0001801170-24-000102 | 10-Q | XBRL Viewer | Clover Health Investments Corp DE

Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2024

Schedule of Fair Value Measurements for Items

The following tables present a summary of fair value measurements for financial instruments at March 31, 2024 and December 31, 2023, respectively:


March 31, 2024	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	135,364	$	—	$	135,364
Corporate debt securities	—		77,944		—		77,944
Other	1,881		—		—		1,881
Warrants receivable	—		—		814		814
Total assets at fair value	$	1,881	$	213,308	$	814	$	216,003


December 31, 2023	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	123,714	$	—	$	123,714
Corporate debt securities	—		95,343		—		95,343
Other	1,853		—		—		1,853
Warrants receivable	—		—		814		814
Total assets at fair value	$	1,853	$	219,057	$	814	$	221,724

Schedule of Changes in Balances of Level 3 Financial Liabilities

The changes in balances of Clover's Level 3 financial assets and liabilities during the three months ended March 31, 2024 were as follows:


	Warrants receivable		Total
	(in thousands)












Balance, December 31, 2023	$	814	$	814
Receipts	—		—
Settlements	—		—
Transfers in	—		—
Transfers out	—		—

Total unrealized losses (gains)	—		—
Balance, March 31, 2024	$	814	$	814

Unpaid Claims

3 Months Ended

Mar. 31, 2024

Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract]

Unpaid Claims

Activity within the liability for Unpaid claims, including claims adjustment expenses, for the three months ended March 31, 2024 and 2023, respectively, is summarized as follows:


Three Months Ended March 31,	2024		2023
	(in thousands)

Gross and net balance, beginning of period (1)	$	137,100	$	137,395
Incurred related to:
Current year	277,871		272,258
Prior years	(17,647)		804
Total incurred	260,224		273,062
Paid related to:
Current year	84,549		167,360
Prior years	73,292		104,581
Total paid	157,841		271,941

Gross and net balance, end of period (1)	$	239,483	$	138,516

(1) Includes amounts due to related parties.

The Company uses a variety of standard actuarial techniques to establish unpaid claims reserves. Management estimates are supported by the Company's actuarial analysis. The Company utilizes an internal actuarial team to review the adequacy of unpaid claim and unpaid claim adjustment expense. The estimation of claim costs is inherently difficult and requires significant judgment. The estimation has considerable inherent variability and can fluctuate significantly depending upon several factors, including medical cost trends and claim payment patterns, general economic conditions, and regulatory changes. The time value of money is not taken into account for the purposes of calculating the liability for unpaid claims. Management believes that the current reserves are adequate based on currently available information.

Unpaid Claims for Insurance Operations

Unpaid claims for Insurance operations were $239.5 million at March 31, 2024. During the three months ended March 31, 2024, $73.3 million was paid for incurred claims attributable to insured events of prior years. A favorable development of $17.6 million was recognized during the three months ended March 31, 2024, resulting from the Company's actual experience with claims developing differently as compared to the Company's estimates at December 31, 2023. An unfavorable development of $0.8 million was recognized during the three months ended March 31, 2023, resulting from the Company's actual experience with claims developing differently as compared to the Company's estimates at December 31, 2022. Original estimates are increased or decreased, as additional information becomes known regarding individual claims. The ratio of current year medical claims paid as a percentage of current year Net medical claims incurred was 30.4% for the three months ended March 31, 2024, and 61.5% for the three months ended March 31, 2023. This ratio serves as an indicator of claims processing speed, indicating that claims were processed at a slower rate during the three months ended March 31, 2024, than during the three months ended March 31, 2023. As a result of slower claims processing, unpaid claims liability increased which increase was primarily due to claim submission and payment process disruptions related to a third-party cyber incident.

Summary of Significant Accounting Policies (Details)	3 Months Ended
Summary of Significant Accounting Policies (Details)	Mar. 31, 2024 USD ($) segment	Mar. 31, 2023 USD ($)
Accounting Policies [Line Items]
Number of reporting segments (in segments) \| segment	1
Amortization expense due to recognition of premium deficiency reserve	$ 0	$ 0
General and Administrative Expense
Accounting Policies [Line Items]
Amortization expense of deferred acquisition costs	$ 1,100,000	$ 3,900,000

- Definition

Amount of amortization expense (reversal of expense) for deferred policy acquisition costs.

+ References + Details

Restructuring Costs - Schedule of Restructuring Reserve by Type of Cost (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)
Restructuring Reserve [Roll Forward]
Liability as of December 31, 2023	$ 5,171
Charges	353
Cash payments	(1,727)
Liability as of March 31, 2024	3,797
Total cumulative costs incurred as of March 31, 2024	10,174
Employee Termination Benefits
Restructuring Reserve [Roll Forward]
Liability as of December 31, 2023	1,781
Charges	0
Cash payments	(1,234)
Liability as of March 31, 2024	547
Total cumulative costs incurred as of March 31, 2024	4,795
Vendor related costs
Restructuring Reserve [Roll Forward]
Liability as of December 31, 2023	3,390
Charges	349
Cash payments	(489)
Liability as of March 31, 2024	3,250
Total cumulative costs incurred as of March 31, 2024	5,288
Other
Restructuring Reserve [Roll Forward]
Liability as of December 31, 2023	0
Charges	4
Cash payments	(4)
Liability as of March 31, 2024	0
Total cumulative costs incurred as of March 31, 2024	$ 91

Discontinued Operations - Condensed Consolidated Statements of Operations and Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Operating Expenses:
Net income from discontinued operations (Note 17)	$ 4,000	$ 7,092
Discontinued operations
Revenues:
Non-Insurance revenue	6,824	205,783
Total revenues	6,824	205,783
Operating Expenses:
Net medical claims incurred	2,235	197,701
General and administrative expenses	292	990
Restructuring costs	297	0
Total operating expenses	2,824	198,691
Gain from operations	4,000	7,092
Net income from discontinued operations (Note 17)	$ 4,000	$ 7,092

Commitments and Contingencies	3 Months Ended
Commitments and Contingencies	Mar. 31, 2024
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	Commitments and Contingencies Legal Actions Various lawsuits against the Company may arise in the ordinary course of the Company's business. Contingent liabilities arising from ordinary course litigation, income taxes and other matters are not expected to be material in relation to the financial position of the Company. At March 31, 2024, and December 31, 2023, respectively, there were no material known contingent liabilities arising outside the normal course of business other than as set forth below. In accordance with ASC No. 450-20, “Loss Contingencies”, we will record accruals for loss contingencies when it is probable that a liability has been incurred and the amount of loss can be reasonably estimated. Securities Class Actions, Derivative Litigation and Investigations Since February 2021, the Company has received subpoenas from the SEC related to certain disclosures and aspects of our business as well as certain matters described in an article issued on February 4, 2021, by Hindenburg Research LLC (the "Hindenburg Article"). The Company is cooperating with the SEC's investigation. The Hindenburg Article, which discussed, among other things, an inquiry by the U.S. Attorney's Office for the Eastern District of Pennsylvania relating to, among other things, certain of the Company’s arrangements with providers participating in its network and programs, and Clover Assistant, was the subject of the Company’s Current Report on Form 8-K dated February 5, 2021. In February 2021, the Company and certain of its directors and officers were named as defendants in putative class actions filed in the United States District Court for the Middle District of Tennessee: Bond v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00096 (M.D. Tenn.); Kaul v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00101 (M.D. Tenn.); Yaniv v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00109 (M.D. Tenn.); and Tremblay v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00138 (M.D. Tenn.). The complaints assert violations of sections 10(b) and 20(a) of the Exchange Act and Rule 10b-5 promulgated under the Exchange Act. The Kaul action asserts additional claims under sections 11 and 15 of the Securities Act. The complaints generally relate to allegations published in the Hindenburg Article. The complaints seek unspecified damages on behalf of all persons and entities who purchased or acquired Clover securities during the class period (which begins on October 6, 2020, and, depending on the complaint, ends on February 3, 2021, or February 4, 2021), as well as certain other costs. In April 2021, the Middle District of Tennessee class actions were consolidated under Bond v. Clover Health Investments, Corp. et al., Case No. 3:21-cv-00096 (M.D. Tenn.) as the lead case. On June 28, 2021, the plaintiffs filed an amended complaint, which also generally relates to allegations published in the Hindenburg Article, but adds, among other things, allegations from confidential witnesses who purport to be former employees of the Company. The Company moved to dismiss the amended complaint on August 28, 2021; that motion was denied on February 28, 2022. On February 14, 2023, the court granted the plaintiffs' motion for class certification. On April 21, 2023, the parties to the securities class action entered into a memorandum of understanding providing for the settlement of the action. The Court approved the settlement and dismissed the action with prejudice on October 3, 2023. Under the settlement, the class will receive $22 million dollars (less an award of fees and expenses to the plaintiffs’ counsel), and the defendants (including the Company) received customary releases. The Company used $19.5 million in insurance proceeds to fund the settlement. The Company previously filed a lawsuit in Delaware state court against certain of its insurers for full payment of its liabilities related to this securities litigation. The Company intends to oppose any efforts by the carrier defendants to recoup insurance proceeds that they have advanced to date. Shareholder derivative actions parallel to the securities class action have also been filed, naming Clover as a nominal defendant. The first action was filed in the United States District Court for the District of Delaware and is captioned Furman v. Garipalli, et al., Case No. 1:21-cv-00191 (D. Del.). The complaint asserts violations of sections 10(b) and 21D of the Exchange Act, breach of fiduciary duty, and waste of corporate assets against certain of the Company's directors. It seeks unspecified damages and an order requiring Clover to take certain actions to enhance Clover's corporate governance policies, and procedures. The second and third actions were filed in the United States District Court for the Middle District of Tennessee and are captioned Sun v. Garipalli, et al., Case No. 3:21-cv-00311 (M.D. Tenn.), and Luthra v. Garipalli, et al., Case No. 3:21-cv-00320 (M.D. Tenn.). The complaints assert violations of section 14(a) of the Exchange Act, breach of fiduciary duty, and aiding and abetting a breach of fiduciary duty. The Sun action also asserts unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution under section 11(f) of the Securities Act, and sections 10(b) and 21D of the Exchange Act. The complaints name certain current and former officers and directors as defendants. They seek unspecified damages and an order requiring Clover to take certain actions to enhance Clover's corporate governance policies and procedures. The fourth action was filed in the United States District of Delaware and is captioned Wiegand v. Garipalli, et al., Case No. 1:21-cv-01053 (D. Del.). The initial complaint asserted violations of sections 14(a) and 20(a) of the Exchange Act, breach of fiduciary duty, unjust enrichment, and waste of corporate assets. The complaint names certain current and former officers and directors as defendants. It seeks, among other things, unspecified damages and an order requiring Clover to take certain actions to improve Clover's corporate governance and internal procedures. The fifth action was filed in the Supreme Court of the State of New York and is captioned Sankaranarayanan v. Palihapitiya, et al., Index No. 655420/2021 (N.Y. Sup. Ct., N.Y. Cnty.). The complaint asserts breach of fiduciary duty and unjust enrichment. The complaint names certain former officers and directors as defendants. It seeks, among other things, unspecified damages and an order directing Clover to take certain actions to reform and improve its corporate governance and internal procedures. The sixth action was filed in the Delaware Court of Chancery and is captioned Davies v. Garipalli, et al., No. 2021-1016-SG (Del. Ch.). The complaint asserts breach of fiduciary duty. The complaint names certain current and former officers and directors as defendants. It seeks, among other things, unspecified damages and an order directing Clover to take certain actions to reform and improve its corporate governance and internal procedures. The seventh action was filed in the Supreme Court of the State of New York and is captioned Uvaydov v. Palihapitiya, et al., Index No. 656978/2021 (N.Y Sup. Ct., N.Y. Cnty.). The complaint asserts breach of fiduciary duty, unjust enrichment, and aiding and abetting a breach of fiduciary duty. The complaint names certain current and former officers and directors as defendants. It seeks, among other things, unspecified damages, restitution, and disgorgement of profits obtained by defendants. On May 10, 2021, the Middle District of Tennessee shareholder derivative actions described above were consolidated under Sun v. Garipalli, et al., Case No. 3:21-cv-00311 (M.D. Tenn.) as lead case. On November 30, 2021, the Sun and Luthra plaintiffs filed an amended complaint, asserting violations of section 14(a) of the Exchange Act, breach of fiduciary duty, aiding and abetting a breach of fiduciary duty, unjust enrichment, abuse of control, gross mismanagement, waste of corporate assets, and contribution under sections 10(b) and 21D of the Exchange Act. The amended complaint generally relates to the allegations published in the Hindenburg Article, and names certain current and former officers and directors as defendants. It seeks, among other things, unspecified damages and an order requiring Clover to take certain actions to enhance Clover's corporate governance policies and procedures. On September 16, 2021, the two District of Delaware derivative actions were consolidated under In re Clover Health Investments, Corp. Derivative Litigation, Case No. 1:21-cv-00191-LPS (Consolidated). The Furman complaint was deemed the operative complaint. On April 19, 2022, the plaintiff in the Wiegand action filed an amended complaint, asserting violations of Sections 10(b), 20(a), and 21D of the Exchange Act, breach of fiduciary duty, waste of corporate assets, and unjust enrichment against certain current and former officers and directors. The amended complaint seeks, among other things, unspecified damages and an order requiring Clover to take certain actions to improve Clover's corporate governance and internal procedures. On August 19, 2022, the two derivative actions filed in New York state court were consolidated under In re Clover Health Investments, Corp. Stockholder Derivative Litig., Index No. 655420/2021. On November 3, 2022, the plaintiffs in this action filed a consolidated complaint, asserting breach of fiduciary duty, and unjust enrichment, and naming certain former officers and directors as defendants. The complaint seeks, among other things, unspecified damages, restitution, the disgorgement of profits obtained by defendants, and an order directing Clover to take certain actions to reform and improve its corporate governance and internal procedures. On June 21, 2023, the plaintiffs in the derivative lawsuits, on the one hand, and the Company, on the other hand, entered into a binding memorandum of understanding providing for the settlement of the derivative actions. On February 5, 2024, the parties executed a stipulation of settlement which, subject to final court approval, will provide the defendants in the derivative lawsuits with customary releases and will require the Company to implement a suite of corporate governance enhancements. On March 5, 2024, the United States District Court for the Middle District of Tennessee entered an Order Preliminarily Approving Settlement and Providing for Notice, and scheduled a hearing for July 11, 2024 to determine whether to give final approval to the Settlement. The settlement does not involve any monetary payment, other than payment of an award of fees and expenses to plaintiffs’ counsel in the amount of $2,500,000, which amount is subject to court approval.

