Earnings release
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1 Clover Health Reports Third Quarter 2025 Results Business Highlights: • Generates third quarter year-to-date positive Adjusted EBITDA profitability, on a wide network, while growing membership by 35% and revenue by 39% year-over-year, despite a greater proportion of new members relative to returning member base • High coverage of Clover Assistant, including within new cohorts, will result in improved total cost of care • Strong retention, above-market growth, and profitable returning member cohorts position Clover for improved positive FY26 Financial Results Financial Results: • Third quarter 2025 Medicare Advantage membership of 109,226, up 35% year-over-year • Third quarter 2025 Total revenues of $497 million, up 50% year-over-year • Third quarter 2025 profitability metrics include GAAP Net loss of $24 million, Adjusted EBITDA of $2 million, and Adjusted Net income of $2 million • Third quarter year-to-date GAAP Net loss of $36 million, Adjusted EBITDA of $45 million, and Adjusted Net Income of $44 million Revised Full Year 2025 Guidance: • Increases Average Medicare Advantage membership to 106,000 - 108,000, representing 33% growth year -over-year at the midpoint • Increases Insurance revenue to between $1.850 billion and $1.880 billion, representing 39% growth year -over-year at the midpoint • Improves Adjusted SG&A to between $325 million and $335 million, representing Adjusted SG&A as a percentage of Total revenues between 17% - 18% • Expects Adjusted EBITDA profitability between $15 million and $30 million • Expects Adjusted Net income between $15 million and $30 million • Expects Insurance BER between 90% - 91% Directional Full Year 2026 Outlook: • Company intends to maintain strong, sustainable growth, similar to 2025 • Strong start to AEP with high applications in core markets. High expected retention • Expect strong returning member cohort economics, 4.0 Star payment year, favorable CMS rate update, Increased Part D direct subsidy will enable increasing Adjusted EBITDA profitability WILMINGTON, Del. – November 4, 2025 – Clover Health Investments, Corp. (Nasdaq: CLOV) (“Clover,” “Clover Health” or the “Company”), today reported financial results for the third quarter 2025. Management will host a conference call today at 5:00 p.m. ET to discuss its operating results and other business highlights. “Our model of care continues to perform well as we bring our technology -powered care to more Medicare Advantage seniors," said Clover Health CEO Andrew Toy. “With Clover Assistant powering profitable returning member cohort performance, we remain confident in 2026 to continue to grow above-market and achieve strong retention, as well as lead with affordability, choice, and great benefits. We believe that the combination of more members, more Clover Assistant engaged physicians, and earlier disease management reinforces the strength of our model and our ability to drive better outcomes for our members.” “Our results this year reflect our continued ability to drive strong revenue and membership growth while sustaining positive Adjusted EBITDA profitability year-to-date,” said Clover Health CFO Peter Kuipers. “The margin pressures that we experienced during the third quarter reflect a higher-than-expected mix of new members, relative to our returning base, with elevated inpatient and outpatient utilization. Despite these pressures, our underlying incurred medical cost trend, excluding pharmacy, was 4%, while growing membership 35% year-over-year. Given our strong member retention and profitable returning member cohorts, we anticipate
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2 profitability improvement in the years ahead as new members mature into returning cohorts. Together with our 2026 tailwinds, including a 4 Star payment year, favorable rate increase, our ability to increase PCP CA adoption and enhance our platforms capabilities, and our ability to optimize SG&A, we believe that we are well positioned to achieve above -market growth and increasing profitability in 2026 and beyond.” Key Company highlights are as follows: Three Months Ended September 30, Nine Months Ended September 30, Dollars in Millions 2025 2024 Change (%) 2025 2024 Change (%) Insurance revenue $ 479.1 $ 322.6 48.5 % $ 1,405.9 $ 1,014.2 38.6 % Total revenues 496.7 331.0 50.1 % 1,436.6 1,034.2 38.9 % Insurance net medical claims incurred 428.9 251.6 70.5 % 1,191.0 767.1 55.3 % Salaries and benefits plus General and administrative expenses ("SG&A") 97.1 90.2 7.6 % 316.6 293.9 7.7 % Adjusted Salaries and benefits plus General and administrative expenses ("Adjusted SG&A")(1) 71.1 61.9 14.9 % 236.7 208.6 13.5 % Adjusted SG&A as a % of Total revenues 14.3 % 18.7 % (440 bps) 16.5 % 20.2 % (370 bps) Net loss from continuing operations $ (24.4) $ (8.8) (177.3) % $ (36.2) $ (24.8) (46.0) % Adjusted Net income from continuing operations(1)(2) 1.7 18.9 (91.0) % 43.7 60.8 (28.1) % Adjusted EBITDA(1) 2.1 19.3 (89.1) % 45.0 62.3 (27.8) % Average Medicare Advantage membership(5) 108,231 80,753 34.0 % 105,228 80,011 31.5 % Insurance BER(3) 93.5 % 82.8 % 1,070 bps 89.4 % 80.6 % 880 bps Prior period development (1.1) % 2.6 % (370 bps) (0.5) % 4.3 % (480 bps) Normalized Insurance BER, net(3) 92.4 % 85.4 % 700 bps 88.9 % 84.9 % 400 bps Total cash, cash equivalents, and investments $ 395.9 $ 531.4 (25.5) % $ 395.9 $ 531.4 (25.5) % 12345 *Not presented as a % change because the current or prior period amount is zero or the amount for the line item changed from a gai n to a loss (or vice versa) and thus yields a result that is not meaningful. 1 Adjusted SG&A (Non-GAAP), Adjusted EBITDA (Non-GAAP), and Adjusted Net (loss) income from continuing operations (Non-GAAP) are Non-GAAP financial measures. Reconciliations of Adjusted SG&A (Non-GAAP) to SG&A, Adjusted EBITDA (Non-GAAP) to Net loss from continuing operations, and Adjusted Net income from continuing operations (Non -GAAP) to Net loss from continuing operations, respectively, the most directly comparable GAAP measures, are provided in the tables immedia tely following the consolidated financial statements below. Additional information about the Company's Non -GAAP financial measures can be found under the caption "About Non -GAAP Financial Measures" below and in Appendix A. 2 Adjusted Net (loss) income from continuing operations is a Non -GAAP financial measure. A reconciliation of Adjusted Net income from continuing operations to Net loss from continuing operations, the most directly comparable GAAP measure, is provided in a table immediately following the consolidated financia l statements below. Additional information about the Company's Non-GAAP financial measures can be found under the caption "About Non -GAAP Financial Measures" below and in Appendix A. In the fourth quarter of 2024, the Company began presenting Adjusted Net income from continuing operations. Management believes that Adjusted Net income from continuing operations is helpful to investors in understanding and evaluating our operating performance and trends, as well as in assessing the Company’s financial performance in the same manner as our management and our board of directors. 3 Insurance Benefits Expense Ratio (“BER”) is a Non -GAAP financial measure. A reconciliation of Insurance BER to Insurance Net medical claims incurred, net, the most directly co mparable GAAP measure, is provided in a table immediately following the consolida ted financial statements below. Additional information about the Company's Non -GAAP financial measures can be found under the caption "About Non-GAAP Financial Measures" below and in Appendix A. In the second quarter of 2024, the Company began presenting Insurance BER. Management believes that by adding quality improvement expenses into the Insurance BER calculation, it offers a clearer and more accurate represe ntation of our investment in healthcare quality and member engagement, and more fully captures the cost of maintaining and enhancing the quality of care for our members. In the third quarter of 2025, the Company began presenting Normalized Insurance BER, which adjusts our activity related to prior period developments. Prior period development refers t o change in the Company’s Insurance Revenue and Insurance Medical claims levels from a previous period. While this metric may not be directly comparable to similarly titled measures presented by other companies , management believes that Normalized Insuranc e BER presents a clearer representation of performance during the year. 4 Reconciliations of projected Adjusted SG&A (Non -GAAP) to projected SG&A, projected Adjusted EBITDA (Non -GAAP) to Net income (loss), and projected Adjusted Net income (Non - GAAP) to Net income (loss), the most directly comparable GAAP measures, are not prov ided because Stock -based compensation, which is excluded from Adjusted SG&A (Non -GAAP), Adjusted EBITDA (Non-GAAP), and Adjusted Net income (Non -GAAP), cannot be reasonably calculated or predicted at this time without unreasonable efforts. A reconciliation of projected Insurance BER (Non-GAAP) to projected Net medical claims incurred, net, the most directly comparable GAAP measure, is not provided because quali ty improvements, which are included in Insurance BER (Non-GAAP), cannot be reasonably calculated or predicted at this time without unreasonable efforts. Additional information about the Company's Non-GAAP financial measures can be found under the caption “About Non-GAAP Financial Measures” below and in Appendix A. 5 Average Medicare Advantage membership represents the average membership during the three months included in the third quarter of 2025.
