CLOVER HEALTH INVESTMENTS, CORP. /DE
For the period ended Jun 30, 2026. Filed Aug 7, 2026.
View on SEC.govAbout this filing
A company's report for each of its first three quarters. The financial statements are not audited. It shows how the business has moved since the last annual report, and what management says changed.
Jun 30, 2026 · Filed Aug 7, 2026
CLOV$4.82+7.6%Stored close · as of Nov 6, 2026
What changed in Management’s Discussion and Analysis?
Read the current filingPrevious report: 10-Q
Period ended 2026-03-31; filed 2026-05-08.
0001801170-26-000122
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsCurrent report: 10-Q
Period ended 2026-06-30; filed 2026-08-07.
0001801170-26-000200
Item 2. Management's Discussion and Analysis of Financial Condition and Results of OperationsThe baseline is this issuer’s latest earlier reporting period of the same form that was filed before the current report. A previous 10-Q is a different quarter, not a year-over-year comparison. Amendments are excluded.
Compared 89 previous paragraphs and 112 current paragraphs.
69 unchanged; 16 reworded; 25 added; 4 removed; 0 previous and 2 current paragraphs rearranged.
Tables are not compared: 8 previous and 9 current tables excluded. Dates, whitespace, punctuation and numbering changes are ignored; changes to financial figures remain significant.
A changed paragraph is not evidence that risk increased or decreased. An unchanged paragraph does not establish that risk stayed the same.
Added paragraphs (25)
Current report
Executive Summary
Current report
The following summary highlights matters that management considers most significant to an understanding of our results for the three and six months ended June 30, 2026. It is not a complete description of, and should be read together with, the more detailed discussion that follows and our condensed consolidated financial statements.
Current report
Total revenues increased 56% to $743.2 million for the three months ended June 30, 2026, and 59% to $1,492.4 million for the six months ended June 30, 2026, compared to the respective prior-year periods, driven primarily by growth in our Medicare Advantage membership and higher per-member premium. We reported income from operations of $28.0 million and $55.3 million for the three and six month periods, respectively, compared to losses in the prior-year periods.
Current report
Our results reflect continued membership growth alongside disciplined management of administrative spend. Adjusted SG&A as a percentage of total revenues improved to 16% for the six months ended June 30, 2026, from 18% in the prior-year period, as revenue growth outpaced growth in our administrative cost base. Adjusted EBITDA increased to $81.2 million for the six months ended June 30, 2026, from $42.9 million in the prior-year period. We continued to maintain a strong liquidity position, with cash, cash equivalents, and investments of $443.0 million at June 30, 2026.
Current report
Consolidated gross profit increased approximately 50% to $312.5 million for the six months ended June 30, 2026, broadly in line with our membership growth.
Current report
As described under "Recent Developments" below, developments during the quarter relating to our 2026 Star Ratings are expected to affect payment year 2027 rather than our current period results.
Current report
Recent Developments
Current report
CMS Star Ratings
Current report
Pursuant to CMS’s MA Star Ratings system, CMS annually awards between 1.0 and 5.0 Stars to MA plans based on performance in several categories. CMS released the Company’s 2026 Star Ratings on October 9, 2025 and had awarded the Company's PPO (contract H5141) and HMO plans (contract H8010) with 3.5 Stars and 4.0 Stars, respectively.
Current report
As previously disclosed, on June 9, 2026, CMS informed the Company that, consistent with a court judgment in Clover Insurance Co. V. HHS, Civ. A. No. 25-142 (S.D. Ga) (the "Stars Litigation"), CMS had recalculated the 2026 Star Rating for the Company's PPO MA contract, H5141, from 3.5 Stars to 4.5 Stars for payment year 2027.
Current report
On June 17, 2026, CMS issued updated guidance informing all MA Organizations that it was voluntarily recalculating the 2027 Quality Bonus Payment ratings for certain MA contracts as a result of the decision in the Stars Litigation.
Current report
CMS’s guidance stated that MA organizations can view their recalculated 2027 QBP ratings in the Health Plan Management System ("HPMS"). HPMS displays the Company's PPO MA contract, H5141, rated at 4.5 Stars for payment year 2027, and also displays that the 2026 Star Rating for the Company's HMO MA contract, H8010, increased from 4.0 Stars to 4.5 Stars, which also impacts payment year 2027.