Investment Securities (Tables)

3 Months Ended

Mar. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Schedule of Investment Securities Reconciliation

The following tables present amortized cost and fair values of investments at March 31, 2024 and December 31, 2023, respectively:


March 31, 2024	Amortized cost		Accumulated unrealized gains		Accumulated unrealized losses		Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	7,715	$	—	$	(169)	$	7,546
Investment securities, available-for-sale
U.S. government and government agencies and authorities	137,911		235		(2,782)		135,364
Corporate debt securities	77,957		91		(104)		77,944
Other	1,881		—		—		1,881
Total held-to-maturity and available-for-sale investment securities	$	225,464	$	326	$	(3,055)	$	222,735


December 31, 2023	Amortized cost		Accumulated unrealized gains		Accumulated unrealized losses		Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	7,695	$	—	$	(225)	$	7,470
Investment securities, available-for-sale
U.S. government and government agencies and authorities	126,071		713		(3,070)		123,714
Corporate debt	95,354		165		(176)		95,343
Other	1,855		—		(2)		1,853
Total held-to-maturity and available-for-sale investment securities	$	230,975	$	878	$	(3,473)	$	228,380

Schedule of Amortized Cost and Fair Value of Debt Securities

The following table presents the amortized cost and fair value of debt securities at March 31, 2024, by contractual maturity:


March 31, 2024	Held-to-maturity				Available-for-sale
	Amortized cost		Fair value		Amortized cost		Fair value
	(in thousands)
Due within one year	$	6,923	$	6,853	$	119,528	$	118,056
Due after one year through five years	680		602		98,221		97,133
Due after five years through ten years	—		—		—		—
Due after ten years	112		91		—		—
Total	$	7,715	$	7,546	$	217,749	$	215,189

Schedule of Net Investment Income

For the three months ended March 31, 2024 and 2023, respectively, net investment income, which is included within Other income within the Condensed Consolidated Statements of Operations and Comprehensive Loss, was derived from the following sources:


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Cash and cash equivalents	$	2,186	$	1,629
Short-term investments	174		492
Investment securities	2,108		1,814
Investment income, net	$	4,468	$	3,935

Schedule of Gross Unrealized Losses and Fair Value for Fixed Maturities in a Continuous Unrealized Loss Position

Gross unrealized losses and fair values aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position were as follows at March 31, 2024, and December 31, 2023, respectively:


March 31, 2024	Less than 12 months				Greater than 12 months				Total
	Fair value		Unrealized loss		Fair value		Unrealized loss		Fair value		Unrealized loss
	(in thousands, except number of positions)
U.S. government and government agencies and authorities	$	33,908	$	(54)	$	61,799	$	(2,906)	$	95,707	$	(2,960)
Corporate debt securities	38,850		(75)		6,691		(20)		45,541		(95)
Total	$	72,758	$	(129)	$	68,490	$	(2,926)	$	141,248	$	(3,055)
Number of positions	55				29				84


December 31, 2023	Less than 12 months				Greater than 12 months				Total
	Fair value		Unrealized loss		Fair value		Unrealized loss		Fair value		Unrealized loss
	(in thousands, except number of positions)
U.S. government and government agencies and authorities	$	12,584	$	(32)	$	61,628	$	(3,259)	$	74,212	$	(3,291)
Corporate debt securities	61,007		(175)		5,017		(7)		66,024		(182)
Total	$	73,591	$	(207)	$	66,645	$	(3,266)	$	140,236	$	(3,473)
Number of positions	69				27				96

Schedule of Realized Gain (Loss) on Investment Securities

Proceeds from sales and maturities of investment securities, inclusive of short-term investments, and related gross realized gains (losses) which are included within Other income within the Condensed Consolidated Statements of Operations and Comprehensive Loss, were as follows for the three months ended March 31, 2024 and 2023, respectively:


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Proceeds from sales of investment securities	$	—	$	15,001
Proceeds from maturities of investment securities	33,735		63,324

Gross realized gains	—		—
Gross realized losses	—		—
Net realized gains (losses)	$	—	$	—

Investment Securities - Schedule of Gross Unrealized Losses and Fair Value (Details) $ in Thousands	Mar. 31, 2024 USD ($) position	Dec. 31, 2023 USD ($) position
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Less than 12 months, Fair value	$ 72,758	$ 73,591
Less than 12 months, Unrealized loss	(129)	(207)
Greater than 12 months, Fair Value	68,490	66,645
Greater than 12 months, Unrealized loss	(2,926)	(3,266)
Total, Fair value	141,248	140,236
Total, Unrealized Loss	$ (3,055)	$ (3,473)
Less than 12 months, Number of positions \| position	55	69
Greater than 12 months, Number of positions \| position	29	27
Total, Number of positions \| position	84	96
U.S. government and government agencies and authorities
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Less than 12 months, Fair value	$ 33,908	$ 12,584
Less than 12 months, Unrealized loss	(54)	(32)
Greater than 12 months, Fair Value	61,799	61,628
Greater than 12 months, Unrealized loss	(2,906)	(3,259)
Total, Fair value	95,707	74,212
Total, Unrealized Loss	(2,960)	(3,291)
Corporate debt securities
Debt Securities, Held-to-maturity, Allowance for Credit Loss [Line Items]
Less than 12 months, Fair value	38,850	61,007
Less than 12 months, Unrealized loss	(75)	(175)
Greater than 12 months, Fair Value	6,691	5,017
Greater than 12 months, Unrealized loss	(20)	(7)
Total, Fair value	45,541	66,024
Total, Unrealized Loss	$ (95)	$ (182)

CONDENSED CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Investment securities, available-for sale, amortized cost current	$ 119,528	$ 101,412
Investment securities, held-to-maturity, fair value current	6,853	6,778
Investment securities, available-for sale, amortized cost noncurrent	98,221	121,868
Investment securities, held-to-maturity, fair value noncurrent	$ 693	$ 692
Treasury stock, shares held (in shares)	11,613,745	7,912,750
Common Class A
Common stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	2,500,000,000	2,500,000,000
Common stock, shares, issued (in shares)	406,155,332	401,183,882
Common stock, shares, outstanding (in shares)	406,155,332	401,183,882
Common Class B
Common stock, par value, (in dollars per share)	$ 0.0001	$ 0.0001
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares, issued (in shares)	89,649,365	87,867,732
Common stock, shares, outstanding (in shares)	89,649,365	87,867,732

Subsequent Events	3 Months Ended
Subsequent Events	Mar. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	Subsequent Events Share Repurchase Authorization On May 6, 2024, the Board of Directors of the Company authorized the repurchase of up to $20,000,000 in shares of the Company’s outstanding Class A Common Stock over a two year period. The timing, manner, price and amount of any repurchases are determined by the discretion of management, depending on market conditions and other factors. Repurchases may be made through open market purchases or accelerated share repurchases. The exact number of shares to be repurchased by the Company, if any, is not guaranteed. Depending on market conditions and other factors, these repurchases may be commenced or suspended at any time or periodically without prior notice.

Healthcare Receivables	3 Months Ended
Healthcare Receivables	Mar. 31, 2024
Receivables [Abstract]
Healthcare Receivables	Healthcare Receivables Healthcare receivables include pharmaceutical rebates that are accrued as they are earned and estimated based on contracted rebate rates, eligible amounts submitted to the manufacturers by the Company's pharmacy manager, pharmacy utilization volume, and historical collection patterns. Also included within Healthcare receivables are Medicare Part D settlement receivables, member premium receivables, and other CMS receivables. The Company reported $83.9 million and $64.2 million within Healthcare receivables at March 31, 2024, and December 31, 2023, respectively.

Commitments and Contingencies (Details)		3 Months Ended
Commitments and Contingencies (Details)	Apr. 21, 2023 USD ($)	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Jun. 21, 2023 USD ($)	Aug. 19, 2022 action	Sep. 16, 2021 action
Commitments and Contingencies Disclosure [Abstract]
Contingent liabilities		$ 0	$ 0
Litigation settlement, amount awarded from other party	$ 22,000,000
Insurance proceeds	$ 19,500,000
Number of derivative actions \| action					2	2
Award fees and expenses				$ 2,500,000

Dividend Restrictions	3 Months Ended
Dividend Restrictions	Mar. 31, 2024
Disclosure of Restrictions on Dividends, Loans and Advances Disclosure [Abstract]
Dividend Restrictions	Dividend Restrictions The Company's regulated insurance subsidiaries are subject to regulations and standards in their respective jurisdictions. These standards, among other things, require these subsidiaries to maintain specified levels of statutory capital and limit the timing and amount of dividends and other distributions that may be paid to their parent companies. Therefore, the Company's regulated insurance subsidiaries' ability to declare and pay dividends is limited by state regulations including obtaining prior approval by the New Jersey Department of Banking and Insurance. At March 31, 2024 and December 31, 2023, neither of the regulated insurance subsidiaries had been authorized nor paid any dividends.

Unpaid Claims (Tables)

3 Months Ended

Mar. 31, 2024

Liability for Unpaid Claims and Claims Adjustment Expense, Activity in Liability [Abstract]

Schedule of Activity in the Liability for Unpaid Claims and Claims Adjustment Expense

Activity within the liability for Unpaid claims, including claims adjustment expenses, for the three months ended March 31, 2024 and 2023, respectively, is summarized as follows:


Three Months Ended March 31,	2024		2023
	(in thousands)

Gross and net balance, beginning of period (1)	$	137,100	$	137,395
Incurred related to:
Current year	277,871		272,258
Prior years	(17,647)		804
Total incurred	260,224		273,062
Paid related to:
Current year	84,549		167,360
Prior years	73,292		104,581
Total paid	157,841		271,941

Gross and net balance, end of period (1)	$	239,483	$	138,516

(1) Includes amounts due to related parties.

Employee Benefit Plans - Schedule of Stock Option Activity (Details) - $ / shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Number of stock options
Granted (in shares)	0	0
2020 Plan
Number of stock options
Outstanding at beginning of period (in shares)	952,900
Granted (in shares)	0
Exercised (in shares)	0
Forfeited (in shares)	(78,180)
Outstanding at end of period (in shares)	874,720
Weighted-average exercise price
Outstanding at beginning of period (in dollars per share)	$ 8.88
Granted (in dollars per share)	0
Exercised (in dollars per share)	0
Forfeited (in dollars per share)	8.88
Outstanding at end of period (in dollars per share)	$ 8.88
2014 Plan
Number of stock options
Outstanding at beginning of period (in shares)	24,041,753
Granted (in shares)	0
Exercised (in shares)	83
Forfeited (in shares)	(64,632)
Outstanding at end of period (in shares)	23,977,204
Weighted-average exercise price
Outstanding at beginning of period (in dollars per share)	$ 1.45
Granted (in dollars per share)	0
Exercised (in dollars per share)	0.84
Forfeited (in dollars per share)	2.37
Outstanding at end of period (in dollars per share)	$ 1.45

Investment Securities

3 Months Ended

Mar. 31, 2024

Investments, Debt and Equity Securities [Abstract]

Investment Securities

The following tables present amortized cost and fair values of investments at March 31, 2024 and December 31, 2023, respectively:


March 31, 2024	Amortized cost		Accumulated unrealized gains		Accumulated unrealized losses		Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	7,715	$	—	$	(169)	$	7,546
Investment securities, available-for-sale
U.S. government and government agencies and authorities	137,911		235		(2,782)		135,364
Corporate debt securities	77,957		91		(104)		77,944
Other	1,881		—		—		1,881
Total held-to-maturity and available-for-sale investment securities	$	225,464	$	326	$	(3,055)	$	222,735


December 31, 2023	Amortized cost		Accumulated unrealized gains		Accumulated unrealized losses		Fair value
	(in thousands)
Investment securities, held-to-maturity
U.S. government and government agencies and authorities	$	7,695	$	—	$	(225)	$	7,470
Investment securities, available-for-sale
U.S. government and government agencies and authorities	126,071		713		(3,070)		123,714
Corporate debt	95,354		165		(176)		95,343
Other	1,855		—		(2)		1,853
Total held-to-maturity and available-for-sale investment securities	$	230,975	$	878	$	(3,473)	$	228,380

The following table presents the amortized cost and fair value of debt securities at March 31, 2024, by contractual maturity:


March 31, 2024	Held-to-maturity				Available-for-sale
	Amortized cost		Fair value		Amortized cost		Fair value
	(in thousands)
Due within one year	$	6,923	$	6,853	$	119,528	$	118,056
Due after one year through five years	680		602		98,221		97,133
Due after five years through ten years	—		—		—		—
Due after ten years	112		91		—		—
Total	$	7,715	$	7,546	$	217,749	$	215,189


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Cash and cash equivalents	$	2,186	$	1,629
Short-term investments	174		492
Investment securities	2,108		1,814
Investment income, net	$	4,468	$	3,935


March 31, 2024	Less than 12 months				Greater than 12 months				Total
	Fair value		Unrealized loss		Fair value		Unrealized loss		Fair value		Unrealized loss
	(in thousands, except number of positions)
U.S. government and government agencies and authorities	$	33,908	$	(54)	$	61,799	$	(2,906)	$	95,707	$	(2,960)
Corporate debt securities	38,850		(75)		6,691		(20)		45,541		(95)
Total	$	72,758	$	(129)	$	68,490	$	(2,926)	$	141,248	$	(3,055)
Number of positions	55				29				84


December 31, 2023	Less than 12 months				Greater than 12 months				Total
	Fair value		Unrealized loss		Fair value		Unrealized loss		Fair value		Unrealized loss
	(in thousands, except number of positions)
U.S. government and government agencies and authorities	$	12,584	$	(32)	$	61,628	$	(3,259)	$	74,212	$	(3,291)
Corporate debt securities	61,007		(175)		5,017		(7)		66,024		(182)
Total	$	73,591	$	(207)	$	66,645	$	(3,266)	$	140,236	$	(3,473)
Number of positions	69				27				96

The Company did not record any credit allowances for debt securities that were in an unrealized loss position at March 31, 2024 and December 31, 2023.

At March 31, 2024, all securities were investment grade, with credit ratings of BBB+ or higher by S&P Global or as determined by other credit rating agencies within the Company's investment policy. Unrealized losses on investment grade securities are principally related to changes in interest rates or changes in issuer or sector related credit spreads since the securities were acquired. The gross unrealized investment losses at March 31, 2024, were assessed, based on, among other things:

•The relative magnitude to which fair values of these securities have been below their amortized cost was not indicative of an impairment loss;

•The absence of compelling evidence that would cause the Company to call into question the financial condition or near-term prospects of the issuer of the applicable security; and

•The Company's ability and intent to hold the applicable security for a period of time sufficient to allow for any anticipated recovery.


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Proceeds from sales of investment securities	$	—	$	15,001
Proceeds from maturities of investment securities	33,735		63,324

Gross realized gains	—		—
Gross realized losses	—		—
Net realized gains (losses)	$	—	$	—

At March 31, 2024 and December 31, 2023, the Company had $14.8 million and $14.7 million, respectively, in deposits with various states and regulatory bodies that are included as part of the Company's investment balances.

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) - USD ($) $ in Thousands	3 Months Ended		12 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Cash flows from operating activities:
Net loss	$ (19,170)	$ (72,606)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation and amortization expense	318	279
Stock-based compensation expense	28,798	38,617
Accretion, net of amortization	(671)	(3,254)
Accrued interest earned	(153)	(12)
Net unrealized (losses) gains on investment securities	(190)	2,343
Gain on investment	467	0
Premium deficiency reserve	0	(1,810)
Changes in operating assets and liabilities:
Accrued retrospective premiums	(48,531)	(49,798)
Other receivables	(5,867)	(695)
Surety bonds and deposits	(198)	0
Prepaid expenses	(2,343)	1,248
Other assets	(3,557)	3,391
Healthcare receivables	(19,703)	13,664
Operating lease right-of-use assets	258	(84)
Unpaid claims	102,383	1,122
Accounts payable and accrued expenses	(1,776)	15,007
Accrued salaries and benefits	7,376	6,344
Deferred revenue	(3,099)	107,563
Other liabilities	(65)	694
Operating lease liabilities	(323)	(90)
Discontinued operations (Note 17)	(8,019)	17,109
Net cash provided by operating activities	25,935	79,032
Cash flows from investing activities:
Purchases of short-term investments, available-for-sale, and held-to-maturity securities	(24,105)	(67,893)
Proceeds from sales of short-term investments and available-for-sale securities	0	15,001
Proceeds from maturities of short-term investments, available-for-sale, and held-to-maturity securities	33,735	63,324
Purchases of property and equipment	(445)	(251)
Net cash provided by investing activities	9,185	10,181
Cash flows from financing activities:
Issuance of common stock, net of early exercise liability	0	848
Treasury stock acquired	(3,359)	(2,982)
Net cash used in financing activities	(3,359)	(2,134)
Net increase in cash, cash equivalents, and restricted cash for discontinued and continuing operations	31,761	87,079
Cash, cash equivalents, and restricted cash, beginning of period for discontinued and continuing operations	176,494	186,213	$ 186,213
Cash, cash equivalents, and restricted cash, end of period for discontinued and continuing operations	208,255	273,292	176,494
Reconciliation of cash and cash equivalents and restricted cash for discontinued and continuing operations
Cash and cash equivalents	208,255	190,562	116,407
Restricted cash	0	82,730
Total cash, cash equivalents, and restricted cash for discontinued and continuing operations	208,255	273,292	$ 176,494
Supplemental disclosure of non-cash activities
Performance year receivable	0	(552,620)
Performance year obligation	$ 0	$ 552,620

Subsequent Events (Details) - Subsequent event $ in Millions	May 06, 2024 USD ($)
Subsequent Event [Line Items]
Stock repurchase period	2 years
Common Class A
Subsequent Event [Line Items]
Amount of stock repurchase plan authorized	$ 20

Net Loss per Share (Tables)

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Schedule of Basic and Diluted Net Loss Per Share

Basic and diluted net loss per share from continuing operations attributable to Class A common stockholders and Class B common stockholders (collectively, "Common Stockholders") for the years indicated were calculated as follows:


