flow6

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Other costs100¢$1.9B

Out of $1.9B in revenue.6 The company lost money this year.

Financial statements

Revenue101112136$1.9B in 2025+316% since 2019
0$500.0M$1.0B$1.5B$2.0B2019: $462.3M$462.3M20192020: $672.9M$672.9M2020+46%2021: $1.5B$1.5B2021+119%2022: $1.1B$1.1B2022−26%2023: $1.3B$1.3B2023+15%2024: $1.4B$1.4B2024+9%2025: $1.9B$1.9B2025+40%
Gross profit111412$257.3M in 2023
-$100.0M0$100.0M$200.0M$300.0M2021: -$79.2M-$79.2M20212022: $70.2M$70.2M20222023: $257.3M$257.3M2023+266%
Operating income101112136-$85.5M in 2025−53% since 2019
-$800.0M-$600.0M-$400.0M-$200.0M02019: -$183.2M-$183.2M20192020: -$92.7M-$92.7M2020−49%2021: -$637.0M-$637.0M2021+587%2022: -$286.7M-$286.7M2022−55%2023: -$205.3M-$205.3M2023−28%2024: -$45.7M-$45.7M2024−78%2025: -$85.5M-$85.5M2025+87%
Net income101112136-$85.5M in 2025−76% since 2019
-$600.0M-$400.0M-$200.0M02019: -$363.7M-$363.7M20192020: -$136.4M-$136.4M2020−63%2021: -$587.8M-$587.8M2021+331%2022: -$339.6M-$339.6M2022−42%2023: -$213.4M-$213.4M2023−37%2024: -$43.0M-$43.0M2024−80%2025: -$85.5M-$85.5M2025+99%

Every line of the income statement as filed: the last 3 fiscal years, latest first.6

Period ending2025-12-312024-12-312023-12-31
Premiums earned, net (Net of ceded premiums of $375, $399, and $444 for the year ended December 31, 2025, 2024, and 2023, respectively.)$1.9B$1.3B$1.2B
Other income$32.6M$26.2M$24.8M
Total revenues$1.9B$1.4B$1.3B
Net medical claims incurred$1.6B$1.0B$1.0B
Salaries and benefits$225.5M$232.5M$257.2M
General and administrative expenses$214.3M$176.5M$183.1M
Impairment of goodwill and other intangible assets$0$0$15.9M
Premium deficiency reserve benefit$0$0-$7.2M
Depreciation and amortization$1.7M$1.3M$2.5M
Restructuring costs$0$288.0K$9.8M
Total operating expenses$2.0B$1.4B$1.5B
Loss from continuing operations-$85.5M-$45.7M-$205.3M
Change in fair value of warrants$20.0K$50.0K$86.0K
Interest expense$0$0$7.0K
Loss on investment$0$467.0K$4.7M
Net loss from continuing operations-$85.5M-$46.3M-$210.1M
Net income (loss) from discontinued operations$0$3.3M-$3.2M
Net loss-$85.5M-$43.0M-$213.4M
Basic weighted average number of class A and class B common shares and common share equivalents outstanding (in shares)512.0M shares490.0M shares482.2M shares
Diluted weighted average number of class A and class B common shares and common share equivalents outstanding (in shares)512.0M shares490.0M shares482.2M shares
Basic loss per share (in dollars per share)-$0-$0-$0
Diluted loss per share (in dollars per share)-$0-$0-$0
Basic earnings (loss) per share (in dollars per share)$0$0-$0
Diluted earnings (loss) per share (in dollars per share)$0$0-$0
Net unrealized gain on available-for-sale investments$2.1M$786.0K$7.0M
Comprehensive loss-$83.4M-$42.2M-$206.4M
Ceded premiums$375.0K$399.0K$444.0K

Compare Clover Health with another company

Corporate structure

Clover Health sits at the top of its group. 20 entities, 2 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of Clover Health