Current report
On July 21, 2026, CMS filed its Notice of Appeal of the district court's decision in the Stars Litigation with the United States Court of Appeals for the Eleventh Circuit.
Current report
Other income decreased by $2.4 million, or 31%, to $5.4 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease was primarily driven by the absence in 2026 of a non-recurring gain recognized in the prior-year period from the fair value remeasurement of an equity investment in a privately held company, and by lower investment income resulting from a lower interest rate environment, to which our returns are closely correlated given the short-duration nature of our investment portfolio.
Current report
Salaries and benefits decreased by $7.2 million, or 12%, to $54.1 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The decrease was driven primarily by lower stock-based compensation expense, reflecting the completion in January 2026 of the requisite service period for certain founder equity awards granted in 2021, partially offset by higher cash compensation, including base salaries associated with increased headcount to support our membership growth.
Current report
General and administrative expenses increased $21.8 million, or 45%, to $70.3 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily driven by higher administrative costs to support the growth in our membership, including higher professional fees, broker commissions, and other operating expenses.
Current report
Comparison of the Six Months Ended June 30, 2026 and 2025
Current report
Premiums earned, net increased $555.2 million, or 60%, to $1,482.0 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily driven by growth in our average membership over the period, which increased approximately 50%, together with an approximately 7% increase in per-member premium. The higher per-member premium reflected higher CMS premium rates, including the effect of being paid on 4.0 Stars in the current payment year compared to 3.5 Stars in the prior period for our PPO plans, which cover the large majority of our members.
Current report
Other income
Current report
Other income decreased by $2.8 million, or 21%, to $10.4 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The decrease was primarily driven by the absence in 2026 of a non-recurring gain recognized in the prior-year period from the fair value remeasurement of an equity investment in a privately held company, and by lower investment income resulting from a lower interest rate environment, to which our returns are closely correlated given the short-duration nature of our investment portfolio.
Current report
Net medical claims incurred
Current report
Net medical claims incurred increased $448.4 million, or 61%, to $1,179.8 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily driven by growth in our average members during the period, which increased approximately 50%, together with higher per-member medical costs. On a per-member basis, net medical claims incurred increased approximately 7% to $1,263 from $1,175, driven by the current-year benefit design and general medical cost trends.
Current report
Salaries and benefits
Current report
General and administrative expenses
Current report
General and administrative expenses increased $45.8 million, or 46%, to $144.9 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. The increase was primarily driven by higher administrative costs to support the growth in our membership, including higher professional fees, broker commissions, and other operating expenses.
Removed paragraphs (4)
Previous report
Premiums earned, net
Previous report
Premiums earned, net
Previous report
Other income decreased by $0.4 million, or 8%, to $5.0 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The decrease was primarily driven by a lower interest rate environment during the period, which resulted in lower investment income.
Previous report
General and administrative expenses increased $24.0 million, or 47%, to $74.6 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily driven by higher professional fees and broker fees driven by membership growth during the most recent annual enrollment period.
Reworded paragraphs (16)
Previous wording
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto for the three months ended March 31, 2026, contained in this Quarterly Report on Form 10-Q (the "Form 10-Q") and the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the "SEC") on February 27, 2026 (the "2025 Form 10-K"). This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of the 2025 Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements" for additional information. Unless the context otherwise requires, references in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" to "we," "us," "our," "Clover," "Clover Health," and the "Company" mean the business and operations of Clover Health Investments, Corp. and its consolidated subsidiaries.
Current wording
The following discussion and analysis provides information that management believes is relevant to an assessment and understanding of our condensed consolidated results of operations and financial condition. The discussion should be read in conjunction with the unaudited condensed consolidated financial statements and notes thereto for the three and six months ended June 30, 2026, contained in this Quarterly Report on Form 10-Q (the "Form 10-Q") and the audited consolidated financial statements and notes thereto for the year ended December 31, 2025, contained in the Company's Annual Report on Form 10-K for the year ended December 31, 2025, filed with the Securities and Exchange Commission (the "SEC") on February 27, 2026 (the "2025 Form 10-K"). This discussion contains forward-looking statements and involves numerous risks and uncertainties, including, but not limited to, those described in the "Risk Factors" section of the 2025 Form 10-K. Actual results may differ materially from those contained in any forward-looking statements. See "Cautionary Note Regarding Forward-Looking Statements" for additional information. Unless the context otherwise requires, references in this "Management's Discussion and Analysis of Financial Condition and Results of Operations" to "we," "us," "our," "Clover," "Clover Health," and the "Company" mean the business and operations of Clover Health Investments, Corp. and its consolidated subsidiaries.