	Three Months Ended March 31,
	2024		2023
	(in thousands, except per share and share amounts)
Net loss from continuing operations attributable to Common Stockholders	$	(23,170)	$	(79,698)
Basic and diluted weighted average number of common shares and common share equivalents outstanding	486,374,644		478,805,067
Basic and diluted net loss per share	$	(0.05)	$	(0.17)

Basic and diluted net loss per share from discontinued operations attributable to Class A common stockholders and Class B common stockholders (collectively, "Common Stockholders") for the years indicated were calculated as follows:


	Three Months Ended March 31,
	2024		2023
	(in thousands, except per share and share amounts)
Net income from discontinued operations attributable to Common Stockholders	$	4,000	$	7,092

Basic weighted average number of common shares and common share equivalents outstanding	486,374,644		478,805,067
Potential dilutive shares:
RSU	49,186,140		57,742,605
PRSU	31,829,294		29,945,235
Stock Options	61,088		136,175
Weighted average shares used in computing net income per share of common stock, diluted	567,451,166		566,629,082

Basic earnings per share	$	0.01	$	0.01
Diluted earnings per share	$	0.01	$	0.01

Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share

The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Common Stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Three Months Ended March 31,
	2024	2023
Options to purchase common stock	24,851,924	25,834,803
RSUs	49,186,140	57,742,605
PRSUs	31,829,294	29,945,235



Total anti-dilutive shares excluded from computation of net loss per share	105,867,358	113,522,643

The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income per share of common stock:


	Three Months Ended March 31,
	2024	2023
Options to purchase common stock	24,790,836	25,698,628

Employee Benefit Plans - Schedule of ESPP Valuation Assumption (Details) - ESPP - Forecast	6 Months Ended
	May 21, 2024
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected term (in years)	6 months
Expected volatility	82.30%
Weighted Average
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Weighted-average risk-free interest rate	5.50%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 718
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-Name Accounting Standards Codification
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 9: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/disclosureRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 18: http://www.xbrl.org/2003/role/disclosureRef
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Reference 19: http://www.xbrl.org/2003/role/disclosureRef
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Reference 26: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

CONDENSED CONSOLIDATED BALANCE SHEETS - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Current assets
Cash and cash equivalents	$ 208,255	$ 116,407
Short-term investments	9,120	12,218
Investment securities, available-for-sale (Amortized cost: 2024: $119,528; 2023: $101,412)	118,056	100,702
Investment securities, held-to-maturity (Fair value: 2024: $6,853; 2023: $6,778)	6,923	6,902
Accrued retrospective premiums	70,607	22,076
Other receivables	22,533	16,666
Healthcare receivables	83,867	64,164
Surety bonds and deposits	740	542
Prepaid expenses	16,761	14,418
Other assets, current	4,949	1,404
Assets related to discontinued operations (Note 17)	10,926	72,471
Total current assets	552,737	427,970
Investment securities, available-for-sale (Amortized cost: 2024: $98,221; 2023: $121,868)	97,133	120,208
Investment securities, held-to-maturity (Fair value: 2024: $693; 2023: $692)	792	793
Property and equipment, net	5,209	5,082
Operating lease right-of-use assets	3,124	3,382
Other intangible assets	2,990	2,990
Other assets, non-current	9,785	10,246
Total assets	671,770	570,671
Current liabilities
Unpaid claims	238,602	135,737
Accounts payable and accrued expenses	35,408	37,184
Accrued salaries and benefits	28,327	20,951
Deferred revenue	0	3,099
Operating lease liabilities	1,623	1,665
Liabilities related to discontinued operations (Note 17)	50,622	60,099
Total current liabilities	356,389	261,115
Long-term operating lease liabilities	2,717	2,998
Other liabilities, non-current	20,190	20,164
Total liabilities	379,296	284,277
Commitments and Contingencies (Note 13)
Stockholders' equity
Additional paid-in capital	2,490,036	2,461,238
Accumulated other comprehensive loss	(2,560)	(2,370)
Accumulated deficit	(2,178,964)	(2,159,794)
Less: Treasury stock, at cost; 11,613,745 and 7,912,750 shares held at March 31, 2024 and December 31, 2023, respectively	(16,088)	(12,729)
Total stockholders' equity	292,474	286,394
Total liabilities and stockholders' equity	671,770	570,671
Common Class A
Stockholders' equity
Common stock, value	41	40
Common Class B
Stockholders' equity
Common stock, value	9	9
Related party
Current liabilities
Due to related parties, net	881	1,363
Other liabilities, current	881	1,363
Nonrelated party
Current liabilities
Due to related parties, net	926	1,017
Other liabilities, current	$ 926	$ 1,017

Operating Segments - Schedule of Reconciliation of Revenue of Segments to Statement of Operations (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Segment Reporting [Abstract]
Gross profit	$ 81,760	$ 47,203
Salaries and benefits	59,223	68,981
General and administrative expenses	44,569	57,644
Premium deficiency reserve benefit	0	(1,810)
Depreciation and amortization	318	279
Restructuring costs	353	1,807
Loss on investment	467	0
Net loss from continuing operations	$ (23,170)	$ (79,698)

- Definition

Aggregate revenue less cost of goods and services sold or operating expenses directly attributable to the revenue generation activity.

+ References

+ Details

- Definition

Amount after tax of income (loss) from continuing operations including portion attributable to the noncontrolling interest.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Revenues:
Premiums earned, net (Net of ceded premiums of $101 and $122 for the three months ended March 31, 2024 and 2023, respectively)	$ 341,722	$ 317,086
Other income	5,200	4,906
Total revenues	346,922	321,992
Operating expenses:
Net medical claims incurred	265,162	274,789
Salaries and benefits	59,223	68,981
General and administrative expenses	44,569	57,644
Premium deficiency reserve benefit	0	(1,810)
Depreciation and amortization	318	279
Restructuring costs	353	1,807
Total operating expenses	369,625	401,690
Loss from continuing operations	(22,703)	(79,698)
Loss on investment	467	0
Net loss from continuing operations	(23,170)	(79,698)
Net income from discontinued operations (Note 17)	4,000	7,092
Net loss	$ (19,170)	$ (72,606)
Continuing Operations:
Basic weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares)	486,374,644	478,805,067
Diluted weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares)	486,374,644	478,805,067
Basic net loss per share (in dollars per share)	$ (0.05)	$ (0.17)
Diluted net loss per share (in dollars per share)	$ (0.05)	$ (0.17)
Discontinued operations:
Basic weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares)	486,374,644	478,805,067
Diluted weighted average number of Class A and Class B common shares and common share equivalents outstanding (in shares)	567,451,166	566,629,082
Basic earnings per share (in dollars per share)	$ 0.01	$ 0.01
Diluted earnings per share (in dollars per share)	$ 0.01	$ 0.01
Net unrealized (loss) gain on available-for-sale investments	$ (190)	$ 2,343
Comprehensive loss	$ (19,360)	$ (70,263)

Variable Interest Entity and Equity Method of Accounting (Details) - USD ($) $ in Thousands		3 Months Ended		12 Months Ended
	Feb. 04, 2022	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023	Dec. 31, 2022	Jan. 23, 2023
Class of Stock [Line Items]
Gain (loss) on investments		$ (467)	$ 0
Charter Bioscience Inc.
Class of Stock [Line Items]
Gain (loss) on investments		$ (500)	$ 0	$ (4,700)	$ 9,200
Charter Bioscience Inc. \| Second Private Capital Transaction
Class of Stock [Line Items]
Ownership percentage						23.92%
Charter Bioscience Inc. \| Private Capital Transaction
Class of Stock [Line Items]
Ownership percentage	25.46%
Charter Bioscience Inc. \| Preferred stock \| Other assets
Class of Stock [Line Items]
Equity interest at fair value	$ 4,900
Charter Bioscience Inc. \| Common stock
Class of Stock [Line Items]
Equity Method Investments	3,700
Charter Bioscience Inc. \| Preferred stock \| Second Private Capital Transaction
Class of Stock [Line Items]
Net proceeds from sale of stock	$ 17,900
Sale of stock, number of shares issued in transaction (in shares)	16,210,602

Net Loss per Share

3 Months Ended

Mar. 31, 2024

Earnings Per Share [Abstract]

Net Loss per Share

Net Loss per Share - Continuing Operations


	Three Months Ended March 31,
	2024		2023
	(in thousands, except per share and share amounts)
Net loss from continuing operations attributable to Common Stockholders	$	(23,170)	$	(79,698)
Basic and diluted weighted average number of common shares and common share equivalents outstanding	486,374,644		478,805,067
Basic and diluted net loss per share	$	(0.05)	$	(0.17)

Because the Company had a Net loss during the three months ended March 31, 2024 and 2023, the Company's potentially dilutive securities, which include Options, RSUs, PRSUs, preferred stock, and warrants to purchase shares of common stock and preferred stock, have been excluded from the computation of diluted net loss per share, as the effect would be anti-dilutive. Therefore, during these periods, the diluted common shares outstanding equals the average common shares outstanding. The Company excluded the following potential common shares, presented based on amounts outstanding at each period end, from the computation of diluted net loss per share attributable to Common Stockholders for the periods indicated because including them would have had an anti-dilutive effect:


	Three Months Ended March 31,
	2024	2023
Options to purchase common stock	24,851,924	25,834,803
RSUs	49,186,140	57,742,605
PRSUs	31,829,294	29,945,235



Total anti-dilutive shares excluded from computation of net loss per share	105,867,358	113,522,643

Net Income per Share - Discontinued Operations


	Three Months Ended March 31,
	2024		2023
	(in thousands, except per share and share amounts)
Net income from discontinued operations attributable to Common Stockholders	$	4,000	$	7,092

Basic weighted average number of common shares and common share equivalents outstanding	486,374,644		478,805,067
Potential dilutive shares:
RSU	49,186,140		57,742,605
PRSU	31,829,294		29,945,235
Stock Options	61,088		136,175
Weighted average shares used in computing net income per share of common stock, diluted	567,451,166		566,629,082

Basic earnings per share	$	0.01	$	0.01
Diluted earnings per share	$	0.01	$	0.01

The following table presents the potentially dilutive shares that were excluded from the computation of diluted net income per share of common stock:


	Three Months Ended March 31,
	2024	2023
Options to purchase common stock	24,790,836	25,698,628

Employee Benefit Plans - Additional Information (Details) - USD ($)		3 Months Ended
	Jan. 06, 2021	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employer matching contribution, percent of match		100.00%
Employer matching contribution, percent of employees' gross pay		4.00%
Employer maximum annual contributions per employee, percent		4.00%
Employer discretionary contribution amount		$ 500,000	$ 500,000
Employers matching contribution, vesting percentage		100.00%
Unvested stock options, unrecognized stock-based compensation		$ 421,000,000
Cost not yet recognized, period for recognition (in years)		4 years
Stock options, outstanding, intrinsic value (less than)		$ 100,000
Stock options, outstanding, weighted average remaining contractual term (in years)		4 years
Stock options, exercisable, number (in shares)		23,752,137
Stock options, exercisable, intrinsic value (less than)		$ 100,000
Stock options, exercisable, weighted average exercise price (in dollars per share)		$ 2.86
Stock options, exercisable, weighted average remaining contractual term (in years)		5 years 1 month 24 days
Stock options		$ 0
Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volume-weighted average stock closing price (in dollars per share)		$ 20
Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Volume-weighted average stock closing price (in dollars per share)		$ 30
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans		$ 618,000	1,341,000
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Employer maximum annual contributions per employee, percent	15.00%
Outstanding stock, percentage	1.00%
Total compensation cost recognized for stock-based compensation plans		50,000	81,000
Maximum number of shares that may be purchased (in shares)	14,163,863
Maximum number of shares that may be purchased by any one participant (in shares)	5,000
Common stock, shares, issued (in shares)	2,785,582
PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans		7,213,000	16,195,000
Unvested stock options, unrecognized stock-based compensation		$ 31,000,000
Cost not yet recognized, period for recognition (in years)		4 years
Eligibility for vesting period (in days)		90 days
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans		$ 20,917,000	21,000,000
Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding stock, percentage		5.00%
Common stock, shares, issued (in shares)		406,155,332		401,183,882
Common Class A \| ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for issuance (in shares)		13,078,532
Employee discount percentage	15.00%
Maximum common stock reserved, threshold percentage	10.00%
2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Number of shares available for issuance (in shares)		0
Proceeds from stock options exercised		$ 0
2014 Plan \| Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Exercise price, percentage of fair value of common stock		100.00%
Expiration period (in years)		10 years
2014 Plan \| Stock options \| Tranche one
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		4 years
2014 Plan \| Stock options \| Tranche two
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		5 years
2014 Plan \| RSUs \| Minimum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		1 year
2014 Plan \| RSUs \| Maximum
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Vesting period (in years)		4 years
2020 Equity and Management Incentive Plan \| Common Class A
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Outstanding stock, percentage		7.00%
2020 Employee Stock Purchase Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans		$ 28,798,000	$ 38,617,000

Summary of Significant Accounting Policies	3 Months Ended
Summary of Significant Accounting Policies	Mar. 31, 2024
Accounting Policies [Abstract]
Summary of Significant Accounting Policies	Summary of Significant Accounting Policies Basis of presentation The Company's unaudited condensed consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, necessary for a fair presentation of its financial condition and its results of operations for the periods presented. All material intercompany balances and transactions have been eliminated in consolidating these financial statements. Investments over which we exercise significant influence, but do not control, are accounted for using the applicable accounting treatment based on the nature of the investment. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the 2023 Form 10-K. Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the unaudited condensed consolidated financial statements and the accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported claims. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of actual claims, or whether the assets supporting the liabilities will grow to the level the Company assumes prior to payment of claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to operations in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations, and financial condition. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of the Company's investment securities, reinsurance, premium deficiency reserve, stock-based compensation, recoveries from third parties for coordination of benefits, and final determination of medical cost adjustment pools. Reclassifications Certain amounts in the prior years' Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current year's presentation, primarily related to Surety bonds and deposits and Change in restricted cash related to surety bonds, deposits, and escrow accounts. In addition, certain amounts have also been reclassified related to Accretion, net of amortization, Accrued interest earned and Net unrealized (losses) gains on investment securities. Certain amounts in the prior years' Condensed Consolidated Statements of Operations and Comprehensive Loss have been reclassified to conform to current year's presentation, these amounts relate to the Company's restructuring costs which were previously included within Salaries and benefits as well as General and administrative expenses. These expenses are now recognized within Restructuring costs. Discontinued Operations The results of operations for the Company's former Non-Insurance segment have been reclassified as discontinued operations for all periods presented in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Assets and liabilities related to the Company's former Non-Insurance segment have been reclassified as discontinued operations for all periods presented in the Condensed Consolidated Balance Sheets. Refer to Note 17 - Discontinued Operations for additional information. Equity method of accounting and variable interest entities Investments in entities in which the Company does not have control but its ownership falls between 20.0% and 50.0%, or it has the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method of accounting. The Company continuously assesses its partially-owned entities to determine if these entities are variable interest entities ("VIEs") and, if so, whether the Company is the primary beneficiary and, therefore, required to consolidate the VIE. To make this determination, the Company applies a qualitative approach to determine whether the Company has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. If the Company has an interest in a VIE but is determined to not be the primary beneficiary, the Company accounts for the interest under the equity method of accounting. When the Company's carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company's unaudited condensed consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized. Segment information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. At March 31, 2024, the Company has one reporting segment, Insurance. At the end of 2023, the Company exited the ACO REACH Model and as a direct result, the reportable operating segment formerly known as Non-Insurance no longer meets the criteria of a required reportable operating segment starting in 2024. Capitalized software development costs - cloud computing arrangements The Company's cloud computing arrangements are mostly comprised of hosting arrangements that are mostly service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. These capitalized implementation costs are presented in the Condensed Consolidated Balance Sheets within Prepaid expenses, and are generally amortized over the fixed, non-cancelable term of the associated hosting arrangement on a straight-line basis. Deferred acquisition costs Acquisition costs directly related to the successful acquisition of new business, which are primarily made up of commissions costs, are deferred and subsequently amortized. Deferred acquisition costs are recorded within Other assets, current on the Condensed Consolidated Balance Sheets and are amortized over the estimated life of the related contracts. The amortization of deferred acquisition costs is recorded within General and administrative expenses within the Condensed Consolidated Statements of Operations and Comprehensive Loss. For the quarter ended March 31, 2024 and 2023, there were no deferred acquisition costs as a result of the acceleration of amortization for deferred acquisition costs due to the recognition of a premium deficiency reserve. For the three months ended March 31, 2024 and 2023 charges related to deferred acquisition costs of $1.1 million and $3.9 million, respectively, were recognized within General and administrative expenses. Restructuring Activities Restructuring related expenses, which are recorded within Restructuring costs on the Condensed Consolidated Statements of Operations, include employee termination benefits, vendor costs associated with restructuring activities, and other costs associated with the business transformation initiatives. Restructuring costs are determined based on estimates, which are prepared at the time the restructuring actions are approved by management and are periodically reviewed and updated for changes in estimates. The Company applies the provisions of ASC 420, Exit or Disposal Cost Obligations ("ASC 420") as these costs meet the criteria of a one-time benefit. Under ASC 420-10, the Company establishes a liability for a cost associated with an exit or disposal activity, including employee termination benefits and other restructuring related costs, when the liability is incurred, rather than at the date that the Company commits to an exit plan. At each reporting date, there is an evaluation of the liability to ensure the amount is still appropriate. See Note 16 (Restructuring costs) for further discussion. Recent accounting pronouncements Recently adopted accounting pronouncements There have been no new accounting pronouncements adopted during the three months ended March 31, 2024 that are expected to materially impact the Company's unaudited condensed consolidated financial statements. Accounting pronouncements effective in future periods In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718); Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock (“ASU 2023-03”). This ASU amends or supersedes various SEC paragraphs within the applicable codification to conform to past SEC staff announcements. This ASU does not provide any new guidance. ASU 2023-03 will become effective for the Company once the addition to the FASB Codification is made available. The Company is currently evaluating the impact of the update on the Company’s unaudited condensed consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update aim to improve reportable segment disclosures by requiring enhanced disclosures around significant segment expenses that are regularly provided to the chief operating decision maker. Additionally, ASU 2023-07 requires that all existing annual disclosures about segment profit or loss must be provided on an interim basis and clarifies that single reportable segment entities are subject to the disclosure requirement under Topic 280 in its entirety. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years beginning after December 15, 2024. A public entity should apply ASU 2023-07 retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its unaudited condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update aim to provide more transparency regarding tax disclosures mainly related to the rate reconciliation and income taxes paid information. The Company is currently evaluating the impact of ASU 2023-09 on its unaudited condensed consolidated financial statements and related disclosures.