  • VANGUARD GROUP INC Filed SCHEDULE 13G/A on Clover Health, latest Mar 26, 2026 (7 filings since Feb 9, 2022)
  • BlackRock Filed SCHEDULE 13G on Clover Health, latest Jul 17, 2025 (3 filings since Feb 3, 2023)
  • ChaChaCha SPAC C, LLC Filed SC 13D/A on Clover Health, latest Oct 4, 2022
  • GREENOAKS LLC Filed SC 13G/A on Clover Health, latest Mar 10, 2022 (3 filings since Oct 12, 2021)
  • SCH Sponsor III LLC Filed SC 13D/A on Clover Health, latest Jan 14, 2022
  • Clover Health Franklin
    • CHPN MSSP 1, LLC Subsidiary · Delaware, United States
    • Clover Acquisition Holdings LLC Subsidiary · Delaware, United States
    • Clover Cares Services of NJ, LLC Subsidiary · New Jersey, United States
    • Clover Health HK Limited Subsidiary · Hong Kong
    • Clover Health Holdings, Inc. Subsidiary · Delaware, United States
    • Clover Health International, Corp. Subsidiary · Delaware, United States
    • Clover Health Labs, LLC Subsidiary · California, United States
    • Clover Health Partners, LLC Subsidiary · Delaware, United States
    • Clover Healthcare, LLC Subsidiary · New Jersey, United States
    • Clover HMO of New Jersey, Inc. Subsidiary · New Jersey, United States
    • Clover HMO, Corp. Subsidiary · Delaware, United States
    • Clover Homecare Management Services, LLC Subsidiary · New Jersey, United States
    • Clover Insurance Company Subsidiary · New Jersey, United States
    • Counterpart Health, Inc. Subsidiary · Delaware, United States
    • Counterpart High-Performing Network LLC Subsidiary · Delaware, United States
    • Garden State ODS, LLC Subsidiary · New Jersey, United States
    • Juxly, LLC Subsidiary · Missouri, United States
    • Medical Services Professionals of NJ, LLC Subsidiary · New Jersey, United States
    • Principium Health, LLC Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What Clover Health reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$14.0M6 Dec 31, 2025$11.2M6 Dec 31, 2024+24.6%
Accumulated depreciation$7.6M6 Dec 31, 2025$5.9M6 Dec 31, 2024+28.5%
Property and equipment, net$6.4M6 Dec 31, 2025$5.3M6 Dec 31, 2024+20.3%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$78.3M6 Dec 31, 2025$194.5M6 Dec 31, 2024−59.8%
Marketable securities, current$23.1M6 Dec 31, 2025$27.0M6 Dec 31, 2024−14.3%
Marketable securities, non-current$187.1M6 Dec 31, 2025$201.7M6 Dec 31, 2024−7.3%
Debt securities held to maturity$14.3M6 Dec 31, 2025$14.4M13 Dec 31, 2024−0.1%
Deposits held (banks)$14.6M6 Dec 31, 2025$14.6M6 Dec 31, 20240%

The story

Vivek Garipalli and Kris Gale co-founded Clover Health in 2014. Garipalli previously founded and operated a chain of hospitals in New Jersey called CarePoint Health.

More than 7,200 people were insured by Clover Health by 2015 and the company had more than 39,000 members by 2019, reporting revenues of $427.4 million and a net loss of $60.57 million.

In 2016, the company was fined $106,095 for misleading its members about where they could receive care. According to Bloomberg, Clover Health paid the fine and updated its marketing materials.

Gale left the company in 2017. Clover Health launched a home-based primary care program for homebound members in 2017 and partnered with Spiras Health and Upward Health in 2021 to expand the program, designed to reduce costs and hospitalizations.

In 2018, Clover Health partnered with MindMate, an app developer that makes games designed to maintain or improve cognitive function in older adults.

In 2019, Clover Health launched Clover Therapeutics, a biopharmaceutical company that uses data collected from Clover's plan members to research and develop therapies for chronic diseases related to age. The company partnered with Genentech to study the relationship between genetics and the risk of ocular disease. In March 2019, the company said it needed to shift its focus to health care industry experience and reduced its staff by approximately 20 percent.

In February 2021, the short seller Hindenburg Research released a report alleging Clover Health was under investigation by the Department of Justice, and that it had failed to disclose the investigation to investors before going public. Share prices fell by twelve percent following the release of the report. The company responded to the report and said it did not need to disclose the inquiry because it was determined to be immaterial in filings with the Securities and Exchange Commission by lawyers of Clover Health, the initial public offering underwriters, and third-party attorneys. Following the report, the SEC opened an investigation into Clover Health. In April, Clover Health began working as a direct contracting entity with CMS, which allows the company to negotiate contracts with doctors treating patients using fee-for-service Medicare options. About half of the company's total beneficiaries were added through this contracting service. In June, Clover Health became the target of traders as a “meme stock”, causing share prices to fluctuate. Share prices rose 20% in one day after the company cautioned investors against purchasing shares due to being part of a short squeeze on hype from Reddit retail investors.

