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): ~~May~~June 189, 2026

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)
(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: [email protected], or to our agent for service of process at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.

Item 78.01. ~~Regulation~~Other ~~FD Disclosure~~Events.

On May 1829, 2026, ~~Clover~~the ~~Health~~United ~~Investments,~~States ~~Corp.~~District ~~(the~~Court ~~“Company”)~~for ~~published~~the aSouthern ~~list~~District of ~~responses~~Georgia toentered afinal ~~selection~~judgment in Clover Insurance Co. v. U.S. Department of ~~frequently~~Health ~~asked~~and ~~supplemental~~Human ~~questions~~Services, ~~submitted~~2:25-CV-142, granting summary judgment in ~~connection~~part ~~with~~for ~~the~~Clover Insurance Company's ~~first~~(“Clover”), ~~quarter~~a ~~2026~~subsidiary ~~earnings~~of ~~announcement~~Clover inHealth ~~order~~Investments, toCorp. ~~further~~At ~~engagement~~issue ~~with~~in the ~~Company'~~lawsuit was Clover’s ~~shareholder~~2026 ~~base~~Star Rating, which impacts Payment Year 2027. The ~~supplemental~~Court ~~questions~~set ~~and~~aside ~~the Company'~~Clover’s ~~accompanying~~2026 ~~written~~3.5 ~~responses~~Star ~~are~~Rating ~~furnished~~for asContract ~~Exhibit~~H5141 ~~99.1~~and toordered ~~this~~the ~~Current~~Centers ~~Report~~for onMedicare ~~Form~~& ~~8-K,~~Medicaid ~~and~~Services ~~are~~(“CMS”) ~~also~~to ~~available~~recalculate onClover’s ~~the~~2026 ~~investor~~Star ~~relations~~Rating ~~section~~in ofa ~~the~~manner ~~Company's~~consistent ~~website~~with the Order.

~~The~~On ~~information~~June ~~set~~9, ~~forth~~2026, inCMS ~~this~~informed ~~Item~~Clover ~~7.01~~that, ~~(including~~consistent ~~Exhibit~~with ~~99.1)~~the ~~shall~~Court’s ~~not~~order, beit ~~deemed~~has ~~“filed”~~recalculated ~~for~~Clover's ~~purposes~~2026 ofStar ~~Section~~Rating 18as of4.5 ~~the~~Stars, ~~Securities~~and ~~Exchange~~has ~~Act~~instructed ofClover ~~1934,~~to assubmit ~~amended~~alternate ~~(the~~bids ~~"Exchange~~at ~~Act"),~~4.5 ~~nor~~Stars. ~~shall~~The it4.5 beStar ~~deemed~~Rating applies to beContract ~~incorporated~~H5141, byClover’s ~~reference~~PPO ~~into~~plan, ~~any~~which ~~filing~~covers ~~made~~over ~~under~~97% ~~the~~of ~~Securities~~Clover’s ~~Act~~members. ofClover’s ~~1933,~~HMO asplan’s ~~amended,~~(Contract orH8010) ~~the~~2026 ~~Exchange~~Star ~~Act,~~Rating ~~except~~was asnot ~~expressly~~subject ~~set~~to ~~forth~~this bylitigation ~~specific~~and ~~reference~~its in2026 ~~such~~Star aRating ~~filing~~remains at 4.0 Stars, as previously reported.

Item 9.01. Financial Statements and Exhibits.

(d) List of Exhibits

Exhibit No.			Description
99.1			Press Release of the Company, dated May 18, 2026
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:

~~May~~June 1810, 2026

By:

/s/ Clay Thornton

Name:

Clay Thornton

Title:

Interim Chief Financial Officer (Principal Financial Officer)

Filing Compare · CLOVER HEALTH INVESTMENTS, CORP. /DE