Summary of Significant Accounting Policies (Policies)	3 Months Ended
Summary of Significant Accounting Policies (Policies)	Mar. 31, 2024
Accounting Policies [Abstract]
Basis of presentation	Basis of presentation The Company's unaudited condensed consolidated financial statements have been prepared in conformity with GAAP and include the accounts of the Company and its wholly-owned subsidiaries. In the opinion of management, the Company has made all necessary adjustments, which include normal recurring adjustments, necessary for a fair presentation of its financial condition and its results of operations for the periods presented. All material intercompany balances and transactions have been eliminated in consolidating these financial statements. Investments over which we exercise significant influence, but do not control, are accounted for using the applicable accounting treatment based on the nature of the investment. These unaudited condensed consolidated financial statements should be read in conjunction with the audited consolidated financial statements and related notes to the financial statements included in the 2023 Form 10-K.
Use of estimates	Use of estimates The preparation of the unaudited condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that impact the amounts reported in the unaudited condensed consolidated financial statements and the accompanying notes. The areas involving the most significant use of estimates are the amounts of incurred but not reported claims. Many factors can cause actual outcomes to deviate from these assumptions and estimates, such as changes in economic conditions, changes in government healthcare policy, advances in medical technology, changes in treatment patterns, and changes in average lifespan. Accordingly, the Company cannot determine with precision the ultimate amounts that it will pay for, or the timing of payment of actual claims, or whether the assets supporting the liabilities will grow to the level the Company assumes prior to payment of claims. If the Company's actual experience is different from its assumptions or estimates, the Company's reserves may prove inadequate. As a result, the Company would incur a charge to operations in the period in which it determines such a shortfall exists, which could have a material adverse effect on the Company's business, results of operations, and financial condition. Other areas involving significant estimates include risk adjustment provisions related to Medicare contracts and the valuation of the Company's investment securities, reinsurance, premium deficiency reserve, stock-based compensation, recoveries from third parties for coordination of benefits, and final determination of medical cost adjustment pools.
Reclassifications	Reclassifications Certain amounts in the prior years' Condensed Consolidated Statements of Cash Flows have been reclassified to conform to the current year's presentation, primarily related to Surety bonds and deposits and Change in restricted cash related to surety bonds, deposits, and escrow accounts. In addition, certain amounts have also been reclassified related to Accretion, net of amortization, Accrued interest earned and Net unrealized (losses) gains on investment securities. Certain amounts in the prior years' Condensed Consolidated Statements of Operations and Comprehensive Loss have been reclassified to conform to current year's presentation, these amounts relate to the Company's restructuring costs which were previously included within Salaries and benefits as well as General and administrative expenses. These expenses are now recognized within Restructuring costs.
Discontinued Operations	Discontinued Operations The results of operations for the Company's former Non-Insurance segment have been reclassified as discontinued operations for all periods presented in the Condensed Consolidated Statements of Operations and Comprehensive Loss. Assets and liabilities related to the Company's former Non-Insurance segment have been reclassified as discontinued operations for all periods presented in the Condensed Consolidated Balance Sheets. Refer to Note 17 - Discontinued Operations for additional information.
Equity method of accounting and variable interest entities	Equity method of accounting and variable interest entities Investments in entities in which the Company does not have control but its ownership falls between 20.0% and 50.0%, or it has the ability to exercise significant influence over operating and financial policies, are accounted for under the equity method of accounting. The Company continuously assesses its partially-owned entities to determine if these entities are variable interest entities ("VIEs") and, if so, whether the Company is the primary beneficiary and, therefore, required to consolidate the VIE. To make this determination, the Company applies a qualitative approach to determine whether the Company has both the power to direct the activities of the VIE that most significantly impact the VIE's economic performance and the obligation to absorb losses of, or the rights to receive benefits from, the VIE that could potentially be significant to that VIE. If the Company has an interest in a VIE but is determined to not be the primary beneficiary, the Company accounts for the interest under the equity method of accounting. When the Company's carrying value in an equity method investee company is reduced to zero, no further losses are recorded in the Company's unaudited condensed consolidated financial statements unless the Company guaranteed obligations of the investee company or has committed additional funding. When the investee company subsequently reports income, the Company will not record its share of such income until it equals the amount of its share of losses not previously recognized.
Segment information	Segment information Operating segments are defined as components of an enterprise for which separate financial information is available that is evaluated on a regular basis by the chief operating decision maker ("CODM") in deciding how to allocate resources to an individual segment and in assessing performance. The Company's CODM is its Chief Executive Officer. At March 31, 2024, the Company has one reporting segment, Insurance. At the end of 2023, the Company exited the ACO REACH Model and as a direct result, the reportable operating segment formerly known as Non-Insurance no longer meets the criteria of a required reportable operating segment starting in 2024.
Capitalized software development costs - cloud computing arrangements	Capitalized software development costs - cloud computing arrangements The Company's cloud computing arrangements are mostly comprised of hosting arrangements that are mostly service contracts, whereby the Company gains remote access to use enterprise software hosted by the vendor or another third party on an as-needed basis for a period of time in exchange for a subscription fee. Implementation costs for cloud computing arrangements are capitalized if certain criteria are met and consist of internal and external costs directly attributable to developing and configuring cloud computing software for its intended use. These capitalized implementation costs are presented in the Condensed Consolidated Balance Sheets within Prepaid expenses, and are generally amortized over the fixed, non-cancelable term of the associated hosting arrangement on a straight-line basis.
Deferred acquisition costs	Deferred acquisition costs Acquisition costs directly related to the successful acquisition of new business, which are primarily made up of commissions costs, are deferred and subsequently amortized. Deferred acquisition costs are recorded within Other assets, current on the Condensed Consolidated Balance Sheets and are amortized over the estimated life of the related contracts. The amortization of deferred acquisition costs is recorded within General and administrative expenses within the Condensed Consolidated Statements of Operations and Comprehensive Loss. For the quarter ended March 31, 2024 and 2023, there were no deferred acquisition costs as a result of the acceleration of amortization for deferred acquisition costs due to the recognition of a premium deficiency reserve.
Restructuring Activities	Restructuring Activities Restructuring related expenses, which are recorded within Restructuring costs on the Condensed Consolidated Statements of Operations, include employee termination benefits, vendor costs associated with restructuring activities, and other costs associated with the business transformation initiatives. Restructuring costs are determined based on estimates, which are prepared at the time the restructuring actions are approved by management and are periodically reviewed and updated for changes in estimates. The Company applies the provisions of ASC 420, Exit or Disposal Cost Obligations ("ASC 420") as these costs meet the criteria of a one-time benefit. Under ASC 420-10, the Company establishes a liability for a cost associated with an exit or disposal activity, including employee termination benefits and other restructuring related costs, when the liability is incurred, rather than at the date that the Company commits to an exit plan. At each reporting date, there is an evaluation of the liability to ensure the amount is still appropriate. See Note 16 (Restructuring costs) for further discussion.
Recent accounting pronouncements	Recent accounting pronouncements Recently adopted accounting pronouncements There have been no new accounting pronouncements adopted during the three months ended March 31, 2024 that are expected to materially impact the Company's unaudited condensed consolidated financial statements. Accounting pronouncements effective in future periods In July 2023, the FASB issued ASU 2023-03, Presentation of Financial Statements (Topic 205), Income Statement—Reporting Comprehensive Income (Topic 220), Distinguishing Liabilities from Equity (Topic 480), Equity (Topic 505), and Compensation—Stock Compensation (Topic 718); Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 120, SEC Staff Announcement at the March 24, 2022 EITF Meeting, and Staff Accounting Bulletin Topic 6.B, Accounting Series Release 280—General Revision of Regulation S-X: Income or Loss Applicable to Common Stock (“ASU 2023-03”). This ASU amends or supersedes various SEC paragraphs within the applicable codification to conform to past SEC staff announcements. This ASU does not provide any new guidance. ASU 2023-03 will become effective for the Company once the addition to the FASB Codification is made available. The Company is currently evaluating the impact of the update on the Company’s unaudited condensed consolidated financial statements and related disclosures. In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosures. The amendments in this update aim to improve reportable segment disclosures by requiring enhanced disclosures around significant segment expenses that are regularly provided to the chief operating decision maker. Additionally, ASU 2023-07 requires that all existing annual disclosures about segment profit or loss must be provided on an interim basis and clarifies that single reportable segment entities are subject to the disclosure requirement under Topic 280 in its entirety. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023 and interim periods within those fiscal years beginning after December 15, 2024. A public entity should apply ASU 2023-07 retrospectively to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of ASU 2023-07 on its unaudited condensed consolidated financial statements and related disclosures. In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures. The amendments in this update aim to provide more transparency regarding tax disclosures mainly related to the rate reconciliation and income taxes paid information. The Company is currently evaluating the impact of ASU 2023-09 on its unaudited condensed consolidated financial statements and related disclosures.

Income Taxes	3 Months Ended
Income Taxes	Mar. 31, 2024
Income Tax Disclosure [Abstract]
Income Taxes	Income Taxes The consolidated effective tax rate of the Company for the three months ended March 31, 2024 and 2023, was 0.0%. The Company continues to be in a net operating loss and net deferred tax asset position. As a result, and in accordance with accounting standards, the Company recorded a valuation allowance to reduce the value of the net deferred tax assets to zero. The Company believes that at March 31, 2024, it had no material uncertain tax positions. Interest and penalties related to unrecognized tax expense (benefits) are recognized in income tax expense, when applicable. There were no material liabilities for interest and penalties accrued at March 31, 2024 and December 31, 2023.

- Definition

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//740/tableOfContent

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-14

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-21

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482526/740-270-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482685/740-10-50-17

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB TOPIC 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147479360/740-10-S99-2

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482603/740-30-50-2

+ Details

Investment Securities - Schedule of Present Cost or Amortized Cost and Fair Values of Investments (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Investment securities, held-to-maturity
Amortized cost	$ 7,715
Fair value	7,546
Total held-to-maturity and available-for-sale investment securities
Amortized cost	225,464	$ 230,975
Accumulated unrealized gains	326	878
Accumulated unrealized losses	(3,055)	(3,473)
Fair value	222,735	228,380
U.S. government and government agencies and authorities
Investment securities, held-to-maturity
Amortized cost	7,715	7,695
Accumulated unrealized gains	0	0
Accumulated unrealized losses	(169)	(225)
Fair value	7,546	7,470
Investment securities, available-for-sale
Amortized cost	137,911	126,071
Accumulated unrealized gains	235	713
Accumulated unrealized losses	(2,782)	(3,070)
Fair value	135,364	123,714
Corporate debt securities
Investment securities, available-for-sale
Amortized cost	77,957	95,354
Accumulated unrealized gains	91	165
Accumulated unrealized losses	(104)	(176)
Fair value	77,944	95,343
Other
Investment securities, available-for-sale
Amortized cost	1,881	1,855
Accumulated unrealized gains	0	0
Accumulated unrealized losses	0	(2)
Fair value	$ 1,881	$ 1,853

Net Loss per Share - Schedule of Continuing and Discontinued operations of Basic and Diluted Net Loss Per Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income (Loss) from Continuing Operations
Net loss from continuing operations attributable to Common Stockholders	$ (23,170)	$ (79,698)
Basic weighted average number of common shares and common share equivalents outstanding (in shares)	486,374,644	478,805,067
Diluted weighted average number of common shares and common share equivalents outstanding (in shares)	486,374,644	478,805,067
Basic net loss per share (in dollars per share)	$ (0.05)	$ (0.17)
Diluted net loss per share (in dollars per share)	$ (0.05)	$ (0.17)
Income (Loss) from Discontinued Operations
Net income from discontinued operations attributable to Common Stockholders	$ 4,000	$ 7,092
Basic weighted average number of common shares and common share equivalents outstanding (in shares)	486,374,644	478,805,067
Diluted weighted average number of common shares and common share equivalents outstanding (in shares)	486,374,644	478,805,067
Basic earnings per share (in dollars per share)	$ 0.01	$ 0.01
Diluted earnings per share (in dollars per share)	$ 0.01	$ 0.01
Discontinued operations
Income (Loss) from Continuing Operations
Diluted weighted average number of common shares and common share equivalents outstanding (in shares)	567,451,166	566,629,082
Income (Loss) from Discontinued Operations
Diluted weighted average number of common shares and common share equivalents outstanding (in shares)	567,451,166	566,629,082

Discontinued Operations - Condensed Consolidated Balance Sheets (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Assets
Total assets	$ 10,926	$ 72,471
Liabilities
Total liabilities	50,622	60,099
Discontinued operations
Assets
Cash and cash equivalents	0	6,456
Surety bond and deposits	0	55,089
Non-Insurance receivable	10,926	10,926
Total assets	10,926	72,471
Liabilities
Unpaid claims	858	2,856
Accounts payable and accrued expenses	297	0
Accrued salaries and benefits	0	110
Non-Insurance performance year obligation, current	9,657	15,568
Non-Insurance payable	39,810	41,565
Total liabilities	$ 50,622	$ 60,099

Related-Party Transactions (Details) - USD ($)		3 Months Ended
Related-Party Transactions (Details) - USD ($)	Sep. 23, 2020	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Related Party Transaction [Line Items]
Net medical claims incurred		$ 265,162,000	$ 274,789,000
General and administrative expenses		44,569,000	57,644,000
Related party \| CarePoint Health Contract
Related Party Transaction [Line Items]
Net medical claims incurred		500,000	3,700,000
Other liabilities		900,000		$ 1,400,000
Related party \| Medical Records Exchange, LLC
Related Party Transaction [Line Items]
General and administrative expenses		100,000	100,000
Related party \| Thyme Care, Inc.
Related Party Transaction [Line Items]
Other liabilities		0		$ 200,000
General and administrative expenses		$ 0	$ 500,000
Number of shares purchased (in shares)	1,773,049
Equity interest percentage (less than)	5.00%	5.00%
Other assets, fair value		$ 500,000