In 2023, Andrew Toy became CEO after Vivek Garipalli transitioned out of the role at the end of 2022. Garipalli stayed on with the company as its executive chairperson.

Read the full text

Funding and IPO

From 2015 to 2017, Clover Health ran a series of venture capital funding rounds, receiving funding from First Round Capital, Sequoia Capital, and Greenoaks Capital. A Series D funding round in 2017 included support from Alphabet Inc's investment company GV and led to Clover Health being valued at more than $1.2 billion and achieving “unicorn” status.

In October 2020, the company announced that it had reached a $3.7 billion deal with Chamath Palihapitiya and would go public through a merger with a special-purpose acquisition company. Clover Health began trading on the NASDAQ under the ticker CLOV on January 8, 2021. The company ended its first day on the public market with a value of about $7 billion.

Short seller report and "meme stock" status

Less than a month after it began trading, Clover Health was the subject of a "blistering" short seller report by research firm Hindenburg Research that drove its stock down by 15%. Responding the following day, the company disclosed it was under investigation by the U.S. Securities and Exchange Commission. Later in 2021, attracted by the significant short interest, Clover Health became a meme stock and its stock price rose significantly; before falling back; as of June 2022 the share price remains significantly below where it went public.

From Wikipedia’s article on Clover Health, shared under CC BY-SA 4.0.8

Leadership

Who has led Clover Health, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (18)

Products and brands

Services

Clover Health offers Medicare Advantage plans in "largely rural or underserved areas". The company is led by chief executive officer Andrew Toy. As of August 2021, Clover Health had 129,000 beneficiaries, split between its Medicare Advantage plans and direct contracting coverage. The beneficiaries are located in 11 states: Arizona, Georgia, Kansas, New Jersey, New York, Pennsylvania, Rhode Island, South Carolina, Tennessee, Texas, and Vermont.

Clover Health created a machine learning software platform called the Clover Assistant to offer care recommendations to primary care physicians and alert them about medical events, such as if a patient has picked up their prescription. The platform aggregates health information and uses it with the machine learning process to deliver recommendations to care providers.

Operations

The corporate headquarters are in Franklin, Tennessee, and the company has additional offices in San Francisco, California, Jersey City, New Jersey, and Hong Kong.

Chelsea Clinton and Demetrios L. Kouzoukas, the former Director of the Center for Medicare and Principal Deputy Administrator of the Center for Medicare and Medicaid Services (CMS) during the Trump administration, are both members of Clover Health's board of directors.

From Wikipedia’s article on Clover Health, shared under CC BY-SA 4.0.8

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • CHPN MSSP 1, LLC Delaware9
  • Clover Acquisition Holdings LLC Delaware9
  • Clover Cares Services of NJ, LLC New Jersey9
  • Clover HMO of New Jersey, Inc. New Jersey9
  • Clover HMO, Corp. Delaware9
  • Clover HMO, LLC New Jersey9
  • Clover Health HK Limited Hong Kong9
  • Clover Health Holdings, Inc. Delaware9
  • Clover Health International, Corp. Delaware9
  • Clover Health Labs, LLC California9
  • Clover Health Partners, LLC Delaware9
  • Clover Health, Corp. Delaware9
  • Clover Health, LLC New Jersey9
  • Clover Healthcare, LLC New Jersey9
  • Clover Homecare Management Services, LLC New Jersey9
  • Clover Insurance Company New Jersey9
  • Counterpart Health, Inc. Delaware9
  • Counterpart High-Performing Network LLC Delaware9
  • Garden State ODS, LLC New Jersey9
  • Juxly, LLC Missouri9
  • Medical Services Professionals of NJ, LLC New Jersey9
  • Principium Health, LLC Delaware9

