8-K

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): April 21, 2025

CLOVER HEALTH INVESTMENTS, CORP.

(Exact name of Registrant as Specified in Its Charter)

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:

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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 21, 2025, Lee A. Shapiro, a member of the Board of Directors of Clover Health Investments, Corp. (the “Company”) and the Chairman of the Audit Committee and the Nominating and Corporate Governance Committee thereof, notified the Company of his intention to not stand for re-election to the Company's Board of Directors, in light of new responsibilities related to his assuming the Chairmanship of the American Heart Association in the coming weeks. Mr. Shapiro will fulfill the remainder of his term as member of the Board of Directors and the effective date of his departure will be the Company’s Annual Meeting of Shareholders, June 10, 2025. Mr. Shapiro did not advise the Company of any disagreement with the Company on any matter relating to its operations, policies or practices. The Board of Directors intends to fill the vacancy created by Mr. Shapiro’s departure as soon as practicable. The authorized number of directors under the Company’s Bylaws will remain unchanged at nine directors, and the Board of Directors will continue to operate with one vacant seat following Mr. Shapiro’s departure.

Effective June 10, 2025, Thomas L. Tran, a member of the Company's Board of Directors and Audit Committee, will be appointed as Chairman of the Audit Committee and as a member and Chairman of the Nominating and Corporate Governance Committee of the Board of Directors.

Item 9.01. Financial Statements and Exhibits.

(d) List of Exhibits

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.

Document

Clover Health Announces Changes to Board of Directors

Thomas L. Tran will become Chairman of the Audit Committee and the Nominating and Corporate Governance Committee, and Lee A. Shapiro will not stand for re-election at the 2025 Annual Shareholders’ Meeting

WILMINGTON, Del. – April 22, 2025 – Clover Health Investments, Corp. (Nasdaq: CLOV) (“Clover,” “Clover Health” or the “Company”), today announced that after four years of distinguished service, Lee A. Shapiro, a member of Clover Health’s Board of Directors, has notified the Company of his intention not to stand for reelection to the Board of Directors in light of new responsibilities related to his assumption of the Chairmanship of the American Heart Association in the coming weeks. Mr. Shapiro will fulfill the remainder of his term as a member of the Board of Directors, ending his service as of June 10, 2025, the date of the Company’s 2025 Annual Shareholders’ meeting.

“It has been a privilege to serve on the Clover Health Board of Directors for the prior four years,” said Lee A. Shapiro. “I am very proud of what I have been able to contribute in my role on the Board, as well as what the Company has accomplished in that same time span. I wish Clover continued and even greater success in the future.”

“We are grateful for Lee’s dedicated service and leadership on Clover’s Board of Directors,” said Andrew Toy, CEO of Clover Health. “Throughout his tenure on the Board, Lee has provided invaluable insight to advance the Clover mission. We thank him for his contributions and wish him all the best in his future endeavors.”

“Lee Shapiro has been an incredible partner to Clover, bringing a mix of discipline, heart, and experience that’s hard to replicate. His belief in our mission and his leadership on the Board have helped us navigate critical chapters of our journey,” said Vivek Garipalli, Executive Chairperson and founder of Clover Health. “We’re deeply grateful for his service and wish him every success in this next chapter. I’m also thrilled to see Tom Tran step into this expanded role—he brings deep expertise and judgment, and we’re lucky to have him help guide Clover moving forward.”

Mr. Shapiro serves as Chairman of the Audit Committee and the Nominating and Corporate Governance Committee. Effective June 10, 2025, Thomas L. Tran, a current member of the Audit Committee, will be appointed Chairman of the Audit Committee and as a member and Chairman of the Nominating and Corporate Governance Committee.

"I am honored to take on the role of Chairman for both the Audit Committee and the Nominating and Corporate Governance Committee,” said Thomas L. Tran, Clover Health Board Member. “Building upon Lee's strong leadership, I am committed to upholding the highest standards of financial integrity and transparency at Clover. I look forward to continuing to foster an environment of rigorous oversight, accountability, and ensuring that we serve the best interests of our stakeholders."

About Clover Health:

Clover Health (Nasdaq: CLOV) is a physician enablement technology company committed to bringing access to great healthcare to everyone on Medicare. This includes a focus on seniors who have historically lacked access to affordable, high-quality healthcare. Our strategy is powered by our software platform, Clover Assistant, which is designed to aggregate patient data from across the healthcare ecosystem to support clinical decision-making and improve health outcomes through the early identification and management of chronic disease. For our members, we provide PPO and HMO Medicare Advantage plans in several states, with a differentiated focus on our flagship wide-network, high-choice PPO plans. For healthcare providers outside Clover Health's Medicare Advantage plan, we extend the benefits of our data-driven technology platform to a wider audience via our subsidiary, Counterpart Health, and aim to enable enhanced patient outcomes and reduced healthcare costs on a nationwide scale. Clover Health has published data demonstrating the technology’s impact on Medication Adherence, as well as the earlier identification and management of Diabetes and Chronic Kidney Disease.

Investor Relations:

Ryan Schmidt

investors@cloverhealth.com

Press Inquiries:

press@cloverhealth.com