Investment Securities - Schedule of Amortized Cost and Fair Value of Debt Securities (Details) $ in Thousands	Mar. 31, 2024 USD ($)
Debt Securities, Held-to-maturity, Maturity, Amortized Cost, Net [Abstract]
Due within one year	$ 6,923
Due after one year through five years	680
Due after five years through ten years	0
Due after ten years	112
Amortized cost	7,715
Debt Securities, Held-to-maturity, Maturity, Fair Value [Abstract]
Due within one year	6,853
Due after one year through five years	602
Due after five years through ten years	0
Due after ten years	91
Total	7,546
Debt Securities, Available-for-sale, Amortized Cost [Abstract]
Due within one year	119,528
Due after one year through five years	98,221
Due after five years through ten years	0
Due after ten years	0
Total	217,749
Debt Securities, Available-for-sale, Fair Value, Fiscal Year Maturity [Abstract]
Due within one year	118,056
Due after one year through five years	97,133
Due after five years through ten years	0
Due after ten years	0
Total	$ 215,189

Employee Benefit Plans (Tables)

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Share-Based Payment Arrangement Activity

The maximum number of shares of the Company's common stock reserved for issuance over the term of the Plans, shares outstanding under the Plans, and shares remaining under the Plans at March 31, 2024 were as follows:


March 31, 2024	Shares Authorized Under Plans	Shares Outstanding Under Plans	Shares Remaining Under Plans
2014 Plan	54,402,264	23,977,273	N/A
2020 Plan	86,604,581	45,291,944	22,392,308
2020 MIP	33,426,983	23,398,889	—
Inducement Plan	11,000,000	2,452,449	4,228,753

Schedule of Stock-Based Compensation Cost

Compensation cost presented within Salaries and benefits within the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:


Three Months Ended March 31,	2024		2023
	(in thousands)
Stock options	$	618	$	1,341
RSUs	20,917		21,000
PRSUs	7,213		16,195
ESPP	50		81
Total compensation cost recognized for stock-based compensation plans	$	28,798	$	38,617

Schedule of Stock Option Activity

A summary of option activity under the 2020 Plan during the three months ended March 31, 2024, was as follows:


	Number of stock options	Weighted-average exercise price
Outstanding, January 1, 2024	952,900	$	8.88
Granted	—	—
Exercised	—	—
Forfeited	(78,180)	8.88
Outstanding, March 31, 2024	874,720	$	8.88

A summary of stock option activity under the 2014 Plan during the three months ended March 31, 2024, was as follows:


	Number of stock options	Weighted-average exercise price
Outstanding, January 1, 2024	24,041,753	$	1.45
Granted	—	—
Exercised	83	0.84
Forfeited	(64,632)	2.37
Outstanding, March 31, 2024	23,977,204	$	1.45

Schedule of Total RSU Activity

A summary of total RSU activity is presented below:


	Number of RSUs	Weighted-average grant date fair value per share
Outstanding, January 1, 2024	56,928,405	$	4.28
Granted during 2024	7,124,716	0.92
Released	(10,371,186)	6.45
Forfeited	(4,495,795)	2.28
Outstanding, March 31, 2024	49,186,140	$	3.52

Schedule of Weighted Average Grant Date Fair Value of Performance Restricted Stock Units

The assumptions that the Company used in the Monte Carlo model to determine the grant date fair value of Market PRSUs granted for the year ended December 31, 2021, were as follows:


Year ended December 31, 2021
Expected volatility (1)	40.7	%
Risk-free interest rate (2)	0.5
Dividend yield (3)	—

(1) Expected volatility is based on a blend of peer group company historical data adjusted for the Company's leverage.

(2) Risk-free interest rate based on U.S. Treasury yields with a term equal to the remaining Performance Period as of the grant date.

(3) Dividend yield was assumed to be zero as the Company does not anticipate paying dividends.

Schedule of Total Performance Restricted Stock Units

A summary of PRSU activity is presented below:


	Number of PRSUs	Weighted-average grant date fair value per share
Non-vested, January 1, 2024	32,131,532	$	8.36
Granted during 2024	—	—
Vested	(11,857)	8.85
Forfeited	(290,381)	1.59
Non-vested at March 31, 2024	31,829,294	$	8.43

Schedule of Assumptions Used in ESPP Fair Value Determination

The assumptions that the Company used in the Black-Scholes option-pricing model to determine the fair value of the purchase rights under the ESPP for the most recent offering period, is as follows:


Offering period from November 23, 2023 to May 21, 2024
Weighted-average risk-free interest rate	5.5	%
Expected term (in years)	0.50
Expected volatility	82.3	%

Pay vs Performance Disclosure - USD ($) $ in Thousands	3 Months Ended
Pay vs Performance Disclosure - USD ($) $ in Thousands	Mar. 31, 2024	Mar. 31, 2023
Pay vs Performance Disclosure
Net Income (Loss)	$ (19,170)	$ (72,606)

- Definition

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(g)(1)(ii))
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480678/235-10-S99-1

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 323
-SubTopic 10
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-Section 50
-Paragraph 3
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147481687/323-10-50-3

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482907/825-10-50-28

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
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-Name Accounting Standards Codification
-Section 50
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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-URI https://asc.fasb.org//1943274/2147483443/250-10-50-3

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 8: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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Reference 11: http://www.xbrl.org/2003/role/disclosureRef
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Reference 12: http://www.xbrl.org/2003/role/disclosureRef
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Reference 13: http://www.xbrl.org/2003/role/exampleRef
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Reference 14: http://www.xbrl.org/2003/role/disclosureRef
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Reference 27: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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-Section S99
-Paragraph 1B
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Reference 28: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
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Reference 29: http://www.xbrl.org/2003/role/disclosureRef
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Reference 36: http://www.xbrl.org/2003/role/disclosureRef
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-Subparagraph (a)
-Publisher FASB
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Reference 37: http://www.xbrl.org/2003/role/disclosureRef
-Topic 220
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-Name Accounting Standards Codification
-Section 45
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482790/220-10-45-1B

Reference 38: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 39: http://fasb.org/us-gaap/role/ref/legacyRef
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-Publisher FASB
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+ Details

Discontinued Operations - Condensed Consolidated Statements of Cash Flows (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Discontinued operations
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Net cash (used in) provided by operating activities	$ (8,019)	$ 17,109

Operating Segments - Schedule of Revenue by Operating Segment (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums)	$ 341,722	$ 317,086
Other income	5,200	4,906
Intersegment revenues	346,922	321,992
Net medical claims incurred	265,162	274,789
Gross profit (loss)	81,760	47,203
Total assets	671,770	737,485	$ 570,671
Ceded premiums	101	122
Operating Segments \| Insurance
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums)	341,722	317,086
Other income	3,727	1,839
Net medical claims incurred	266,076	274,504
Gross profit (loss)	79,373	44,421
Total assets	498,360	467,392
Corporate/Other
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums)	0	0
Other income	15,681	17,738
Net medical claims incurred	4,938	3,448
Gross profit (loss)	59,208	37,521
Total assets	838,045	936,903
Intersegment revenues
Revenue, Major Customer [Line Items]
Intersegment revenues	(48,465)	(23,231)
Intersegment revenues \| Insurance
Revenue, Major Customer [Line Items]
Intersegment revenues	0	0
Eliminations
Revenue, Major Customer [Line Items]
Premiums earned, net (Net of ceded premiums)	0	0
Other income	(14,208)	(14,671)
Net medical claims incurred	(5,852)	(3,163)
Gross profit (loss)	(56,821)	(34,739)
Total assets	$ (664,635)	$ (666,810)

Healthcare Receivables (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Receivables [Abstract]
Healthcare receivables	$ 83,867	$ 64,164

Investment Securities - Schedule of Net Investment Income (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Fair Value, Separate Account Investment [Line Items]
Investment income, net	$ 4,468	$ 3,935
Cash and cash equivalents
Fair Value, Separate Account Investment [Line Items]
Investment income, net	2,186	1,629
Short-term investments
Fair Value, Separate Account Investment [Line Items]
Investment income, net	174	492
Investment securities
Fair Value, Separate Account Investment [Line Items]
Investment income, net	$ 2,108	$ 1,814

Stockholders' Equity and Convertible Preferred Stock	3 Months Ended
Stockholders' Equity and Convertible Preferred Stock	Mar. 31, 2024
Equity And Temporary Equity [Abstract]
Stockholders' Equity and Convertible Preferred Stock	Stockholders' Equity and Convertible Preferred Stock Stockholders' Equity The Company was authorized to issue up to 2,500,000,000 shares of Class A common stock at March 31, 2024 and December 31, 2023, respectively, and up to 500,000,000 shares of Class B common stock at March 31, 2024 and December 31, 2023. At March 31, 2024 and December 31, 2023, there were 406,155,332 and 401,183,882 shares of Class A common stock issued and outstanding, respectively. There were 89,649,365 and 87,867,732 shares of Class B common stock issued and outstanding at March 31, 2024 and December 31, 2023, respectively. Class B common stock has 10 votes per share, and Class A common stock has one vote per share. The Company had 11,613,745 and 7,912,750 shares held in treasury at March 31, 2024 and December 31, 2023, respectively. These amounts represent shares withheld to cover taxes upon vesting of employee stock-based awards. At March 31, 2024, the Company was authorized to issue 25,000,000 shares of preferred stock having a par value of $0.0001 per share, and the Company's Board has the authority to determine the rights, preferences, privileges, and restrictions, including voting rights, of those shares. At March 31, 2024, there were no shares of preferred stock issued and outstanding.

Restructuring Costs (Tables)

3 Months Ended

Mar. 31, 2024

Restructuring and Related Activities [Abstract]

Schedule of Restructuring Charges

The Restructuring costs are presented in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss, which were as follows:


Three Months Ended March 31,	2024		2023
	(in thousands)
Employee termination benefits	$	—	$	1,226
Vendor related costs	349		581
Other	4		—
Total restructuring costs	$	353	$	1,807

The Restructuring costs are presented in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss, which were as follows:

ACO REACH

As of March 31, 2024 and December 31, 2023, the liability for employee termination benefits was recorded in Accrued salaries and benefits and the liability for vendor related costs and other expenses were recorded in Accounts payable and accrued expenses in the discontinued operations balance sheets. The liability recorded reflects the Company's best estimate, which may be revised in subsequent periods as the restructuring progresses.


	Employee Termination Benefits		Vendor related costs		Total
	(in thousands)
Liability as of December 31, 2023	$	110	$	—	$	110
Charges	—		297		297
Cash payments	(110)		—		(110)
Liability as of March 31, 2024	$	—	$	297	$	297
Total cumulative costs incurred as of March 31, 2024	$	110	$	297	$	407

Schedule of Other Restructuring and Related Costs

The restructuring costs are recorded within the Corporate/Other operating segment. In addition, the Company incurred costs related to software impairment. These costs are recognized within Depreciation and amortization in the Condensed Consolidated Statements of Operations and Comprehensive Loss, and total $0.1 million for the three months ended March 31, 2024.


	Employee Termination Benefits		Vendor related costs		Other		Total
	(in thousands)
Liability as of December 31, 2023	$	1,781	$	3,390	$	—	$	5,171
Charges	—		349		4		353
Cash payments	(1,234)		(489)		(4)		(1,727)
Liability as of March 31, 2024	$	547	$	3,250	$	—	$	3,797
Total cumulative costs incurred as of March 31, 2024	$	4,795	$	5,288	$	91	$	10,174

Employee Benefit Plans - Schedule of Total PRSUs Activity (Details) - PRSUs	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of shares
Beginning balance (in shares) \| shares	32,131,532
Granted (in shares) \| shares	0
Vested (in shares) \| shares	(11,857)
Forfeited (in shares) \| shares	(290,381)
Ending balance (in shares) \| shares	31,829,294
Weighted-average grant date fair value per share
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 8.36
Granted (in dollars per share) \| $ / shares	0
Vested (in dollars per share) \| $ / shares	8.85
Forfeited (in dollars per share) \| $ / shares	1.59
Outstanding at end of period (in dollars per share) \| $ / shares	$ 8.43

Restructuring Costs

3 Months Ended

Mar. 31, 2024

Restructuring and Related Activities [Abstract]

Restructuring Costs

Restructuring costs

On April 17, 2023, the Company announced it would implement certain business transformation initiatives, including an agreement to move its core plan operations to UST HealthProof’s (“UST HealthProof”) integrated technology platform and additional corporate restructuring actions. The agreement with UST HealthProof includes the transition of certain of the Company’s plan operation functions in support of its Medicare Advantage members pursuant to a master services agreement. In addition to the arrangement with UST HealthProof, in April 2023 the Company conducted a reduction in force to better align its Selling, General, and Administrative cost structure with its revenue base. This restructuring resulted in the elimination of approximately 10% of the Company's workforce. The Company incurred costs related to these business transformation initiatives, which consisted of employee termination benefits, vendor related costs, and other costs, which are accounted for as exit and disposal costs and recorded pursuant to ASC 420, Exit or Disposal Cost Obligations. For those costs determined to be one-time termination benefits the Company established a liability for the restructuring related expenses when the plan was established, the remaining costs will be expensed as incurred.

The Restructuring costs are presented in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss, which were as follows:


Three Months Ended March 31,	2024		2023
	(in thousands)
Employee termination benefits	$	—	$	1,226
Vendor related costs	349		581
Other	4		—
Total restructuring costs	$	353	$	1,807

UST HealthProof Transition

As of March 31, 2024, the liability for employee termination benefits was recorded in Accrued salaries and benefits and the liability for vendor related costs and other expenses were recorded in Accounts payable and accrued expenses in the Condensed Consolidated Balance Sheets. The liability recorded reflects the Company's best estimate, which may be revised in subsequent periods as the restructuring progresses. The restructuring costs are recorded within the Corporate/Other operating segment. In addition, the Company incurred costs related to software impairment. These costs are recognized within Depreciation and amortization in the Condensed Consolidated Statements of Operations and Comprehensive Loss, and total $0.1 million for the three months ended March 31, 2024.


	Employee Termination Benefits		Vendor related costs		Other		Total
	(in thousands)
Liability as of December 31, 2023	$	1,781	$	3,390	$	—	$	5,171
Charges	—		349		4		353
Cash payments	(1,234)		(489)		(4)		(1,727)
Liability as of March 31, 2024	$	547	$	3,250	$	—	$	3,797
Total cumulative costs incurred as of March 31, 2024	$	4,795	$	5,288	$	91	$	10,174

Investment Securities - Additional Information (Details) - USD ($)	Mar. 31, 2024	Dec. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Held-to-maturity debt securities, allowance for credit loss	$ 0	$ 0
Available-for-sale debt securities, allowance for credit loss	0	0
Deposits with various states and regulatory bodies	$ 14,800,000	$ 14,700,000

Restructuring Costs - Schedule of Restructuring Charges (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	$ 353	$ 1,807
Employee termination benefits
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	0	1,226
Vendor related costs
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	349	581
Other
Restructuring Cost and Reserve [Line Items]
Total restructuring costs	$ 4	$ 0

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Discontinued Operations (Tables)

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Schedule of Disposal Groups Including Discontinued Operations

A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Operations and Comprehensive Loss follows:


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Revenues:
Non-Insurance revenue	$	6,824	$	205,783
Total revenues	6,824		205,783

Operating Expenses:
Net medical claims incurred	$	2,235	$	197,701
General and administrative expenses	292		990
Restructuring costs	297		—
Total operating expenses	$	2,824	$	198,691
Gain from operations	4,000		7,092
Net income	$	4,000	$	7,092

A summary of the carrying amounts of major assets and liabilities, which were classified as held for settlement in the Condensed Consolidated Balance Sheets, follows:


	March 31, 2024		December 31, 2023
	(in thousands)
Assets(1)
Cash and cash equivalents	$	—	$	6,456
Surety bond and deposits	—		55,089
Non-Insurance receivable	10,926		10,926
Total assets	$	10,926	$	72,471

Liabilities(1)
Unpaid claims	$	858	$	2,856
Accounts payable and accrued expenses	297		—
Accrued salaries and benefits	—		110
Non-Insurance performance year obligation, current	9,657		15,568
Non-Insurance payable	39,810		41,565
Total liabilities	$	50,622	$	60,099

(1) The assets and liabilities of the disposal group classified are classified as current on the March 31, 2024 Condensed Consolidated Balance Sheet as the settlement with CMS is expected to occur within one year.

A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows follows:


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Net cash (used in) provided by operating activities	$	(8,019)	$	17,109

Schedule of Performance Guarantees

The tables below include the financial statement impacts of the performance guarantee:


	March 31, 2024		December 31, 2023
	(in thousands)

Non-Insurance performance year obligation (1)	$	9,657	$	15,568
(1) This obligation represents the consideration due to providers, net of the shared savings or loss for the period and amortization of the liability.