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Former names

  • Social Capital Hedosophia Holdings Corp. IIIJan 31, 2020 to Jan 7, 20217

Timeline

  1. Oct 9, 20268-K Regulation FD disclosure52
  2. Sep 25, 20268-K Executive or director change53
  3. Sep 24, 20268-K Executive or director change54
  4. Aug 20, 20268-K Regulation FD disclosure55
  5. Aug 5, 20268-K Results of operations56
  6. Jul 17, 20268-K Other events57
  7. Jun 18, 20268-K Other events58
  8. Jun 16, 20268-K Executive or director change59
  9. Jun 12, 20268-K Shareholder vote60
  10. Jun 10, 20268-K Other events61
  11. May 18, 20268-K Regulation FD disclosure62
  12. May 6, 20268-K Results of operations63
  13. Oct 17, 2024New chief executive Conrad Wai becomes CEO20
  14. Apr 26, 2023New chief executive Jamie L. Reynoso becomes CEO22
  15. Jan 4, 2023New chief executive Andrew Toy becomes CEO21
  16. Jul 19, 2022New chief executive Brady Patrick Priest becomes CEO24
  17. May 10, 2022New chief executive Aric R. Sharp becomes CEO23
  18. Jan 11, 2021New chief executive Vivek Garipalli becomes CEO25
  19. Jan 8, 2021Went public Listed on NASDAQ1
  20. 2014Founded Founded1

Calendar

Coming up

  1. Nov 4, 2026 · After the closeReports results for the quarter ending Sep/2026 A year earlier it reported ($0.05) a share, on Nov 4, 2025.64

When it reported results

  1. Aug 5, 2026Reported quarterly or annual results56
  2. May 6, 2026Reported quarterly or annual results63
  3. Feb 26, 2026Reported quarterly or annual results65
  4. Aug 5, 2025Reported quarterly or annual results66
  5. May 6, 2025Reported quarterly or annual results67
  6. Feb 27, 2025Reported quarterly or annual results68
  7. Nov 6, 2024Reported quarterly or annual results69
  8. Aug 5, 2024Reported quarterly or annual results70

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

525 filings to the SEC since October 2021: 5 annual reports, 15 quarterly reports, 80 major events, 303 insider forms, 15 large holders, 107 other. The latest 20:

  1. Oct 15, 2026144 EDGAR
  2. Oct 15, 2026144 EDGAR
  3. Oct 15, 2026144 EDGAR
  4. Oct 15, 2026144 EDGAR
  5. Oct 15, 2026144 EDGAR
  6. Oct 9, 20268-K EDGAR
  7. Oct 7, 2026144 EDGAR
  8. Oct 7, 20264 EDGAR
  9. Oct 5, 20264 EDGAR
  10. Oct 5, 2026144 EDGAR
  11. Oct 2, 20264 EDGAR
  12. Oct 2, 20264 EDGAR
  13. Oct 2, 20264 EDGAR
  14. Oct 1, 2026144 EDGAR
  15. Oct 1, 20263 EDGAR
  16. Oct 1, 20263 EDGAR
  17. Sep 25, 20268-K/A EDGAR
  18. Sep 24, 2026144 EDGAR
  19. Sep 24, 20268-K EDGAR
  20. Sep 18, 20264 EDGAR

The 525 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

57 open-market trades by officers, directors and large owners since October 2021: 12 buys and 45 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 17, 2026Reynoso Jamie L.CEO, Medicare AdvantageSale1,921$4.56$8.8KForm 4
Sep 16, 2026OLDAKOWSKI JOSEPH FRANKVP OF FINANCE AND CONTROLLERSale3,170$4.64$14.7KForm 4
Sep 15, 2026Soares KarenChief Legal OfficerSale6,846$4.78$32.7KForm 4
Sep 15, 2026Wai ConradCEO, Counterpart HealthSale300,000$4.72$1.4MForm 4
Sep 15, 2026Reynoso Jamie L.CEO, Medicare AdvantageSale9,273$4.78$44.3KForm 4
Sep 14, 2026OLDAKOWSKI JOSEPH FRANKVP OF FINANCE AND CONTROLLERSale20,000$5.16$103.2KForm 4
Aug 17, 2026THORNTON JOSEPH CLAYInterim CFOSale17,775$4.39$78.0KForm 4
Aug 10, 2026Toy AndrewChief Executive OfficerSale87,798$4.65$408.3KForm 4
Jul 20, 2026Soares KarenChief Legal OfficerSale51,700$4.51$233.2KForm 4
Jul 17, 2026Reynoso Jamie L.CEO, Medicare AdvantageSale4,839$4.53$21.9KForm 4
Jul 15, 2026Toy AndrewChief Executive OfficerSale62,711$4.67$292.9KForm 4
Jul 15, 2026Wai ConradCEO, Counterpart HealthSale24,215$4.67$113.1KForm 4
Jul 15, 2026Reynoso Jamie L.CEO, Medicare AdvantageSale13,119$4.67$61.3KForm 4
Jul 15, 2026Soares KarenChief Legal OfficerSale10,519$4.67$49.1KForm 4
Jul 15, 2026THORNTON JOSEPH CLAYInterim CFOSale4,630$4.67$21.6KForm 4
Jul 8, 2026Reynoso Jamie L.CEO, Medicare AdvantageSale2,384$4.68$11.2KForm 4
Jul 6, 2026Reynoso Jamie L.CEO, Medicare AdvantageSale6,229$5.26$32.8KForm 4
Jul 1, 2026Toy AndrewChief Executive OfficerSale313,476$5.32$1.7MForm 4
Jun 17, 2026Reynoso Jamie L.CEO, Medicare AdvantageSale2,360$4.78$11.3KForm 4
Jun 16, 2026OLDAKOWSKI JOSEPH FRANKVP OF FINANCE AND CONTROLLERSale12,102$4.86$58.8KForm 4