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3 2025 Financial Guidance For full-year 2025, Clover Health is updating its guidance as follows: Current 2025 Guidance Previous 2025 Guidance Insurance revenue $1.850 billion - $1.880 billion $1.800 billion - $1.875 billion Adjusted SG&A(4) $325 million - $335 million $335 million - $345 million Adjusted SG&A as a % of Total revenues 17% - 18% 18% - 19% Adjusted EBITDA(4) $15 million - $30 million $50 million - $70 million Adjusted Net income(2)(4) $15 million - $30 million $50 million - $70 million Average Medicare Advantage membership 106,000 - 108,000 104,000 - 108,000 Insurance BER(4) 90% - 91% 88.5% - 89.5% 2026 Financial Outlook: While the Company expects to provide formal full-year 2026 guidance next year, Clover anticipates the following profitability drivers to achieve full-year GAAP Net Income in 2026: • Favorable financial impact related to the upcoming 4.0 Star payment year for 2026 • Continued strong cohort management and a focus on returning member retention • Favorable 2026 CMS final rate update • Increased Part D direct subsidy • Continued impact from cost efficiency initiatives to optimize variable, fixed, and growth SG&A Lives under Clover Management September 30, 2025 September 30, 2024 Insurance members 109,226 81,110 Earnings Conference Call Details Clover Health’s management will host a conference call to discuss its financial results on Tuesday, November 4, 2025, at 5:00 PM Eastern Time. A live audio webcast will also be available online at: https://clover -health-3q25-earnings-call.open- exchange.net/registration and related presentation materials will be available at Clover Health’s Investor Relations website at investors.cloverhealth.com. A replay of the call will be available via webcast for on-demand listening shortly after the completion of the call, at the same web link and at Clover Health’s Investor Relations website at investors.cloverhealth.com, and will remain available for approximately 12 months. Upcoming Investor Events & Conferences • 2025 UBS Global Healthcare Conference at 11:00 a.m. Eastern Time, Tuesday, November 11, 2025 Any live and archived webcasts and presentations associated with the conferences listed above may be accessed on Clover Healt h’s Investor Relations website at: investors.cloverhealth.com/news-and-events/investor-events-presentations.
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4 Forward-Looking Statements This press release contains forward -looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward -looking statements include statements regarding future events and Clover Health's future results of operations, financial condition, market size and opportunity, business strategy and plans, and the factors affecting our performance and our objectives for future operations. Forward -looking statements ar e not guarantees of future performance and you are cautioned not to place undue reliance on such statements. In some cases, you can identify forw ard looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticip ates," "going to," "can," "could," "should," "would," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential, " "outlook," "forecast," "guidance," "objective," "plan," "seek," "grow," "if," "continue" or the negativ e of these words or other similar terms or expressions that concern Clover Health's expectations, strategy, priorities, plans or intentions. Forward -looking statements in this press release include, but are not limited to, the following: statements under " Financial Guidance" and “2026 Financial Outlook” and statements regarding expectations relating to potential improvements in revenues, operating expenses, Adjusted SG&A, Insurance BER, and the number of Clover Health's Insurance members, as well as the sta tements contained in the quotations of our executive officers, and other expectations as to future performance, operations and results (including our guidance for full year 2025). Statements regarding our Adjusted EBITDA profitability and Adjusted Net income profitability are also forward-looking, and are based on our current targets which are preliminary and are derived from our 2025 financial guidance. These statements are subject to known and unknown ris ks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by forward -looking statements in this press release. Forward -looking statements involve a number of judgments, risks and uncertaintie s, including, without limitation, risks related to: our expectations regarding results of operations, financial condition, and cash flows; our expectations regarding the development and management of our business; any current, pending, or future legislation, regulations or policies that could have a negative effect on our revenue, profit margins, cash flows and business, including rules, regulations and policies relating to healthcare, Medicare generally and medical loss ratios; our ability to successfully enter new service markets and manage our operations; anticipated trends and challenges in our business and in the markets in which we operate; our ability to effectively manage our beneficiary base and provider network; our ability to maintain and increase adoption and use of Clover Assistant, including the expansion of Clover Assistant for external payors and providers under the brand name Counterpart Assistant; the anticipated benefits associated with the use of Clover Assistant, including our ability to utilize the platform to manage our medical expenses; our ability to maintain or improve our Star Ratings or otherwise continue to improve the financial performa nce of our business; our ability to develop new features and functionality that meet market needs and achieve market acceptance; our ability to retain and hire necessary employees and staff our operations appropriately; the timing and amount of certain investments in growth; the outcome of any known and unknown litigation and regulatory proceedings; our ability to maintain, protect, and enhance our intellectual property; general economic conditions and uncertainty; persistent high inflation and fluctuating interest rates; and geopolit ical uncertainty and instability. Additional information concerning these and other risk factors is contained under Item 1A. “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on March 3, 2025, as such risks may be updated in our subsequent filings wit h the SEC. The forward -looking statements included in this press release are made as of the date hereof. Except as required by law, Clover Health undertakes no obligation to update any of these forward -looking statements after the date of this press release or to conform these statements to actual results or revised expectations.