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Amortization of the Non-Insurance performance year receivable	$	—	$	(184,207)
Amortization of the Non-Insurance performance year obligation	—		184,207

Non-Insurance revenue	$	6,824	$	205,783

Schedule of Restructuring Charges

The Restructuring costs are presented in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss, which were as follows:


Three Months Ended March 31,	2024		2023
	(in thousands)
Employee termination benefits	$	—	$	1,226
Vendor related costs	349		581
Other	4		—
Total restructuring costs	$	353	$	1,807

The Restructuring costs are presented in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss, which were as follows:

ACO REACH


	Employee Termination Benefits		Vendor related costs		Total
	(in thousands)
Liability as of December 31, 2023	$	110	$	—	$	110
Charges	—		297		297
Cash payments	(110)		—		(110)
Liability as of March 31, 2024	$	—	$	297	$	297
Total cumulative costs incurred as of March 31, 2024	$	110	$	297	$	407

- Definition

Tabular disclosure of information related to a disposal group. Includes, but is not limited to, a discontinued operation, disposal classified as held-for-sale or disposed of by means other than sale or disposal of an individually significant component.

+ References

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
-Name Accounting Standards Codification
-Section 50
-Paragraph 3
-SubTopic 10
-Topic 360
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482099/360-10-50-3

Reference 2: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 205
-SubTopic 20
-Name Accounting Standards Codification
-Section 45
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Reference 3: http://fasb.org/us-gaap/role/ref/legacyRef
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-Section 50
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 6: http://fasb.org/us-gaap/role/ref/legacyRef
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+ Details

Organization and Operations	3 Months Ended
Organization and Operations	Mar. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Operations	Organization and Operations Clover Health Investments, Corp. (collectively with its affiliates and subsidiaries, "Clover" or the "Company") is focused on empowering physicians to identify and manage chronic diseases early. Clover has centered its strategy on building and deploying technology through its flagship software platform, Clover Assistant, to help America's seniors receive better care at lower costs. Clover aims to provide affordable, high-quality Medicare Advantage plans, including Preferred Provider Organization ("PPO") and Health Maintenance Organization ("HMO") plans, through its regulated insurance subsidiaries. The Company's regulated insurance subsidiaries consist of Clover Insurance Company and Clover HMO of New Jersey Inc., which operate the Company's PPO and HMO health plans, respectively. On April 1, 2021, the Company's subsidiary, Clover Health Partners, LLC ("Health Partners"), began participating as a Direct Contracting Entity ("DCE") in the Global and Professional Direct Contracting Model ("DC Model") of the Centers for Medicare and Medicaid Services ("CMS"), an agency of the United States Department of Health and Human Services, through which the Company had previously provided care to aligned Medicare fee-for-service ("FFS") beneficiaries (the "Non-Insurance Beneficiaries") through our prior participation in ACO REACH Program, as defined herein. CMS redesigned the DC Model and renamed it the Accountable Care Organization ("ACO") Realizing Equity, Access, and Community Health ("REACH") ("ACO REACH") Model effective January 1, 2023. On December 1, 2023, the Company notified CMS that it will no longer participate as a REACH ACO in the CMS ACO Reach Program, effective as of the end of the 2023 performance year. The Company’s exit from the ACO REACH Program follows its November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023, and was made after the Company determined that it is in the Company's best interest to fully exit the ACO REACH Program starting with the 2024 performance year. The activity recognized during 2024 relates to prior performance years with CMS and are presented within discontinued operations for all periods presented within the condensed consolidated financial statements. See Note 17 for further discussion of discontinued operations. Medical Service Professionals of NJ, LLC, houses Clover's employed physicians and the related support staff for Clover's in-home care program. Clover's administrative functions and insurance operations are primarily operated by its Clover Health, LLC and Clover Health Labs, LLC subsidiaries. For any information following the aforementioned paragraph, the Company will refer to its participation in ACO REACH Model or the Company's participation in the predecessor DC Model as ACO REACH Model henceforth. Clover's approach is to combine technology, data analytics, and preventive care to lower costs and increase the quality of health and life of Medicare beneficiaries. Clover's technology platform is designed to use machine learning-powered systems to deliver data and insights to physicians in order to improve outcomes for beneficiaries through the early identification and management of chronic disease and drive down costs. Clover's MA plans generally provide access to a wide network of primary care providers, specialists, and hospitals, enabling its members to see any doctor participating in Medicare willing to accept them. Clover focuses on minimizing members' out-of-pocket costs and offers many plans that allow members to pay the same co-pays for primary care provider visits regardless of whether their physician is in- or out-of-network. For additional information, see Note 1 included in the Company's Annual Report on Form 10-K for the year ended December 31, 2023 (the "2023 Form 10-K").

Net Loss per Share - Schedule of Antidilutive Securities Excluded from Diluted Net Loss Per Share (Details) - shares	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share (in shares)	105,867,358	113,522,643
Discontinued operations
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share (in shares)	24,790,836	25,698,628
RSUs \| Discontinued operations
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share (in shares)	49,186,140	57,742,605
PRSUs \| Discontinued operations
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share (in shares)	31,829,294	29,945,235
Stock options \| Discontinued operations
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share (in shares)	61,088	136,175
Options to purchase common stock
Antidilutive Securities Excluded from Computation of Earnings Per Share [Line Items]
Total anti-dilutive shares excluded from computation of net loss per share (in shares)	24,851,924	25,834,803

Operating Segments - Additional Information (Details)	3 Months Ended
Operating Segments - Additional Information (Details)	Mar. 31, 2024 segment
Segment Reporting [Abstract]
Number of reporting segments (in segments)	1

Unpaid Claims - Additional information (Details) $ in Thousands	3 Months Ended
	Mar. 31, 2024 USD ($)	Mar. 31, 2023 USD ($)	Dec. 31, 2023 USD ($)	Dec. 31, 2022 USD ($)
Short-duration Insurance Contracts, Discounted Liabilities [Line Items]
Unpaid claims	$ 239,483	$ 138,516	$ 137,100	$ 137,395
Incurred claims paid	73,292	104,581
Unfavorable (favorable) development	$ (17,647)	$ 804
Percentage of current year medical claims paid as a percent of current year net medical claims	0.304	0.615
Insurance Operations
Short-duration Insurance Contracts, Discounted Liabilities [Line Items]
Unpaid claims	$ 239,500

Discontinued Operations - Restructuring Costs (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Dec. 31, 2023
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Restructuring Reserve	$ 3,797	$ 5,171
Charges	353
Cash payments	(1,727)
Total cumulative costs incurred as of March 31, 2024	10,174
ACO REACH
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Restructuring Reserve	297	110
Charges	297
Cash payments	(110)
Total cumulative costs incurred as of March 31, 2024	407
Employee termination benefits
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Restructuring Reserve	547	1,781
Charges	0
Cash payments	(1,234)
Total cumulative costs incurred as of March 31, 2024	4,795
Employee termination benefits \| ACO REACH
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Restructuring Reserve	0	110
Charges	0
Cash payments	(110)
Total cumulative costs incurred as of March 31, 2024	110
Vendor related costs
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Restructuring Reserve	3,250	3,390
Charges	349
Cash payments	(489)
Total cumulative costs incurred as of March 31, 2024	5,288
Vendor related costs \| ACO REACH
Income Statement, Balance Sheet and Additional Disclosures by Disposal Groups, Including Discontinued Operations [Line Items]
Restructuring Reserve	297	$ 0
Charges	297
Cash payments	0
Total cumulative costs incurred as of March 31, 2024	$ 297

Employee Benefit Plans - Schedule of Total RSUs Activity (Details) - RSUs	3 Months Ended
	Mar. 31, 2024 $ / shares shares
Number of shares
Beginning balance (in shares) \| shares	56,928,405
Granted (in shares) \| shares	7,124,716
Released (in shares) \| shares	(10,371,186)
Forfeited (in shares) \| shares	(4,495,795)
Ending balance (in shares) \| shares	49,186,140
Weighted-average grant date fair value per share
Outstanding at beginning of period (in dollars per share) \| $ / shares	$ 4.28
Granted (in dollars per share) \| $ / shares	0.92
Released (in dollars per share) \| $ / shares	6.45
Forfeited (in dollars per share) \| $ / shares	2.28
Outstanding at end of period (in dollars per share) \| $ / shares	$ 3.52

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN CONVERTIBLE PREFERRED STOCK AND STOCKHOLDERS' EQUITY (Unaudited) - USD ($) $ in Thousands	Total	Previously Reported	Change in accounting policy	Treasury Stock	Treasury Stock Previously Reported	Additional paid-in capital	Additional paid-in capital Previously Reported	Accumulated deficit	Accumulated deficit Previously Reported	Accumulated deficit Change in accounting policy	Accumulated other comprehensive income (loss)	Accumulated other comprehensive income (loss) Previously Reported	Common Class A	Common Class A Common stock	Common Class A Common stock Previously Reported	Common Class A Common stock RSUs	Common Class B	Common Class B Common stock	Common Class B Common stock Previously Reported	Common Class B Common stock RSUs
Beginning balance (in shares) at Dec. 31, 2022														383,998,718	383,998,718			94,394,852	94,394,852
Beginning balance (in shares) at Dec. 31, 2022				2,072,752	2,072,752
Beginning balance at Dec. 31, 2022	$ 356,887	$ 347,738	$ 9,149	$ (6,509)	$ (6,509)	$ 2,319,157	$ 2,319,157	$ (1,946,433)	$ (1,955,582)	$ 9,149	$ (9,374)	$ (9,374)		$ 37	$ 37			$ 9	$ 9
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issuance for exercise of stock options, net of early exercise liability (in shares)														1,240
Stock issuance for exercise of stock options, net of early exercise liability	848					848
Stock-based compensation	38,617					38,617
Vested restricted stock units (in shares)																5,390,973				1,773,104
Unrealized holdings gain on investment securities, available for sale	2,343										2,343
Conversion from Class B Common Stock to Class A Common Stock (in shares)														7,672,463				(7,672,463)
Treasury stock acquired (in shares)				2,933,721										(2,933,721)
Treasury stock acquired	(2,982)			$ (2,982)
Net loss	(72,606)							(72,606)
Ending balance (in shares) at Mar. 31, 2023														394,129,673				88,495,493
Ending balance (in shares) at Mar. 31, 2023				5,006,473
Ending balance at Mar. 31, 2023	$ 323,107			$ (9,491)		2,358,622		(2,019,039)			(7,031)			$ 37				$ 9
Beginning balance (in shares) at Dec. 31, 2023													401,183,882		401,183,882		87,867,732		87,867,732
Beginning balance (in shares) at Dec. 31, 2023	7,912,750				7,912,750
Beginning balance at Dec. 31, 2023	$ 286,394	$ 286,394			$ (12,729)		$ 2,461,238		$ (2,159,794)			$ (2,370)			$ 40				$ 9
Increase (Decrease) in Stockholders' Equity [Roll Forward]
Stock issuance for exercise of stock options, net of early exercise liability (in shares)														83
Stock issuance for exercise of stock options, net of early exercise liability	0
Stock-based compensation	28,798					28,798
Vested restricted stock units (in shares)																8,672,362				1,781,633
Vested restricted stock units	1													$ 1
Unrealized holdings gain on investment securities, available for sale	(190)										(190)
Conversion from Class B Common Stock to Class A Common Stock	0
Treasury stock acquired (in shares)				3,700,995										(3,700,995)
Treasury stock acquired	(3,359)			$ (3,359)
Issuance of Common Stock under Employee Stock Purchase Plan	0
Net loss	$ (19,170)							(19,170)
Ending balance (in shares) at Mar. 31, 2024													406,155,332	406,155,332			89,649,365	89,649,365
Ending balance (in shares) at Mar. 31, 2024	11,613,745			11,613,745
Ending balance at Mar. 31, 2024	$ 292,474			$ (16,088)		$ 2,490,036		$ (2,178,964)			$ (2,560)			$ 41				$ 9

Unpaid Claims - Schedule of Activity in the Liability for Unpaid Claims and Claims Adjustment Expense (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Liability for Unpaid Claims and Claims Adjustment Expense [Roll Forward]
Gross and net balance, beginning of period	$ 137,100	$ 137,395
Incurred related to:
Current year	277,871	272,258
Prior years	(17,647)	804
Total incurred	260,224	273,062
Paid related to:
Current year	84,549	167,360
Prior years	73,292	104,581
Total paid	157,841	271,941
Gross and net balance, end of period	239,483	138,516
Unpaid claims	$ 239,483	$ 138,516

Discontinued Operations

3 Months Ended

Mar. 31, 2024

Discontinued Operations and Disposal Groups [Abstract]

Discontinued Operations

On December 1, 2023, the Company notified CMS that it would no longer participate as a REACH ACO in connection with the 2024 performance year. The Company’s exit from the ACO REACH Program was made after the Company determined that it is in its best interest to fully exit the ACO REACH Program starting with the 2024 performance year, and follows the Company's November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023. The nature of the remaining activities relate to the settlement with CMS related to prior performance years which is expected to be completed during the second half of 2024.

A summary of the results from discontinued operations included in the Condensed Consolidated Statements of Operations and Comprehensive Loss follows:


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Revenues:
Non-Insurance revenue	$	6,824	$	205,783
Total revenues	6,824		205,783

Operating Expenses:
Net medical claims incurred	$	2,235	$	197,701
General and administrative expenses	292		990
Restructuring costs	297		—
Total operating expenses	$	2,824	$	198,691
Gain from operations	4,000		7,092
Net income	$	4,000	$	7,092

A summary of the carrying amounts of major assets and liabilities, which were classified as held for settlement in the Condensed Consolidated Balance Sheets, follows:


	March 31, 2024		December 31, 2023
	(in thousands)
Assets(1)
Cash and cash equivalents	$	—	$	6,456
Surety bond and deposits	—		55,089
Non-Insurance receivable	10,926		10,926
Total assets	$	10,926	$	72,471

Liabilities(1)
Unpaid claims	$	858	$	2,856
Accounts payable and accrued expenses	297		—
Accrued salaries and benefits	—		110
Non-Insurance performance year obligation, current	9,657		15,568
Non-Insurance payable	39,810		41,565
Total liabilities	$	50,622	$	60,099

A summary of cash flows from discontinued operations included in the Condensed Consolidated Statements of Cash Flows follows:


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Net cash (used in) provided by operating activities	$	(8,019)	$	17,109

Performance guarantees

Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS. As a result of the Company's participation in the ACO REACH Model, the Company determined that it was making a performance guarantee with respect to providers under the Non-Insurance arrangement that should be recognized in the financial statements. The performance guarantee identified relates to the Company guaranteeing the performance of the third-party medical providers. Thus, the contract with CMS is accounted for as a performance guarantee under ASC 460-Guarantees. At the inception of the performance year, the Company measures and recognizes the performance guarantee receivable and obligation, issued in this standalone arm's length transaction, using the practical expedient to fair value as set forth in ASC 460-10-30-2(a). The Company estimates the annualized benchmark, which is the amount recognized in both the Non-Insurance performance year receivable and the Non-Insurance performance year obligation, current. This is consistent with ASC 460-10-25-4, which provides that a guarantor shall recognize in its statement of financial position a liability for that guarantee. In addition, when the guarantee is issued in a standalone transaction for a premium, the offsetting entry should be considered received (such as cash or a receivable) according to ASC 460-10-25-4. Thus the Company recognizes the Non-Insurance performance year receivable on its balance sheets.

To subsequently measure and recognize the performance guarantee, the Company follows ASC 460-10-35-2(b) and applies a systematic and rational approach to reflect its release from risk. Under this approach, the Company amortizes on a straight-line basis over the performance year, the obligation. The Company has determined this systematic and rational method is appropriate, as it matches the period in which the guarantee is fulfilled. In addition, ASC 460-10-35-2 provides further guidance on the subsequent measurement related to the Company's performance guarantee. Per ASC 460-10-35-2, depending on the nature of the guarantee, the guarantor's release from risk typically can be recognized over the term of the guarantee using one of three methods: (1) upon expiration or settlement, (2) by systematic or rational amortization, or (3) as the fair value of the guarantee changes. The Company has determined that method (2) is the appropriate method of recognition as discussed above.

