UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~October~~November 314, 2025

CLOVER HEALTH INVESTMENTS, CORP.

(Exact name of Registrant as Specified in Its Charter)


Delaware	001-39252	98-1515192
(State or Other Jurisdiction	(Commission File Number)	(IRS Employer
of Incorporation)		Identification No.)

Address Not Applicable(1)			Address Not Applicable(1)
Not Applicable(1)			Not Applicable(1)
(Address of Principal Executive Offices)			(Zip Code)

Not Applicable(1)

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Trading

Title of each class

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, par value $0.0001 per share

CLOV

The NASDAQ Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

(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.

Item 52.02 ~~Departure~~Results of ~~Directors~~Operations orand ~~Certain~~Financial ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Condition.

On ~~October~~November 314, 2025, ~~Chelsea Clinton, a member of the Board of Directors (the “Board”) of~~ Clover Health Investments, Corp. (the “"Company”") ~~and~~issued ofa ~~the~~press ~~Talent~~release ~~and~~announcing ~~Compensation~~its ~~Committee~~financial ~~and~~results ~~the~~for ~~Nominating and Corporate Governance Committee thereof, (collectively,~~ the ~~“Committees”),~~third ~~notified~~quarter ~~the~~ended ~~Company~~September ~~of her intention to conclude her service on the Company’s Board and Committees effective as of October 31~~30, 2025. ~~Ms.~~The ~~Clinton’s~~full ~~decision~~text toof ~~step down from~~ the ~~Board~~press isrelease ~~not~~issued ~~the~~in ~~result~~connection ~~of any disagreement~~ with the ~~Company~~announcement onis ~~any~~furnished ~~matter~~as ~~relating~~Exhibit ~~to its operations, policies or practices~~99.1 ~~The Board intends~~ to ~~fill~~this ~~the~~Current ~~vacancy~~Report ~~created~~on byForm ~~Ms.~~8-K ~~Clinton’s departure as soon as practicable. The authorized number of directors under the Company’s Bylaws will remain unchanged at nine directors,~~ and ~~the~~is ~~Board~~incorporated ~~will~~herein ~~continue~~by ~~to operate with two vacant seats following Ms~~reference. ~~Clinton’s departure.~~

The information set forth in this Item 2.02 (including Exhibit 99.1) shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) List of Exhibits

Exhibit No.			Description
99.1			Press ~~Release~~release ~~of the Company,~~ dated ~~October~~November 314, 2025
104			Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

Clover Health Investments, Corp.

Date:

~~October~~November 314, 2025

By:

/s/ Peter Kuipers

Name:

Peter Kuipers

Title:

Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)

Filing Compare · CLOVER HEALTH INVESTMENTS, CORP. /DE