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5 About Non-GAAP Financial Measures We use Non-GAAP measures in this release, including Insurance BER, Normalized Insurance BER, Adjusted EBITDA, Adjusted Net income from continuing operations, Adjusted SG&A and Adjusted SG&A as a percentage of Total revenues. These Non-GAAP financial measures are provided to enhance the reader's understanding of Clover Health's past financial performance and our prospects for the future. Clover Health's management team uses these Non -GAAP financial measures in assessing Clover Health's performance, as well as in planning and forecasting future periods. These Non -GAAP financial measures are not computed according to GAAP, and the methods we use to compute them may differ from the methods used by other companies. Non -GAAP financial measures are supplemental to and should not be considered a substitute for financial information presented in accordance with generally accepted accounting principles in the United States (“GAAP”) and should be read only in conjunction with our consolidated financial statements prepared in accordance with GAAP. Readers are encouraged to review the reconciliations of these Non-GAAP financial measures to the comparable GAAP measures, which are attached to this release, together with other important financial information, including our filings with the SEC, on the Investor Relations page of our website at investors.cloverhealth.com. For a description of these Non-GAAP financial measures, including the reasons management uses each measure, please see Appendix A: "Explanation of Non-GAAP Financial Measures." The statements contained in this document are solely those of the authors and do not necessarily reflect the views or policie s of CMS. The authors assume responsibility for the accuracy and completeness of the information contained in this document. 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 h ealthcare 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 o ur flagship wide-network, high-choice PPO plans. For healthcare providers outside Clover Health's Medicare Advanta ge 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 d ata demonstrating the technology’s impact on Medication Adherence, Congestive Heart Failure, Chronic Obstructive Pulmonary Disease, and in Underserved Populations as well as the earlier identification and management of Diabetes and Chronic Kidney Disease. Visit: www.cloverhealth.com Investor Relations Contact: Ryan Schmidt investors@cloverhealth.com Press Inquiries: press@cloverhealth.com
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6 CLOVER HEALTH INVESTMENTS, CORP. CONDENSED CONSOLIDATED BALANCE SHEETS (Dollars in thousands, except share amounts) (unaudited) September 30, 2025 December 31, 2024 Assets Current assets Cash and cash equivalents $ 190,055 $ 194,543 Investment securities, available-for-sale (Amortized cost: 2025: $11,185; 2024: $27,153) 10,985 26,997 Investment securities, held-to-maturity (Fair value: 2025: $1,801; 2024: $15) 1,800 15 Accrued retrospective premiums 45,570 41,253 Healthcare receivables 57,941 51,539 Prepaid expenses 12,467 13,174 Other assets, current 12,102 15,603 Total current assets 330,920 343,124 Investment securities, available-for-sale (Amortized cost: 2025: $180,011; 2024: $203,147) 180,682 201,719 Investment securities, held-to-maturity (Fair value: 2025: $12,272; 2024: $13,913) 12,384 14,343 Property and equipment, net 5,487 5,307 Other intangible assets 2,990 2,990 Other assets, non-current 27,196 13,259 Total assets $ 559,659 $ 580,742 Liabilities and Stockholders' Equity Current liabilities Unpaid claims $ 140,457 $ 156,396 Accounts payable and accrued expenses 32,938 34,564 Accrued salaries and benefits 17,171 19,090 Other liabilities, current 2,881 3,466 Total current liabilities 193,447 213,516 Other liabilities, non-current 25,280 26,083 Total liabilities 218,727 239,599 Commitments and Contingencies