All 57 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Peter KuipersChief Financial Officer$525.0K$2.0M76
2025Jamie L. ReynosoChief Executive Officer of Medicare Advantage57$550.0K$1.5M76
2025Andrew ToyCo-Founder and Chief Executive Officer47$800.0K$1.3M76
2025Conrad WaiChief Executive Officer of Counterpart Health45$495.0K$1.2M76
2025Brady PriestChief Executive Officer of Clover Care Services50$495.0K$1.2M76
2024Andrew ToyCo-Founder and Chief Executive Officer47$721.3K$9.5M76
2024Peter KuipersChief Financial Officer$367.2K$5.0M76
2024Jamie L. ReynosoChief Executive Officer of Medicare Advantage57$550.0K$4.8M76
2024Conrad WaiChief Executive Officer of Counterpart Health45$479.3K$4.5M76
2024Brady PriestChief Executive Officer of Clover Care Services50$479.3K$4.5M76
2023Andrew ToyCo-Founder and Chief Executive Officer47$700.0K$10.2M76
2023Jamie L. ReynosoChief Executive Officer of Medicare Advantage57$486.5K$2.5M76
2023Brady PriestChief Executive Officer of Clover Care Services50$453.8K$1.3M76

Held by these funds

The largest holders among investment managers' 13F reports for the quarter ending Jun 30, 2026, the top 25 of 100. Change is in shares since the quarter before.

FundSharesValueShare of the fundChange
BlackRock, Inc.35,106,965$184.0M0.0%+3,266,453
Vanguard Capital Management LLC18,037,661$94.5M0.0%+1,055,588
Geode Capital Management, LLC10,846,066$56.8M0.0%+790,556
State Street Corp10,180,337$53.3M0.0%+620,448
Nuveen, LLC6,291,699$33.0M0.0%+5,356,156
Charles Schwab Investment Management Inc5,521,188$28.9M0.0%+220,713
Vanguard Portfolio Management LLC4,470,452$23.4M0.0%+774,015
Northern Trust Corp3,772,600$19.8M0.0%+466,025
PNC Financial Services Group, Inc.3,563,874$18.7M0.0%−200,160
Dimensional Fund Advisors LP3,148,626$16.5M0.0%−269,240
Vanguard Fiduciary Trust Co2,919,893$15.3M0.0%+113,683
Renaissance Technologies LLC2,807,441$14.7M0.0%−594,100
Morgan Stanley2,294,305$12.0M0.0%+107,881
Citadel Advisors LLC2,163,205$11.3M0.0%+285,157
D. E. Shaw & Co., Inc.1,965,493$10.3M0.0%+1,874,482
Marshall Wace, Llp1,563,189$8.2M0.0%New
Invesco Ltd.1,336,790$7.0M0.0%+308,419
GMT Capital Corp1,305,200$6.8M0.4%No change
Mackenzie Financial Corp1,297,476$6.8M0.0%New
Jane Street Group, LLC1,291,443$6.8M0.0%+250,039
Cerity Partners LLC1,232,886$6.5M0.0%New
Caxton Associates Llp1,216,631$6.4M0.1%New
Bank of New York Mellon Corp1,211,106$6.3M0.0%+72,979
Goldman Sachs Group Inc1,170,742$6.1M0.0%−994,820
Millennium Management LLC1,108,721$5.8M0.0%−56,247

13F reports cover disclosed long positions in U.S. stocks only.