Previous wording
We operate Preferred Provider Organization ("PPO") and Health Maintenance Organization ("HMO") Medicare Advantage ("MA") plans for Medicare-eligible individuals. We aim to provide high-quality, affordable healthcare for all Medicare beneficiaries. Among plans with similar major characteristics, we offer most members in our MA plans (the "members") among the lowest average out-of-pocket costs for primary care provider and specialist co-pays in their markets. We strongly believe in providing our members provider choice, and we consider our PPO plans to be our flagship insurance product. An important feature of our MA product is wide network access. We believe the use of Clover Assistant and related data insights allows us to improve clinical decision-making through a highly scalable platform. At March 31, 2026, we operated our MA plans in five states and 203 counties, with 155,773 members.
Current wording
We operate Preferred Provider Organization ("PPO") and Health Maintenance Organization ("HMO") Medicare Advantage ("MA") plans for Medicare-eligible individuals. We aim to provide high-quality, affordable healthcare for all Medicare beneficiaries. Among plans with similar major characteristics, we offer most members in our MA plans (the "members") among the lowest average out-of-pocket costs for primary care provider and specialist co-pays in their markets. We strongly believe in providing our members provider choice, and we consider our PPO plans to be our flagship insurance product. An important feature of our MA product is wide network access. We believe the use of Clover Assistant and related data insights allows us to improve clinical decision-making through a highly scalable platform. At June 30, 2026, we operated our MA plans in five states and 203 counties, with 157,309 members.
Previous wording
Premiums earned, net increased $287.3 million, or 63%, to $744.2 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily driven by growth in our average members over the period, which increased approximately 51%. In addition, we are currently being paid on 4.0 stars in the current year as compared to 3.5 stars in the prior period for our PPO plans which comprises the large majority of our members.
Current wording
Premiums earned, net increased $267.9 million, or 57%, to $737.8 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily driven by growth in our average membership over the period, which increased approximately 49%, together with an approximately 6% increase in per-member premium. The higher per-member premium reflected higher CMS premium rates, including the effect of being paid on 4.0 Stars in the current payment year compared to 3.5 Stars in the prior period for our PPO plans, which cover the large majority of our members.
Previous wording
Net medical claims incurred increased $236.2 million, or 67%, to $589.6 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. The increase was primarily driven by growth in our average members during the period, which increased approximately 51%.
Current wording
Net medical claims incurred increased $212.2 million, or 56%, to $590.2 million for the three months ended June 30, 2026, compared to the three months ended June 30, 2025. The increase was primarily driven by growth in our average membership during the period, which increased approximately 49%, together with higher per-member medical costs. On a per-member basis, net medical claims incurred increased approximately 5% to $1,254 from $1,194, driven by the current-year benefit design and general medical cost trends.
Previous wording
Salaries and benefits decreased by $2.0 million, or 3%, to $57.1 million for the three months ended March 31, 2026, compared to the three months ended March 31, 2025. This decrease was primarily driven by a decrease in our stock-based compensation expense partially offset by an increase in base salaries as a result of an increase in headcount to support our membership growth.
Current wording
Salaries and benefits decreased by $9.1 million, or 8%, to $111.2 million for the six months ended June 30, 2026, compared to the six months ended June 30, 2025. This decrease was primarily driven by lower stock-based compensation expense, reflecting the completion in January 2026 of the requisite service period for certain founder equity awards granted in 2021, partially offset by higher cash compensation, including base salaries associated with increased headcount to support our membership growth.