Stockholders' equity Class A Common Stock, $0.0001 par value; 2,500,000,000 shares authorized at September 30, 2025 and December 31, 2024; 421,821,072 and 414,493,051 issued and outstanding at September 30, 2025 and December 31, 2024, respectively 42 41 Class B Common Stock, $0.0001 par value; 500,000,000 shares authorized at September 30, 2025 and December 31, 2024; 92,373,157 and 89,032,305 issued and outstanding at September 30, 2025 and December 31, 2024, respectively 9 9 Additional paid-in capital 2,656,432 2,576,471 Accumulated other comprehensive income (loss) 471 (1,584) Accumulated deficit (2,239,032) (2,202,803) Less: Treasury stock, at cost; 30,264,539 and 18,752,947 shares held at September 30, 2025 and December 31, 2024, respectively (76,990) (30,991) Total stockholders' equity 340,932 341,143 Total liabilities and stockholders' equity $ 559,659 $ 580,742
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7 CLOVER HEALTH INVESTMENTS, CORP. CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Dollars in thousands, except per share and share amounts) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Revenues: Premiums earned, net (Net of ceded premiums of $92 and $97 for the three months ended September 30, 2025 and 2024 respectively, and $284 and $301 for the nine months ended September 30, 2025 and 2024, respectively.) $ 479,128 $ 322,579 $ 1,405,860 $ 1,014,201 Other income 17,522 8,407 30,741 19,967 Total revenues 496,650 330,986 1,436,601 1,034,168 Operating expenses: Net medical claims incurred 423,473 249,774 1,154,907 763,283 Salaries and benefits 48,195 54,995 168,526 169,717 General and administrative expenses 48,953 35,201 148,112 124,194 Depreciation and amortization 406 339 1,266 987 Restructuring (recoveries) costs — (538) — 288 Total operating expenses 521,027 339,771 1,472,811 1,058,469 Loss from continuing operations (24,377) (8,785) (36,210) (24,301) Change in fair value of warrants — — 19 17 Loss on investment — — — 467 Net loss from continuing operations (24,377) (8,785) (36,229) (24,785) Net (loss) income from discontinued operations — (370) — 3,868 Net loss $ (24,377) $ (9,155) $ (36,229) $ (20,917) Per share data: Basic and diluted weighted average number of class A and class B common shares and common share equivalents outstanding 512,743,521 490,180,103 510,191,111 488,501,812 Continuing operations: Basic and diluted loss per share $ (0.05) $ (0.02) $ (0.07) $ (0.05) Discontinued operations: Basic and diluted (loss) earnings per share $ — $ — $ — $ 0.01 Net unrealized gain on available-for-sale investments 294 3,111 2,055 3,222 Comprehensive loss $ (24,083) $ (6,044) $ (34,174) $ (17,695)
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8 CLOVER HEALTH INVESTMENTS, CORP. CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands) (unaudited) Nine Months Ended September 30, 2025 2024 Cash flows from operating activities: Net loss $ (36,229) $ (20,917) Adjustments to reconcile net loss to net cash (used in) provided by operating activities: Depreciation and amortization expense 1,266 987 Stock-based compensation 78,738 84,686 Change in fair value of warrants and amortization of warrants 19 17 Accretion, net of amortization (1,342) (2,140) Change in accrued interest earned 726 (354) Net realized gains on investment securities (625) (174) Loss on investment — 467 Changes in operating assets and liabilities: Accrued retrospective premiums (4,317) 1,113 Prepaid expenses 707 1,469 Other assets (10,451) (193) Healthcare receivables (6,402) 26,850 Unpaid claims (15,939) 30,310 Accounts payable and accrued expenses (1,626) (11,438) Accrued salaries and benefits (1,919) 14,389 Other liabilities (1,388) 4,467 Net cash provided by operating activities from continuing operations 1,218 129,539 Net cash used in operating activities from discontinued operations — (8,861) Net cash provided by operating activities 1,218 120,678 Cash flows from investing activities: Purchases of short-term