SEC filer profile

How Clover Health is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARCLOVER HEALTH INVESTMENTS, CORP. /DE2
  • CIK0001801170
  • Employer ID (EIN)98-151519277
  • Filer statusLarge accelerated filer not an emerging growth company; not a smaller reporting company; not a shell company77
  • Incorporated inDelaware77
  • Fiscal year endsDecember 312
  • Industry code (SIC)6324 Hospital & Medical Service Plans2
  • SEC reviewing officeOffice of Finance, Division of Corporation Finance2
  • Business address30 Montgomery Street, Jersey City, NJ 073022
  • Mailing addressC/O The Corporation Trust Company, 1209 Orange Street, Wilmington, DE 198012
  • Phone(201) 432-21332
  • Shares outstanding428,951,430 Common Class A shares; 95,715,856 Common Class B shares as of Feb 20, 202677
  • Public float$1.1B as of Jun 30, 202577
  • AuditorErnst & Young LLP, New York, New York PCAOB ID 42; no auditor attestation of internal control over financial reporting77
  • On EDGAR sinceJan 31, 20202
  • Filings698 in all: 4 (296), 8-K (103), 144 (58), 3 (33), 425 (22), 10-Q (20), 424B3 (18), CORRESP (18)2
    All 42 form types

    SC 13G/A (13), 4/A (10), UPLOAD (10), EFFECT (9), DEFA14A (8), POS AM (8), S-8 (7), 10-K (6), DEF 14A (6), SC 13G (6), 8-K/A (4), ARS (4), 3/A (3), CERT (3), S-1 (3), S-1/A (3), S-4/A (3), 424B4 (2), 8-A12B (2), DRS (2), S-1MEF (2), SC 13D (2), SC 13D/A (2), SCHEDULE 13G (2), 144/A (1), 25 (1), 25-NSE (1), 8-A12B/A (1), DEFM14A (1), POS EX (1), PRE 14A (1), S-3 (1), S-4 (1), SCHEDULE 13G/A (1)

  • Latest filingsAnnual report (10-K) Feb 27, 2026
    Quarterly report (10-Q) Aug 7, 2026
    Proxy statement (DEF 14A) Apr 28, 2026
    Latest 8-K (8-K) Oct 9, 2026

Securities registered for trading

ClassSymbolExchange
CLOVThe NASDAQ Stock Market LLC

From the cover page of the 10-K filed Feb 27, 2026 (Section 12(b) of the Exchange Act).77

Risk factors and legal proceedings

The risks Clover Health names in Item 1A of its 10-K filed Feb 27, 2026: 65 risks under these headings, as written.77