Previous wording
Our cash equivalents and investment securities consist primarily of money market funds, U.S. government debt securities, and corporate debt securities. At March 31, 2026 and December 31, 2025, total cash, cash equivalents, and investments were $418.2 million and $319.9 million, respectively. These totals consist of $240.7 million and $224.6 million at March 31, 2026 and December 31, 2025, respectively, that specifically relate to available-for-sale and held-to-maturity investment securities.
Current wording
Our cash equivalents and investment securities consist primarily of money market funds, U.S. government debt securities, and corporate debt securities. At June 30, 2026 and December 31, 2025, total cash, cash equivalents, and investments were $443.0 million and $319.9 million, respectively. These totals consist of $241.7 million and $224.6 million at June 30, 2026 and December 31, 2025, respectively, that specifically relate to available-for-sale and held-to-maturity investment securities.
Previous wording
At March 31, 2026 and December 31, 2025, total cash, cash equivalents, and investments for the parent company, Clover Health Investments, Corp., and unregulated subsidiaries were $105.5 million and $122.0 million, respectively. We operate as a holding company in a highly regulated industry. As such, we may receive dividends and administrative expense reimbursements from our subsidiaries, two of which are subject to regulatory restrictions. We continue to maintain significant levels of aggregate excess statutory capital and surplus in our state-regulated insurance subsidiaries.
Current wording
At June 30, 2026 and December 31, 2025, total cash, cash equivalents, and investments for the parent company, Clover Health Investments, Corp., and unregulated subsidiaries were $128.5 million and $122.0 million, respectively. We operate as a holding company in a highly regulated industry. As such, we may receive dividends and administrative expense reimbursements from our subsidiaries, two of which are subject to regulatory restrictions. We continue to maintain significant levels of aggregate excess statutory capital and surplus in our state-regulated insurance subsidiaries.
Previous wording
At March 31, 2026 and December 31, 2025, total cash, cash equivalents, and investments for our regulated subsidiaries were $312.7 million and $197.9 million, respectively. Additionally, our regulated insurance subsidiaries held $178.5 million and $178.1 million of available-for-sale and held-to-maturity investment securities at March 31, 2026 and December 31, 2025, respectively. Our use of operating cash derived from our unregulated subsidiaries is generally not restricted by departments of insurance (or comparable state regulatory agencies). Our regulated insurance subsidiaries are subject to regulations and standards in their respective jurisdictions on their ability to declare and pay dividends to the parent. As of March 31, 2026, there have been no dividends paid to the parent. Insurance regulators have broad powers to prevent reduction of statutory surplus to inadequate levels, and there is no assurance that dividends of the maximum amounts calculated under any applicable formula would be permitted. State insurance regulatory authorities that have jurisdiction over the payment of dividends by our regulated insurance subsidiary may in the future adopt statutory provisions more restrictive than those currently in effect.
Current wording
At June 30, 2026 and December 31, 2025, total cash, cash equivalents, and investments for our regulated subsidiaries were $314.5 million and $197.9 million, respectively. Additionally, our regulated insurance subsidiaries held $177.4 million and $178.1 million of available-for-sale and held-to-maturity investment securities at June 30, 2026 and December 31, 2025, respectively. Our use of operating cash derived from our unregulated subsidiaries is generally not restricted by departments of insurance (or comparable state regulatory agencies). Our regulated insurance subsidiaries are subject to regulations and standards in their respective jurisdictions on their ability to declare and pay dividends to the parent. As of June 30, 2026, there have been no dividends paid to the parent. Insurance regulators have broad powers to prevent reduction of statutory surplus to inadequate levels, and there is no assurance that dividends of the maximum amounts calculated under any applicable formula would be permitted. State insurance regulatory authorities that have jurisdiction over the payment of dividends by our regulated insurance subsidiary may in the future adopt statutory provisions more restrictive than those currently in effect.
Previous wording
The following table summarizes our condensed consolidated cash flows for the three months ended March 31, 2026 and 2025.
Current wording
The following table summarizes our condensed consolidated cash flows for the six months ended June 30, 2026 and 2025.
Previous wording
For the three months ended March 31, 2026, Net cash provided by operating activities was $107.9 million, which reflects Net income of $27.3 million. The changes in operating assets and liabilities were largely attributable to a $107.2 million increase in Unpaid claims. Non-cash activities primarily included a $12.3 million charge to Stock-based compensation.