investments, available-for-sale, and held-to-maturity securities (98,991) (153,347) Proceeds from sales of short-term investments and available-for-sale securities 113,707 47,804 Proceeds from maturities of short-term investments and available-for-sale securities 25,801 108,788 Purchases of property and equipment (1,446) (1,241) Net cash provided by investing activities 39,071 2,004 Cash flows from financing activities: Issuance of common stock, net of early exercise liability 668 243 Issuance of common stock under employee stock purchase plan, net of stock issuance costs 555 — Cash paid for shares withheld related to stock-based compensation (27,702) (9,691) Repurchases of common stock (18,298) (1,772) Net cash used in financing activities (44,777) (11,220) Net (decrease) increase in cash and cash equivalents (4,488) 111,462 Cash and cash equivalents, beginning of period 194,543 176,494 Cash and cash equivalents, end of period $ 190,055 $ 287,956
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9 CLOVER HEALTH INVESTMENTS, CORP. OPERATING SEGMENTS (in thousands) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, Insurance Segment 2025 2024 2025 2024 Premiums earned, net (net of ceded premiums) $ 479,128 $ 322,579 $ 1,405,860 $ 1,014,201 Less: Net medical claims incurred 428,855 251,643 1,190,954 767,125 Salaries and benefits 46,495 53,598 164,920 166,440 General and administrative expenses 47,226 34,307 144,943 121,796 Segment net loss $ (43,448) $ (16,969) $ (94,957) $ (41,160)
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10 CLOVER HEALTH INVESTMENTS, CORP. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES ADJUSTED SG&A (NON-GAAP) RECONCILIATION (in thousands)(1) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Salaries and benefits $ 48,195 $ 54,995 $ 168,526 $ 169,717 General and administrative expenses 48,953 35,201 148,112 124,194 Total SG&A (GAAP) 97,148 90,196 316,638 293,911 Adjustments Stock-based compensation (26,106) (27,988) (78,738) (84,686) Non-recurring legal expenses and settlements 24 (259) (1,234) (632) Adjusted SG&A (Non-GAAP) $ 71,066 $ 61,949 $ 236,666 $ 208,593 Total revenues (GAAP) $ 496,650 $ 330,986 $ 1,436,601 $ 1,034,168 Adjusted SG&A (Non-GAAP) as a percentage of Total revenues 14.3 % 18.7 % 16.5 % 20.2 % (1) The table above includes Non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these Non-GAAP measures, see Appendix A.
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11 CLOVER HEALTH INVESTMENTS, CORP. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES ADJUSTED EBITDA (NON-GAAP) RECONCILIATION (in thousands)(1) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net loss from continuing operations (GAAP): $ (24,377) $ (8,785) $ (36,229) $ (24,785) Adjustments Depreciation and amortization 406 339 1,266 987 Change in fair value of warrants — — 19 17 Loss on investment — — — 467 Stock-based compensation 26,106 27,988 78,738 84,686 Restructuring costs — (538) — 288 Non-recurring legal expenses and settlements (24) 259 1,234 632 Adjusted EBITDA (non-GAAP) $ 2,111 $ 19,263 $ 45,028 $ 62,292 (1) The table above includes Non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these Non-GAAP measures, see Appendix A.
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12 CLOVER HEALTH INVESTMENTS, CORP. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES ADJUSTED NET INCOME FROM CONTINUING OPERATIONS (NON-GAAP) RECONCILIATION (in thousands)(1) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net loss from continuing operations (GAAP) $ (24,377) $ (8,785) $ (36,229) $ (24,785) Adjustments Stock-based compensation 26,106 27,988 78,738 84,686 Restructuring costs — (538) — 288 Non-recurring legal expenses and settlements (24) 259 1,234 632 Adjusted Net income from continuing operations (non-GAAP) $ 1,705 $ 18,924 $ 43,743 $ 60,821 (1) The table above includes Non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these Non-GAAP measures, see Appendix A.
