CLOVER HEALTH INVESTMENTS, CORP. /DE

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐

Check the appropriate box:

☐ Preliminary Proxy Statement

☐Confidential, for use of the Commission Only (as Permitted by Rule 14A-6(e)(2))

☒ Definitive Proxy Statement

☐ Definitive Additional Materials

☐ Soliciting Material under Section 240.14a-12

CLOVER HEALTH INVESTMENTS, CORP.

(Name of Registrant as Specified in its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check all boxes that apply):

☒ No fee required

☐ Fee paid previously with preliminary materials.

☐ Fee computedon table in exhibit required by Item 25(b) per Exchange Act Rules 14a-6(i)(1) and 0-11.

CLOVER HEALTH INVESTMENTS, CORP.

April 28, 2026

Dear Stockholder:

The 2026 annual meeting of stockholders (the "Annual Meeting") of Clover Health Investments, Corp. (the "Company") will be held on June 10, 2026, at 11:00 a.m. Eastern Time. Stockholders will be able to attend the virtual-only Annual Meeting, vote and submit questions by visitingwww.virtualshareholdermeeting.com/CLOV2026. Stockholders may vote and submit questions in advance of the meeting by visitingwww.proxyvote.com. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying proxy statement ("Proxy Statement"). Any reference in this Proxy Statement to attending the Annual Meeting, including any reference to "in person" attendance, means attending by remote communication via live webcast on the Internet.

The formal notice of the Annual Meeting and the Proxy Statement appear on the following pages. We have elected to provide access to our proxy materials over the Internet under the U.S. Securities and Exchange Commission's "notice and access" rules. After reading the Proxy Statement, please submit your proxy via the Internet, by telephone or by requesting a printed copy of the proxy materials and using the enclosed proxy card. You may vote via the Internet or by telephone up to the time the polls close at the Annual Meeting. Please review the instructions on each of your voting options described in the accompanying Proxy Statement, as well as the Notice of Internet Availability of Proxy Materials you received.

Whether or not you plan to attend the Annual Meeting, please read the Proxy Statement and vote your shares.

On behalf of the Board of Directors, we thank you for your continued support and look forward to seeing you virtually at the Annual Meeting.

Sincerely,

Andrew Toy

Co-Founder, Chief Executive Officer and Director

Clover Health Investments, Corp.

CLOVER HEALTH INVESTMENTS, CORP.1

Address Not Applicable1

NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

June 10, 2026

11:00 A.M. Eastern Time

We invite you to attend the 2026 annual meeting of stockholders (the "Annual Meeting") of Clover Health Investments, Corp., a Delaware corporation ("Clover," "Clover Health," the "Company," "our company," "we," "our" or "us"), to consider and vote upon:

1. The election of Demetrios L. Kouzoukas, Andrew Toy and Thomas L. Tran as Class II directors, to serve until the 2029 annual meeting of stockholders and until their successors are duly elected and qualified;

2. A non-binding advisory proposal to approve the compensation paid to our named executive officers ("NEOs") for 2025 as disclosed in the attached Proxy Statement (a "Say on Pay" vote);

3. The ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm for the year ending December 31, 2026; and

4. Any other business that may properly come before the Annual Meeting or any postponement or adjournment of the Annual Meeting.

Our board of directors (the "Board") recommends that you vote (i) "FOR" the election of each of the nominees to the Board, (ii) "FOR" the approval of the compensation paid to our NEOs for 2025 and (iii) "FOR" the ratification of the appointment of Ernst & Young LLP as our independent registered public accounting firm.

The record date for determining stockholders entitled to notice of, and to vote at, the Annual Meeting is the close of business on April 15, 2026. Only stockholders of record at that date are entitled to notice of, and to vote at, the Annual Meeting. For more information, please read the accompanying Proxy Statement.

The Annual Meeting will be held in a virtual meeting format only. You will be able to attend the virtual-only Annual Meeting, vote and ask questions during the Annual Meeting by visitingwww.virtualshareholdermeeting.com/CLOV2026. For instructions on how to attend and vote your shares at the Annual Meeting, see the information in the accompanying Proxy Statement. You may vote and submit questions in advance of the meeting by visitingwww.proxyvote.com. Any reference in the Proxy Statement to attending the Annual Meeting, including any reference to "in person" attendance, means attending by remote communication via live webcast on the Internet.

It is important that your shares are represented at the Annual Meeting. Stockholders of record as of the close of business on the record date may vote their shares online at the virtual Annual Meeting, or authorize a proxy (1) via the Internet, (2) by telephone or (3) if you have received paper copies of our proxy materials, by submitting your enclosed proxy card.

1 We are a remote-first company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, stockholder communications required to be sent to our principal executive offices may be directed to the email address: secretary@cloverhealth.com, or to our agent for service of process at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Sincerely,

Karen Soares

General Counsel and Corporate Secretary

April 28, 2026

IMPORTANT NOTICE REGARDING THE AVAILABILITY OF PROXY MATERIALS FOR THE 2026 ANNUAL MEETING OF STOCKHOLDERS TO BE HELD ON JUNE 10, 2026.

This Notice of our Annual Meeting, the Proxy Statement and our Annual Report on Form 10-K for the fiscal year ended December 31, 2025, are available by visitingwww.virtualshareholdermeeting.com/CLOV2026.

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