Current wording
For the six months ended June 30, 2026, Net cash provided by operating activities was $133.1 million, which reflects Net income of $55.3 million. The changes in operating assets and liabilities were largely attributable to a $97.6 million increase in Unpaid claims. Non-cash activities primarily included a $21.4 million charge to Stock-based compensation.
Previous wording
For the three months ended March 31, 2025, Net cash used in operating activities was $16.3 million, which reflects a Net loss of $1.3 million. Non-cash activities primarily included a $26.4 million charge to Stock-based compensation expense.
Current wording
For the six months ended June 30, 2025, Net cash used in operating activities was $10.9 million, which reflects a Net loss of $11.9 million. Non-cash activities primarily included a $52.6 million charge to Stock-based compensation expense.
Previous wording
Net cash used in investing activities for the three months ended March 31, 2026 of $5.1 million was primarily due to $40.9 million used to purchase investments. This was partially offset by $36.7 million provided from the sales and maturities of investment securities.
Current wording
Net cash used in investing activities for the six months ended June 30, 2026 of $5.1 million was primarily due to $68.1 million used to purchase investments. This was largely attributable to $64.5 million provided from the sales and maturities of investment securities.
Previous wording
Net cash provided by investing activities for the three months ended March 31, 2025 of $8.9 million was primarily due to $42.3 million provided from the sales and maturities of investment securities. This was partially offset by $33.2 million used to purchase investments.
Current wording
Net cash provided by investing activities for the six months ended June 30, 2025 of $44.5 million was primarily due to $105.1 million provided from the sales and maturities of investment securities. This was partially offset by $59.9 million used to purchase investments.
Previous wording
Net cash used in financing activities for the three months ended March 31, 2026 of $7.9 million was primarily the result of cash paid for shares withheld related to stock-based compensation totaling $7.9 million.
Current wording
Net cash used in financing activities for the six months ended June 30, 2026 of $7.4 million was primarily the result of cash paid for shares withheld related to stock-based compensation totaling $9.7 million.
Previous wording
Net cash used in financing activities for the three months ended March 31, 2025 of $31.7 million was primarily the result of cash paid for repurchases our Class A common stock totaling $18.3 million in addition to cash paid for shares withheld related to stock-based compensation totaling $13.7 million.
Current wording
Net cash used in financing activities for the six months ended June 30, 2025 of $39.5 million was primarily the result of cash paid for shares withheld related to stock-based compensation totaling $22.1 million in addition to repurchases of our Class A common stock totaling $18.3 million.
Previous wording
Material cash requirements from known contractual obligations and commitments at March 31, 2026 include operating lease obligations of $3.8 million. These commitments are associated with contracts that were enforceable and legally binding at March 31, 2026, and that specified all significant terms, including fixed or minimum serves to be used, fixed, minimum, or variable price provisions, and the approximate timing of the actions under the contracts. There were no other material cash requirements from known contractual obligations and commitments at March 31, 2026. For additional information regarding our remaining estimated contractual obligations and commitments, see Note 12 "Commitments and Contingencies" in the accompanying notes to the consolidated financial statements included in this Form 10-Q.
Current wording
Material cash requirements from known contractual obligations and commitments at June 30, 2026 include operating lease obligations of $3.6 million. These commitments are associated with contracts that were enforceable and legally binding at June 30, 2026, and that specified all significant terms, including fixed or minimum services to be used, fixed, minimum, or variable price provisions, and the approximate timing of the actions under the contracts. There were no other material cash requirements from known contractual obligations and commitments at June 30, 2026. For additional information regarding our remaining estimated contractual obligations and commitments, see Note 12 "Commitments and Contingencies" in the accompanying notes to the condensed consolidated financial statements included in this Form 10-Q.
Rearranged current paragraphs (2)
Current report — wording carried from elsewhere
The following table summarizes our condensed consolidated results of operations for the six months ended June 30, 2026 and 2025. The period-to-period comparison of results is not necessarily indicative of results for future periods.
Current report — wording carried from elsewhere
Not presented because the current or prior period amount is zero or the amount for the line item changed from a gain to a loss (or vice versa) and thus yields a result that is not meaningful.