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13 CLOVER HEALTH INVESTMENTS, CORP. RECONCILIATION OF NON-GAAP FINANCIAL MEASURES INSURANCE BENEFITS EXPENSE RATIO (NON-GAAP) AND NORMALIZED INSURANCE BENEFITS EXPENSE RATIO (NON-GAAP) RECONCILIATION (in thousands)(1) (unaudited) Three Months Ended September 30, Nine Months Ended September 30, 2025 2024 2025 2024 Net medical claims incurred, net (GAAP): $ 428,855 $ 251,643 $ 1,190,954 $ 767,125 Adjustments Quality improvements 19,341 15,445 66,244 50,383 Insurance benefits expense, net (Non- GAAP) $ 448,196 $ 267,088 $ 1,257,198 $ 817,508 Premiums earned, net (GAAP) $ 479,128 $ 322,579 $ 1,405,860 $ 1,014,201 Insurance BER, net (Non-GAAP) 93.5 % 82.8 % 89.4 % 80.6 % Adjustments Prior period development (1.1) % 2.6 % (0.5) % 4.3 % Normalized Insurance benefits expense, net (Non-GAAP) 92.4 % 85.4 % 88.9 % 84.9 % (1) The table above includes Non-GAAP measures. Non-GAAP financial measures are supplemental and should not be considered a substitute for financial information presented in accordance with GAAP. For a detailed explanation of these Non-GAAP measures, see Appendix A.
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14 CLOVER HEALTH INVESTMENTS, CORP. Appendix A Explanation of Non-GAAP Financial Measures Non-GAAP Definitions Adjusted SG&A - A Non-GAAP financial measure defined by us as total SG&A less stock-based compensation and non-recurring legal expenses and settlements. We believe that Adjusted SG&A provides management, investors, and others a useful view of our opera ting spend as it excludes non-cash, stock-based compensation and expenses related to investments that management believes do not reflect the Company's core operating expenses. We believe that Adjusted SG&A as a percentage of Total revenues is useful to managem ent, investors, and others because it allows us to measure our operational leverage as revenue scales. Adjusted EBITDA - A Non-GAAP financial measure defined by us as net (loss) income from continuing operations before depreciation and amortization, interest expense, change in fair value of warrants, loss on investment, stock-based compensation, premium deficiency reserve benefit, restructuring costs, impairment of goodwill and other intangible assets, and non -recurring legal expenses and settlements. Adjusted EBITDA is a key measure used by our management team and the board of directors to understand and ev aluate our operating performance and trends, to prepare and approve our annual budget and to develop short and long-term operating plans. In particular, we believe that the exclusion of the amounts eliminated in calculating Adjusted EBITDA provide useful measures for period- to-period comparisons of our business. Accordingly, we believe that Adjusted EBITDA provides investors and others useful information to understand and evaluate our operating results in the same manner as our management and our board of d irectors. Adjusted Net income from continuing operations - A Non-GAAP financial measure defined by us as net (loss) income from continuing operations before stock-based compensation, premium deficiency reserve benefit, restructuring costs, impairment of goodwill and other intangible assets, and non-recurring legal expenses and settlements. Adjusted Net income from continuing operations is a key measure used by our management team and the board of directors to understand and evaluate our operating performance and trends. We be lieve that Adjusted Net income from con tinuing operations is helpful to investors in assessing the Company’s financial performance in the same manner as our management and our board of directors. Insurance Benefits Expense Ratio - A Non-GAAP financial measure defined by us as Benefits Expense Ratio ("BER"). We calculate our Insurance BER by taking the total of Insurance net medical expenses incurred and quality improvements, and dividing that tota l by premiums earned on a net basis, in a given period. Quality improvements include expenses associated with activities that improve health outcomes, as defined by the U.S. Department of Health and Human Services ("HHS"), as well as those directly tied to enhancing healthcare quality, such as the Company's spend on health information technology, wellness and prevention programs, initiativ es to reduce hospital readmissions, and our clinically focused Member Rewards program. We believe our Insurance BER is us eful to management, investors, and others because it offers a clearer and more accurate representation of our investment in healthcar e quality and member engagement, and gives a comprehensive view of costs related to maintaining and improving the quality o f care of our members, which is crucial for sustaining member satisfaction and adherence to treatment regimens. Furthermore, Normalized Insurance BER adjusts out activity related to prior period development. Prior period development refers to changes in the Company’s Ins urance Revenue and Insurance Medical claims levels from previous periods. While this may not be d irectly comparable to similarly titled measures presented by other companies, management believes that Normalized Insurance BER presents a clear er representation of performance during the current period being presented.