  • Risks Related to Our Business and Industry
  • We have incurred net losses in the past, and we may not be able to achieve or maintain profitability in the future.
  • Our long-term success depends on maintaining and continuing to improve CA, and the expansion of CA to external partners, as such, our past results may not be indicative of future performance.
  • Our launch of Counterpart Assistant as a Software-as-a-Service (“SaaS”) product for external payors and providers serving the Medicare eligible population may not be successful, and, as a result, our business may be adversely affected.
  • Our future performance depends in part on increasing the lifetime value of enrollments, which are realized over several years, and utilizing our clinical care capabilities to improve the quality of care for our members. Any failure to do so could negatively affect our financial condition and results of operations, including our ability to achieve or increase profitability.
  • If adoption and use of Clover Assistant is lower than we expect, our growth may slow or stall. We may experience a decline in our lives under Clover management, and our results of operations could be adversely affected.
  • If we fail to estimate, price for and manage medical expenses in an effective manner, the profitability of our business could decline, which could materially and adversely affect our results of operations, financial condition, and cash flows.
  • CMS's risk adjustment payment system makes our revenues and profitability difficult to predict and could result in material retroactive adjustments to our results of operations.
  • We may require additional capital to support business growth, and this capital might not be available on acceptable terms, or at all.
  • If we are unable to succeed in maintaining or expanding the number of members under our MA plans, our business, financial condition, and results of operations could be harmed.
  • Our members remain concentrated in certain geographic areas and populations, which exposes us to unfavorable changes in local benefit costs, reimbursement rates, competition, and economic conditions.
  • Our results of operations may be adversely affected if we are unable to grow our provider networks or contract with providers, medical facilities, and other entities on competitive terms.
The other 54 risks
  • We may be unable to effectively manage our growth, which could have a material adverse effect on our business, financial condition, and results of operations.
  • We operate in a competitive industry, and if we are not able to compete effectively, our business, financial condition, and results of operations will be harmed.
  • We compete with larger companies that may have stronger brands, and consolidation among competitors would increase competition.
  • Our failure to estimate incurred but not reported claims accurately would affect our results of operations.
  • Estimating and accounting for Medicare Part D costs involves certain regulatory calculations that carry inherent risks. Should these estimates and assumptions deviate from actual outcomes, it could negatively impact our operational results.
  • If we are unable to expand our sales and marketing infrastructure or if we fail to overcome challenges relating to marketing of our business, we may fail to enroll sufficient members to meet our forecasts.
  • If we fail to develop widespread brand recognition or are unable to maintain or enhance our reputation, our business, financial condition, and results of operations will be harmed.
  • If we do not continue to innovate and provide services that are useful to our members and providers, we may not remain competitive, and our business, financial condition, and results of operations could suffer.
  • If we fail to offer high-quality customer support, our business, results of operations and reputation could suffer.
  • Real or perceived errors, failures, vulnerabilities, or bugs in Clover Assistant would harm our business, results of operations, and financial condition.
  • If we fail to manage our technical operations infrastructure, or experience service outages, interruptions, or delays in the deployment of our platform, our results of operations may be harmed.
  • Issues in the development and use of artificial intelligence ("AI"), combined with an uncertain regulatory environment, may result in reputational harm, liability, or other adverse consequences to our business operations.
  • Our business, results of operations, and financial condition may fluctuate on a quarterly and annual basis and could fall below the expectations of investors and securities analysts due to a number of factors, many of which are beyond our control, resulting either in volatility or a decline in the price of the shares of our Class A common stock.
  • Market, regulatory and political conditions, including global economic conditions, rates of inflation and political developments in the United States and abroad, may have adverse consequences on our business, financial condition and share price.
  • Our estimates of market opportunity and forecasts of market growth may prove to be inaccurate; even if the markets in which we compete achieve the forecasted growth, our business could fail to grow at similar rates, if at all.
  • We may become subject to medical liability claims, which could cause us to incur significant expenses, may require us to pay significant damages if not covered by insurance, and could adversely affect our business, financial condition, and results of operations.
  • Our international operations pose certain risks to our business that may be different from risks associated with our domestic operations.
  • We conduct business in various jurisdictions and we are subject to significant expenses and risks related to compliance with state licensure requirements, which could impact our business and results of operations.
  • We rely on third-party providers for computing infrastructure, network connectivity, and other technology-related services needed to deliver our technology platform and products. Any disruption in the services provided by such third-party providers could adversely affect our business and subject us to liability.
  • Our failure to protect our sites, networks, and systems against security breaches, or otherwise to protect our confidential or health information or the confidential or health information of our members, providers, or other third parties, could damage our reputation and brands, and substantially harm our business and results of operations.
  • Our growth depends in part on the success of our strategic relationships with third parties.
  • Because competition for qualified personnel is intense, we may not be able to attract and retain the highly skilled employees we need to execute our business strategies and growth plans.
  • We depend on our senior management team and other key employees; the loss of one or more of these employees or an inability to attract and retain additional qualified key personnel could adversely affect our business.
  • We may engage in merger and acquisition activities, which would require significant management attention, disrupt our business, dilute stockholder value, and adversely affect our business, results of operations, and financial condition.