With respect to each performance year in which the ACO is a participant, the final consideration due to the ACO from CMS ("shared savings") or the consideration due to CMS from the ACO ("shared loss") is reconciled in the subsequent years following the performance year. The shared savings or loss is measured periodically and will be applied to the Non-Insurance performance obligation, current or Non-Insurance performance receivable if the Company is in a probable loss position or probable savings position, respectively. The ACO has entered into an agreement with CMS and a third-party to cover the financial threshold determined by CMS.

In April 2021, the Company began participating in the Global and Professional Direct Contracting of the Centers for Medicare & Medicaid Services ("CMS"), which utilizes a structured model intended to reduce expenditures and preserve or enhance quality of care for people with Medicare fee-for-service ("FFS"). CMS rebranded the DC Model and renamed the model the ACO Realizing Equity, Access, and Community Health (REACH) Model ("ACO REACH Model") effective January 1, 2023. As a participating entity in the DC Model, referred to as the ACO REACH Model at January 1, 2023, with a global risk arrangement, the Company assumed the responsibility of guaranteeing the performance of its care network. The ACO REACH Model is intended to reduce administrative burden and support a focus on complex, chronically ill patients. On December 1, 2023, the Company notified CMS that it will no longer participate as a REACH ACO in connection with the 2024 performance year. The Company’s exit from the ACO REACH Program was made after the Company determined that it is in the Company's best interest to fully exit the ACO REACH Program, and follows its November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023.

Certain of the Company's arrangements with third-party providers require it to guarantee the performance of its care network to CMS, which, if not obtained, could potentially result in payment to CMS. The Non-Insurance performance year obligation and receivable are amortized on a straight-line basis for the amount that represents the completed performance. The Company is unable to estimate the maximum potential amount of future payments under the guarantee. This is attributable to the stop-loss arrangement and the corridors (tiered levels) in the arrangement. A certain percentage of these arrangements will still be the responsibility of the Company, in addition to a number of variables that are not reasonable for the Company to estimate, such as, but not limited to, risk ratings and benchmark trends that have an inestimable impact on the estimate of future payments.

For additional information, see Note 2 (Summary of Significant Accounting Policies) and Note 20 (Non-Insurance) in the 2023 Form 10-K.

The tables below include the financial statement impacts of the performance guarantee:


	March 31, 2024		December 31, 2023
	(in thousands)

Non-Insurance performance year obligation (1)	$	9,657	$	15,568
(1) This obligation represents the consideration due to providers, net of the shared savings or loss for the period and amortization of the liability.


	Three Months Ended March 31,
	2024		2023
	(in thousands)
Amortization of the Non-Insurance performance year receivable	$	—	$	(184,207)
Amortization of the Non-Insurance performance year obligation	—		184,207

Non-Insurance revenue	$	6,824	$	205,783

Restructuring Activities

Restructuring related expenses, which are recorded within Restructuring costs on the Condensed Consolidated Statements of Operations, include employee termination benefits, vendor costs associated with restructuring activities, and other costs associated with the business transformation initiatives. Restructuring costs are determined based on estimates, which are prepared at the time the restructuring actions are approved by management and are periodically reviewed and updated for changes in estimates. The Company applies the provisions of ASC 420, Exit or Disposal Cost Obligations ("ASC 420") as these costs meet the criteria of a one-time benefit. Under ASC 420-10, the Company establishes a liability for a cost associated with an exit or disposal activity, including employee termination benefits and other restructuring related costs, when the liability is incurred, rather than at the date that the Company commits to an exit plan. At each reporting date, there is an evaluation of the liability to ensure the amount is still appropriate.

On December 1, 2023, the Company notified CMS that it will no longer participate as a REACH ACO in connection with the 2024 performance year. The Company’s exit from the ACO REACH Program was made after the Company determined that it is in its best interest to fully exit the ACO REACH Program, and follows the Company's November 2022 announcement of a strategic reduction in the number of ACO REACH participating physicians in 2023. The Company incurred costs related to not continuing with the program, which consisted of employee termination benefits and are accounted for as exit and disposal costs and recorded pursuant to ASC 420, Exit or Disposal Cost Obligations. For those costs determined to be one-time termination benefits the Company established a liability for the restructuring related expenses when the plan was established, the remaining costs will be expensed as incurred.

The Restructuring costs are presented in the Company's Condensed Consolidated Statements of Operations and Comprehensive Loss, which were as follows:

ACO REACH


	Employee Termination Benefits		Vendor related costs		Total
	(in thousands)
Liability as of December 31, 2023	$	110	$	—	$	110
Charges	—		297		297
Cash payments	(110)		—		(110)
Liability as of March 31, 2024	$	—	$	297	$	297
Total cumulative costs incurred as of March 31, 2024	$	110	$	297	$	407

Employee Benefit Plans - Schedule of Assumptions to Estimate Fair Value of PRSUs on Weighted Average Basis (Details) - PRSUs	12 Months Ended
	Dec. 31, 2021
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Expected volatility	40.70%
Risk-free interest rate	0.50%
Dividend yield	0.00%

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS (Unaudited) (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Income Statement [Abstract]
Ceded premiums	$ 101	$ 122

Investment Securities -Schedule of Proceeds from Sales and Maturities of Investment Securities (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Investments, Debt and Equity Securities [Abstract]
Proceeds from sales of investment securities	$ 0	$ 15,001
Proceeds from maturities of investment securities	33,735	63,324
Gross realized gains	0	0
Gross realized losses	0	0
Net realized gains (losses)	$ 0	$ 0

Fair Value Measurements

3 Months Ended

Mar. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

The following tables present a summary of fair value measurements for financial instruments at March 31, 2024 and December 31, 2023, respectively:


March 31, 2024	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	135,364	$	—	$	135,364
Corporate debt securities	—		77,944		—		77,944
Other	1,881		—		—		1,881
Warrants receivable	—		—		814		814
Total assets at fair value	$	1,881	$	213,308	$	814	$	216,003


December 31, 2023	Level 1		Level 2		Level 3		Total fair value
	(in thousands)
U.S. government and government agencies	$	—	$	123,714	$	—	$	123,714
Corporate debt securities	—		95,343		—		95,343
Other	1,853		—		—		1,853
Warrants receivable	—		—		814		814
Total assets at fair value	$	1,853	$	219,057	$	814	$	221,724

The changes in balances of Clover's Level 3 financial assets and liabilities during the three months ended March 31, 2024 were as follows:


	Warrants receivable		Total
	(in thousands)












Balance, December 31, 2023	$	814	$	814
Receipts	—		—
Settlements	—		—
Transfers in	—		—
Transfers out	—		—

Total unrealized losses (gains)	—		—
Balance, March 31, 2024	$	814	$	814

There were no transfers in or out of Level 3 financial assets or liabilities for the three months ended March 31, 2024 or March 31, 2023.

Private Warrants

At March 31, 2024, the Company had exercisable private warrants which were embedded in several agreements as derivatives. These private warrants were accounted for as assets in accordance with ASC 815-40 and are presented within Other assets, non-current on the Unaudited Condensed Consolidated Balance Sheets. The warrant assets are measured at fair value at inception and on a recurring basis until redeemed, with changes in fair value presented within Change in fair value of warrants within the Unaudited Condensed Consolidated Statements of Operations and Comprehensive Loss. These private warrants were classified within Level 3 due to the subjectivity and use of estimates in the calculation of their fair value. These warrants at measurement date, December 31, 2023, were assessed to have a fair value of $0.8 million, with no other activity for the three months ended March 31, 2024. The Company reassesses the fair values of the warrants based on updated estimates and for the three months ended March 31, 2024 there were no unrealized gains or losses recognized.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References + Details

Variable Interest Entity and Equity Method of Accounting	3 Months Ended
	Mar. 31, 2024
Equity Method Investments and Joint Ventures [Abstract]
Variable Interest Entity and Equity Method of Accounting	Variable Interest Entity and Equity Method of Accounting On February 4, 2022, Character Biosciences, Inc. (f/k/a Clover Therapeutics Company) ("Character Biosciences"), an affiliate of the Company, completed a private capital transaction in which it raised $17.9 million from the issuance of 16,210,602 shares of its preferred stock. Upon completion of the transaction, the Company owned approximately 25.46% of Character Biosciences. As a result, the Company reassessed its interest in Character Biosciences and determined that while Character Biosciences is a VIE, the Company is not considered the primary beneficiary of the VIE because it does not have the power, through voting or similar rights and the license agreements, to direct the activities of Character Biosciences that most significantly impact Character Biosciences' economic performance. On January 23, 2023, Character Biosciences, completed a second private capital transaction in which it raised additional capital from the issuance of additional shares of its preferred stock. Upon completion of this transaction, the Company's ownership percentage in Character Biosciences decreased to 23.92%. The Company determined that it does have a significant influence over Character Biosciences and, therefore, it began accounting for its common stock investment in Character Biosciences using the equity method on February 4, 2022. The Company derecognized all of Character Biosciences' assets and liabilities from its balance sheet and its noncontrolling interest related to Character Biosciences, and recognized the retained common stock and preferred stock equity interests at fair values of $3.7 million and $4.9 million, respectively, which are included in Equity method investment and Other assets, non-current on the Condensed Consolidated Balance Sheets. For the year ended December 31, 2022, the Company recognized a gain on investment of $9.2 million which is included within Loss (gain) on investment on the audited Consolidated Statements of Operations and Comprehensive Loss. For the year ended December 31, 2023, the Company recognized a loss on investment of $4.7 million. As the Company applies the equity method to account for its common stock interest in Character Biosciences, the initial value of the investment is adjusted periodically to recognize (i) the proportionate share of the investee's net income or losses after the date of investment, (ii) additional contributions made and dividends or distributions received, and (iii) impairment losses resulting from adjustments to net realizable value. The Company eliminates all intercompany transactions in accounting for equity method investments and records the proportionate share of the investee's net income or loss in equity within gain on investment on the audited Consolidated Statements of Operations and Comprehensive Loss. In accordance with ASC 323, the Company recognized the proportionate share of Character Bioscience's net loss up to the investment carrying amount. As a result the Company recognized a shared loss of $0.5 million and zero for the three months ended March 31, 2024 and 2023.

Fair Value Measurements - Schedule of Changes in Balances of Level 3 Financial Liabilities (Details)	3 Months Ended
	Mar. 31, 2024 USD ($)
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Total unrealized losses (gains)	$ 0
Fair Value, Asset, Recurring Basis, Still Held, Unrealized Gain (Loss), Statement of Income or Comprehensive Income [Extensible Enumeration]	Gain (loss) on investments
Level 3
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	$ 814,000
Receipts	0
Settlements	0
Transfers in	0
Transfers out	0
Total unrealized losses (gains)	0
Ending balance	814,000
Level 3 \| Warrants receivable
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation, Calculation [Roll Forward]
Beginning balance	814,000
Receipts	0
Settlements	0
Transfers in	0
Transfers out	0
Total unrealized losses (gains)	0
Ending balance	$ 814,000

Fair Value Measurements - Additional Information (Details) - USD ($)	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total unrealized losses (gains)	$ 0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Financial asset or liabilities transfer in and out	0	$ 0
Total unrealized losses (gains)	$ 0
Level 3 \| Private warrants
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrants receivable			$ 800,000

Employee Benefit Plans - Schedule of Stock-Based Compensation Cost (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023
Stock options
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	$ 618	$ 1,341
RSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	20,917	21,000
PRSUs
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	7,213	16,195
ESPP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Total compensation cost recognized for stock-based compensation plans	$ 50	$ 81

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Insider Trading Arrangements	3 Months Ended
Insider Trading Arrangements	Mar. 31, 2024
Trading Arrangements, by Individual
Rule 10b5-1 Arrangement Adopted	false
Non-Rule 10b5-1 Arrangement Adopted	false
Rule 10b5-1 Arrangement Terminated	false
Non-Rule 10b5-1 Arrangement Terminated	false

Stockholders' Equity and Convertible Preferred Stock (Details)	3 Months Ended
	Mar. 31, 2024 vote $ / shares shares	Dec. 31, 2023 shares
Class of Stock [Line Items]
Treasury stock, shares held (in shares)	11,613,745	7,912,750
Preferred stock, shares authorized (in shares)	25,000,000
Preferred stock par value, (in dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares issued (in shares)	0
Preferred stock, shares outstanding (in shares)	0
Common Class A
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	2,500,000,000	2,500,000,000
Common stock, shares, issued (in shares)	406,155,332	401,183,882
Common stock, shares, outstanding (in shares)	406,155,332	401,183,882
Common stock, number of voting rights per share (in votes) \| vote	1
Common Class B
Class of Stock [Line Items]
Common stock, shares authorized (in shares)	500,000,000	500,000,000
Common stock, shares, issued (in shares)	89,649,365	87,867,732
Common stock, shares, outstanding (in shares)	89,649,365	87,867,732
Common stock, number of voting rights per share (in votes) \| vote	10

Operating Segments

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Operating Segments

Starting in 2024, the Company manages its operations based on one reportable operating segment: Insurance. Through the Insurance segment, the Company provides PPO and HMO plans to Medicare Advantage members in several states. These segment groupings are consistent with information used by the Chief Executive Officer, the Company's CODM, to assess performance and allocate resources.

The operations of the Company are organized into the following one segment:

•Insurance Segment includes operations related to the Company's MA plans, which generally provide access to a wide network of primary care providers, specialists, and hospitals.

Corporate/Other includes other clinical services not included in Medicare Advantage and all other corporate overhead. Clinical services is comprised of Clover Home Care and other clinical services that are offered to eligible beneficiaries.

The table below summarizes the Company's results by operating segment:


	Insurance		Corporate/Other		Eliminations		Consolidated Total
Three months ended March 31, 2024	(in thousands)
Premiums earned, net (net of ceded premiums of $101)	$	341,722	$	—	$	—	$	341,722
Other income	3,727		15,681		(14,208)		5,200
Intersegment revenues	—		48,465		(48,465)		—
Net medical claims incurred	266,076		4,938		(5,852)		265,162
Gross profit (loss)	$	79,373	$	59,208	$	(56,821)	$	81,760

Total assets	$	498,360	$	838,045	$	(664,635)	$	671,770


	Insurance		Corporate/Other		Eliminations		Consolidated Total
Three months ended March 31, 2023	(in thousands)
Premiums earned, net (net of ceded premiums of $122)	$	317,086	$	—	$	—	$	317,086
Other income	1,839		17,738		(14,671)		4,906
Intersegment revenues	—		23,231		(23,231)		—
Net medical claims incurred	274,504		3,448		(3,163)		274,789
Gross profit (loss)	$	44,421	$	37,521	$	(34,739)	$	47,203

Total assets	$	467,392	$	936,903	$	(666,810)	$	737,485

A reconciliation of the reportable segments' gross profit to the Net loss from continuing operations included in the Condensed Consolidated Statements of Operations and Comprehensive Loss is as follows:


Three Months Ended March 31,	2024		2023
	(in thousands)
Gross profit	$	81,760	$	47,203

Salaries and benefits	59,223		68,981
General and administrative expenses	44,569		57,644
Premium deficiency reserve benefit	—		(1,810)
Depreciation and amortization	318		279
Restructuring costs	353		1,807
Loss (gain) on investment	467		—
Net loss from continuing operations	$	(23,170)	$	(79,698)

- Definition

The entire disclosure for reporting segments including data and tables. Reportable segments include those that meet any of the following quantitative thresholds a) it's reported revenue, including sales to external customers and intersegment sales or transfers is 10 percent or more of the combined revenue, internal and external, of all operating segments b) the absolute amount of its reported profit or loss is 10 percent or more of the greater, in absolute amount of 1) the combined reported profit of all operating segments that did not report a loss or 2) the combined reported loss of all operating segments that did report a loss c) its assets are 10 percent or more of the combined assets of all operating segments.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 22
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-22

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 15
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-15

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 31
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-31

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 42
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-42

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 40
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-40

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org//280/tableOfContent

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 26
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-26

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 34
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-34

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 41
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-41

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-21

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 280
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 32
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147482810/280-10-50-32

+ Details

Fair Value Measurements - Schedule of Fair Value Measurements for Items (Details) - USD ($) $ in Thousands	Mar. 31, 2024	Dec. 31, 2023
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets at fair value	$ 216,003	$ 221,724
Warrants receivable
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrants receivable	814	814
U.S. government and government agencies
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	135,364	123,714
Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	77,944	95,343
Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	1,881	1,853
Level 1
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets at fair value	1,881	1,853
Level 1 \| Warrants receivable
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrants receivable	0	0
Level 1 \| U.S. government and government agencies
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	0	0
Level 1 \| Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	0	0
Level 1 \| Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	1,881	1,853
Level 2
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets at fair value	213,308	219,057
Level 2 \| Warrants receivable
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrants receivable	0	0
Level 2 \| U.S. government and government agencies
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	135,364	123,714
Level 2 \| Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	77,944	95,343
Level 2 \| Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	0	0
Level 3
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Total assets at fair value	814	814
Level 3 \| Warrants receivable
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Warrants receivable	814	814
Level 3 \| U.S. government and government agencies
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	0	0
Level 3 \| Corporate debt securities
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	0	0
Level 3 \| Other
Fair Value, Balance Sheet Grouping, Financial Statement Captions [Line Items]
Debt securities	$ 0	$ 0

Employee Benefit Plans

3 Months Ended

Mar. 31, 2024

Share-Based Payment Arrangement [Abstract]

Employee Benefit Plans

Employee Savings Plan

The Company has a defined contribution retirement savings plan (the "401(k) Plan") covering eligible employees, which includes safe harbor matching contributions based on the amount of employees' contributions to the 401(k) Plan. The Company contributes to the 401(k) Plan annually 100.0% of the first 4.0% compensation that is contributed by the employee up to 4.0% of eligible annual compensation after one year of service. The Company's service contributions to the 401(k) Plan amounted to approximately $0.5 million and $0.5 million for the three months ended March 31, 2024 and 2023, respectively, and are included within Salaries and benefits on the Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company's cash match is invested pursuant to the participant's contribution direction. Employer contributions are immediately 100.0% vested.

