Clover Health Investments Corp-A 2026年季度报告

(Mark One) ☒QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2026 OR Clover Health Investments, Corp. (Exact Name of Registrant as Specified in its Charter)________________________________________ 98-1515192(I.R.S. EmployerIdentification No.)Not Applicable(Zip Code)(1) (State or other jurisdiction ofincorporation or organization) Not Applicable(Address of principal executive offices)(1) Not Applicable(1) Registrant's telephone number, including area code Securities registered pursuant to Section12(b) of the Act: The NASDAQ Stock Market LLC Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subjectto such filing requirements for the past 90 days.YesNo Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required tosubmit such files).YesNo Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and"emerging growth company" in Rule 12b-2 of the Exchange Act. Large accelerated filerNon-accelerated filerEmerging growth company Accelerated filer Smallerreportingcompany If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).YesNo At May1, 2026, the registrant had 430,969,398 shares of Class A Common Stock, $0.0001 par value per share, and 95,714,926 shares ofClass B Common Stock, $0.0001 par value per share, issued and outstanding. 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. PART I.FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)5Condensed Consolidated Balance Sheets at March 31, 2026and December 31, 20256Condensed Consolidated Statements of Operations and Comprehensive Income for the three months endedMarch 31, 2026 and 20257Condensed Consolidated Statements of Changes in Stockholders' Equity for the three months ended March31, 2026 and 20258Condensed Consolidated Statements of Cash Flows for the three months ended March, 2026 and 20259Notes to Condensed Consolidated Financial Statements10Item 2.Management's Discussion and Analysis of Financial Condition and Results of Operations24Item 3.Quantitative and Qualitative Disclosures About Market Risk32Item 4.Controls and Procedures32 PART II.OTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.Exhibits Signatures35 As used in this report, "Company," "Clover," "Clover Health," "we," "us," "our," "our company," and similar terms refer to CloverHealth Investments, Corp. and its consolidated subsidiaries, unless otherwise noted or the context otherwise requires. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS This Quarterly Report on Form 10-Q contains forward-looking statements within the meaning of Section 27A of the Securities Act of1933, as amended (the "Securities Act"), and Section 21E of the Securities Exchange Act of 1934, as amended (the "Exchange Act").All statements contained in this Quarterly Report on Form 10-Q, other than statements of historical fact, including statementsregarding our future results of operations, financial position, market size and opportunity, our business strategy and plans, the factorsaffecting our performance and our objectives for future operations, are forward-looking statements. The words "believe," "may,""will," "estimate," "continue," "anticipate," "intend," "could," "should," "would," "can," "expect," "project," "outlook," "forecast,""objective," "plan," "potential," "seek," "grow," "target," "if," and the negative or plural of these words and similar expressions areintended to identify forward-looking statements. We have based these forward-looking statements largely on our current expectationsand projections about future events and trends that we believe may affect our financial condition, results of operations, bus