  • If our estimates or judgments relating to our critical accounting policies prove to be incorrect, our results of operations could be adversely affected.
  • We are currently, and may in the future be, subject to investigations and litigation, which could be costly and time-consuming to defend. The outcomes of these matters cannot be predicted.
  • Risks Related to Governmental Regulation
  • Programs funded in whole or in part by the U.S. federal government account for a significant portion of our revenues.
  • We derive substantially all of our Total revenues from Medicare Advantage premiums and expect to continue to derive a substantial portion of our Total revenues in the future from Medicare Advantage premiums. Changes or developments in Medicare or the health insurance system and laws and regulations governing the health insurance markets in the United States could materially adversely affect our business, results of operations, financial condition, and prospects.
  • State corporate practice of medicine and fee-splitting laws govern at least some of our business operations; violation of such laws could result in penalties and adversely affect our arrangements with contractors and our results of operations and financial condition.
  • Failure to maintain satisfactory quality and performance measures may negatively affect our premium rates, subject us to penalties, limit or reduce our number of members, impede our ability to compete for new business in existing or new markets or result in the termination of our contracts, or affect our ability to establish new health plans or expand current health plans. Any of these events could have a material adverse effect on our business, rate of growth and results of operations, financial condition, and cash flows.
  • Our business activities are highly regulated, and new and proposed government regulation or legislative reforms could increase our cost of doing business and reduce our number of members, profitability, and liquidity.
  • If Clover Assistant were to become subject to regulation by the FDA and we were unable to obtain the required approval or comply with these regulations, our business, results of operations, financial condition, and prospects may be materially and adversely affected.
  • If we are required to maintain higher statutory capital levels for our existing operations or if we are subject to additional capital reserve requirements as we pursue new business opportunities, our cash flows and liquidity may be adversely affected.
  • Our use and disclosure of personally identifiable information, including health information, is subject to federal and state privacy and security regulations. Our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base and results of operations.
  • Risks Related to Our Intellectual Property
  • Failure to protect or enforce our intellectual property rights could impair our ability to protect our internally-developed technology and our brands, and our business may be adversely affected.
  • Our failure to obtain or maintain the right to use certain of our intellectual property could negatively affect our business.
  • We could incur substantial costs as a result of any claim of infringement of another party's intellectual property rights.
  • Our use of "open source" and third-party software could impose unanticipated conditions or restrictions on our ability to commercialize our solutions and could subject us to possible litigation.
  • Risks Related to Ownership of our Securities
  • The price and trading volume of our shares of Class A common stock has been, and may continue to be, volatile, and this volatility may negatively impact the trading price of our Class A common stock.
  • Our failure to satisfy NASDAQ's continued listing standards could result in a delisting of our Class A common stock, which could limit investors' ability to make transactions in our Class A common stock and subject us to additional trading restrictions.
  • Our business and financial performance may differ from any projections that we disclose or any information that may be attributed to us by third parties.
  • Sales of substantial amounts of our securities in the public markets, or the perception that they might occur, could cause the market price of our Class A common stock to decline.
  • If we fail to maintain an effective system of internal controls, our ability to produce timely and accurate financial statements or comply with applicable regulations could be impaired.
  • We do not intend to pay dividends for the foreseeable future.
  • While the Company may enter into share repurchase programs from time to time, which are intended to enhance long-term shareholder value, we cannot provide assurance that this will occur, and any such program may be suspended or terminated at any time.
  • Our dual class structure may negatively impact the trading price of our Class A common stock.
  • Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
  • Restrictions on our ability to obtain funds from our regulated subsidiaries could materially and adversely affect our results of operations, financial condition and cash flows.
  • The requirements of being a public company may strain our resources and divert management's attention.
  • Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could expose us to greater than anticipated tax liabilities.
  • Our trading price and trading volume could decline if securities or industry analysts do not publish research about our business, or if they publish unfavorable research.
  • Applicable insurance laws may make it difficult to effect a change of control.
  • Certain provisions in our corporate charter documents and under Delaware law may prevent or hinder attempts by our stockholders to change our management or to acquire a controlling interest in us. The trading price of our Class A common stock may decline as a result.
  • Our amended and restated certificate of incorporation designates the Court of Chancery of the State of Delaware and, to the extent enforceable, the federal district courts of the United States of America, as the exclusive forums for certain disputes between us and our stockholders, which will restrict our stockholders' ability to choose the judicial forum for disputes with us or our directors, officers, or employees.

Legal proceedings

From time to time, in the normal course of business, we are subject to various legal proceedings, investigations (both formal and informal), and claims incidental to the conduct of a highly regulated business. Such proceedings can be costly, time consuming, and unpredictable. Therefore, no assurance can be given on the outcome of any proceeding or the potential impact on our financial condition or results of operation.

Information concerning legal proceedings can be found in Note 13 "Commitments and Contingencies" to the consolidated financial statements included in Part II, Item 8 of this Form 10-K, which information is incorporated by reference into this item.

The opening of Item 3, Legal Proceedings.77

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