Stock-based Compensation

The Company's 2020 Equity Incentive Plan (the "2020 Plan") provides for grants of restricted stocks units ("RSUs"), performance-based restricted stock units ("PRSUs") and stock options to acquire shares of the Company's common stock, to employees, directors, officers, and non-employee consultants of the Company and its affiliates, and the Company's 2020 Management Incentive Plan (the "2020 MIP") provides for grants of RSUs and PRSUs to the Company's Executive Chair and CEO. During the year ended December 31, 2021, the Company approved the 2020 Plan and the 2020 MIP, and the Company's 2014 Equity Incentive Plan (the "2014 Plan") was terminated. When the 2014 Plan was terminated, the outstanding awards previously granted thereunder were assumed by the Company, and no new awards are available for grant under the 2014 Plan. Shares that are expired, terminated, surrendered, or canceled under the 2014 Plan without having been fully exercised are available for awards under the 2020 Plan. On March 9, 2022, the Board adopted the Company's 2022 Inducement Award Plan (the "Inducement Plan" and, collectively with the 2020 Plan, the 2020 MIP, and the 2014 Plan, the "Plans") without stockholder approval in accordance with Nasdaq Listing Rules. Under the Inducement Plan, the Company may grant non-qualified stock options, RSUs, stock appreciation rights, and other stock or cash-based awards to an employee in connection with his or her commencement of employment, or following a bona fide period of non-employment, with the Company or an affiliate.

The 2020 Plan has an evergreen provision that requires the number of shares available for issuance under the plan to be increased on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the last day of the 2024 fiscal year, in each case, in an amount equal to the lesser of (i) seven percent (7%) of the outstanding shares of Class A common Stock on the last day of the immediately preceding fiscal year and (ii) such number of shares of Class A common Stock determined by the Board; provided that for each fiscal year beginning with the 2025 fiscal year through the fiscal year that includes the expiration date of the plan, each such increase shall be reduced to the lesser of five percent (5%) of the outstanding shares of Class A common Stock on the last day of the immediately preceding fiscal year or such number of shares as determined by the Board.


March 31, 2024	Shares Authorized Under Plans	Shares Outstanding Under Plans	Shares Remaining Under Plans
2014 Plan	54,402,264	23,977,273	N/A
2020 Plan	86,604,581	45,291,944	22,392,308
2020 MIP	33,426,983	23,398,889	—
Inducement Plan	11,000,000	2,452,449	4,228,753

The Plans are administered by the Talent and Compensation Committee of the Board (the "Compensation Committee"). Stock options granted under the Plans are subject to the terms and conditions described in the applicable Plan and the applicable stock option grant agreement. The exercise prices, vesting, and other restrictions applicable to the stock options are determined at the discretion of the Compensation Committee, except that the exercise price per share of incentive stock options may not be less than 100.0% of the fair market value of a share of common stock on the date of grant. Stock options awarded under the Plans expire 10 years after the grant date and generally vest over four or five years. The number of stock options granted is determined by dividing the approved grant date dollar value of an option by the Black Scholes option pricing value per share (as further discussed below). RSU awards are subject to the terms and conditions set forth in the Plans and the applicable RSU grant agreement. Vesting and other restrictions applicable to RSU awards are determined at the discretion of the Compensation Committee, but generally vest over one to four years from the date of the grant. The number of RSUs granted is determined by dividing the cash value of an RSU award by the average closing price of a share of the Company's Class A common stock over a specified period through the date of grant. The total estimated grant date fair value is amortized over the requisite service period.

The Company recorded Stock-based compensation expense for stock options, RSUs, and PRSUs granted under the Plans, and discounts offered in connection with the Company's 2020 Employee Stock Purchase Plan ("ESPP") of $28.8 million and $38.6 million during the three months ended March 31, 2024 and 2023, respectively, and such expenses are presented within Salaries and benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss.

Compensation cost presented within Salaries and benefits within the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss were as follows:


Three Months Ended March 31,	2024		2023
	(in thousands)
Stock options	$	618	$	1,341
RSUs	20,917		21,000
PRSUs	7,213		16,195
ESPP	50		81
Total compensation cost recognized for stock-based compensation plans	$	28,798	$	38,617

At March 31, 2024, there was approximately $421.0 million of unrecognized stock-based compensation expense related to unvested stock options, unvested RSUs, unvested PRSUs, and the ESPP, estimated to be recognized over a period of four years.

Stock Options

The Company did not grant stock options during the three months ended March 31, 2024 and 2023, respectively.

A summary of option activity under the 2020 Plan during the three months ended March 31, 2024, was as follows:


	Number of stock options	Weighted-average exercise price
Outstanding, January 1, 2024	952,900	$	8.88
Granted	—	—
Exercised	—	—
Forfeited	(78,180)	8.88
Outstanding, March 31, 2024	874,720	$	8.88

A summary of stock option activity under the 2014 Plan during the three months ended March 31, 2024, was as follows:


	Number of stock options	Weighted-average exercise price
Outstanding, January 1, 2024	24,041,753	$	1.45
Granted	—	—
Exercised	83	0.84
Forfeited	(64,632)	2.37
Outstanding, March 31, 2024	23,977,204	$	1.45

At March 31, 2024, outstanding stock options, substantially all of which are expected to vest, had an aggregate intrinsic value of less than $0.1 million, and a weighted-average remaining contractual term of four years. At March 31, 2024, there were 23,752,137 options exercisable under the Plan, with an aggregate intrinsic value of less than $0.1 million, a weighted-average exercise price of $2.86 per share, and a weighted-average remaining contractual term of 5.15 years. The total value of stock options exercised during the three months ended March 31, 2024 and 2023 was none. Cash received from stock option exercises during the three months ended March 31, 2024 and 2023 totaled none.

Restricted Stock Units

A summary of total RSU activity is presented below:


	Number of RSUs	Weighted-average grant date fair value per share
Outstanding, January 1, 2024	56,928,405	$	4.28
Granted during 2024	7,124,716	0.92
Released	(10,371,186)	6.45
Forfeited	(4,495,795)	2.28
Outstanding, March 31, 2024	49,186,140	$	3.52

Performance Restricted Stock Units

The Company has granted PRSUs to certain executives and key employees, which become eligible to vest based on achievement of certain Company or individual performance milestones (“Non-Market PRSUs”) and certain Company stock price targets (“Market PRSUs”), each as determined by the Compensation Committee. Market PRSUs will vest if prior to the vesting date the average closing price of one share of the Company's common stock for 90 consecutive days equals or exceeds a specified price. The expense referenced above is mainly attributable to Market PRSUs that vest based on pre-established milestones that primarily consist of the volume-weighted average stock closing price ranging from $20 to $30 for 90 consecutive days. The grant date fair value of the Non-Market PRSUs was based on the closing price of the Company’s Class A common stock and recognized as expense over the requisite performance period under the accelerated attribution method and is adjusted in future periods for the success or failure to achieve the specified performance condition. The grant date fair value of the Market PRSUs was determined using a Monte Carlo simulation model that incorporated multiple valuation assumptions, including the probability of achieving the specified market condition. Expense for Market PRSUs is recognized over the derived service period under the accelerated attribution method and is not adjusted in future periods for the success or failure to achieve the specified market condition.

The assumptions that the Company used in the Monte Carlo model to determine the grant date fair value of Market PRSUs granted for the year ended December 31, 2021, were as follows:


Year ended December 31, 2021
Expected volatility (1)	40.7	%
Risk-free interest rate (2)	0.5
Dividend yield (3)	—

(1) Expected volatility is based on a blend of peer group company historical data adjusted for the Company's leverage.

(2) Risk-free interest rate based on U.S. Treasury yields with a term equal to the remaining Performance Period as of the grant date.

(3) Dividend yield was assumed to be zero as the Company does not anticipate paying dividends.

At March 31, 2024, the market condition component of these PRSUs has not been met, so the awards have not been earned. This expense represents most of the PRSU expense recognized for the three months ended March 31, 2024 related to stock-based compensation plans which is presented within Salaries and benefits in the accompanying Condensed Consolidated Statements of Operations and Comprehensive Loss. The Company has also determined the requisite service period for the PRSUs with multiple performance conditions to be the longest of the explicit, implicit, or derived service period for each tranche.

A summary of PRSU activity is presented below:


	Number of PRSUs	Weighted-average grant date fair value per share
Non-vested, January 1, 2024	32,131,532	$	8.36
Granted during 2024	—	—
Vested	(11,857)	8.85
Forfeited	(290,381)	1.59
Non-vested at March 31, 2024	31,829,294	$	8.43

At March 31, 2024, there was $31.0 million of unrecognized share-based compensation expense related to PRSUs, which is expected to be recognized over a period of four years.

2020 Employee Stock Purchase Plan

On January 6, 2021, the Board adopted and the Company's stockholders approved the ESPP, which permits eligible employees and service providers of either the Company or designated related companies and affiliates to contribute up to 15% of their eligible compensation during defined offering periods to purchase shares of the Company’s Class A common stock at a 15% discount from the fair market value of the common stock as determined on specific dates at specific intervals. Subject to adjustments provided in the ESPP that are discussed below, the maximum number of shares of common stock that may be purchased under the ESPP is 14,163,863 shares, and the maximum number of shares that may be purchased on any single purchase date by any one participant is 5,000 shares. At March 31, 2024, 13,078,532 shares of Class A common stock were available for issuance under the ESPP.

The ESPP includes an evergreen provision that limits the maximum number of shares of Class A common stock that may be issued under the plan, to 2,785,582 shares, plus the number of shares of Class A common stock that are automatically added on the first day of each fiscal year beginning with the 2022 fiscal year and ending on (and including) the first day of the 2030 fiscal year, in an amount equal to the lesser of (i) one percent (1%) of the total number of shares of Class A common stock outstanding on the last day of the calendar month prior to the date of such automatic increase, and (ii) such number of shares of Class A common stock as determined by the Board; provided that the maximum number of shares of Class A common stock reserved under the ESPP shall not exceed 10.0% of the total outstanding capital stock of the Company (inclusive of the shares reserved under the ESPP) as of January 7, 2021, on an as-converted basis.

The assumptions that the Company used in the Black-Scholes option-pricing model to determine the fair value of the purchase rights under the ESPP for the most recent offering period, is as follows:


Offering period from November 23, 2023 to May 21, 2024
Weighted-average risk-free interest rate	5.5	%
Expected term (in years)	0.50
Expected volatility	82.3	%

Operating Segments (Tables)

3 Months Ended

Mar. 31, 2024

Segment Reporting [Abstract]

Schedule of Segment Reporting Information, by Segment

The table below summarizes the Company's results by operating segment:


	Insurance		Corporate/Other		Eliminations		Consolidated Total
Three months ended March 31, 2024	(in thousands)
Premiums earned, net (net of ceded premiums of $101)	$	341,722	$	—	$	—	$	341,722
Other income	3,727		15,681		(14,208)		5,200
Intersegment revenues	—		48,465		(48,465)		—
Net medical claims incurred	266,076		4,938		(5,852)		265,162
Gross profit (loss)	$	79,373	$	59,208	$	(56,821)	$	81,760

Total assets	$	498,360	$	838,045	$	(664,635)	$	671,770


	Insurance		Corporate/Other		Eliminations		Consolidated Total
Three months ended March 31, 2023	(in thousands)
Premiums earned, net (net of ceded premiums of $122)	$	317,086	$	—	$	—	$	317,086
Other income	1,839		17,738		(14,671)		4,906
Intersegment revenues	—		23,231		(23,231)		—
Net medical claims incurred	274,504		3,448		(3,163)		274,789
Gross profit (loss)	$	44,421	$	37,521	$	(34,739)	$	47,203

Total assets	$	467,392	$	936,903	$	(666,810)	$	737,485

Schedule of Reconciliation of Revenue from Segments to Consolidated


Three Months Ended March 31,	2024		2023
	(in thousands)
Gross profit	$	81,760	$	47,203

Salaries and benefits	59,223		68,981
General and administrative expenses	44,569		57,644
Premium deficiency reserve benefit	—		(1,810)
Depreciation and amortization	318		279
Restructuring costs	353		1,807
Loss (gain) on investment	467		—
Net loss from continuing operations	$	(23,170)	$	(79,698)

Related Party Transactions	3 Months Ended
Related Party Transactions	Mar. 31, 2024
Related Party Transactions [Abstract]
Related Party Transactions	Related Party Transactions Related party agreements The Company has various contracts with IJKG Opco LLC (d/b/a CarePoint Health - Bayonne Medical Center), Hudson Hospital Opco, LLC (d/b/a CarePoint Health - Christ Hospital) and Hoboken University Medical Center Opco LLC (d/b/a CarePoint Health - Hoboken University Medical Center), which collectively do business as the CarePoint Health System ("CarePoint Health"), for the provision of inpatient and hospital-based outpatient services. CarePoint Health was ultimately held and controlled by Vivek Garipalli, the Company's Executive Chairman and a significant stockholder of the Company. In May 2022, Mr. Garipalli and his family completed a donation of their interest in CarePoint Health to a non-profit organization called CarePoint Health Systems, Inc. Following the donation, Mr. Garipalli has remained a Manager of Hudson Hospital Propco, LLC, an affiliate of Hudson Hospital Opco, LLC. Additionally, certain affiliates of Mr. Garipalli are owed certain money from CarePoint Health for prior obligations, and Mr. Garipalli has an indirect interest in Sequoia Healthcare Services, LLC and Sequoia Healthcare Management, LLC, which both provide services to CarePoint Health. Expenses and fees incurred related to Clover's contracts with CarePoint Health, recorded within Net medical claims incurred, were $0.5 million and $3.7 million for the three months ended March 31, 2024 and 2023 respectively. Additionally, $0.9 million and $1.4 million were payable to CarePoint Health at March 31, 2024, and December 31, 2023, respectively. The Company has a contract with Medical Records Exchange, LLC (formerly known as "ChartFast," now d/b/a Credo) pursuant to which the Company receives administrative services related to medical records retrieval via Credo's electronic applications and web portal platform. Expenses and fees incurred related to this agreement were $0.1 million and $0.1 million for the three months ended March 31, 2024 and 2023 respectively. Vivek Garipalli, the Company's Executive Chairman and significant stockholder of the Company, is an indirect owner of Medical Records Exchange, LLC. Since July 2, 2021, the Company has contracted with Thyme Care, Inc. ("Thyme Care"), an oncology care management company, through which Thyme Care was engaged to provide cancer care management services to the Company's Insurance members in New Jersey and develop a provider network to help ensure member access to high-value oncology care. The Company and Thyme Care have amended the terms of the engagement, effective April 1, 2023, to include additional clinical services available to Clover members as well as the value based payment terms. The Company entered into an agreement with Thyme Care effective September 23, 2020 where the Company purchased 1,773,049 shares (less than five percent (5%) of its class A common stock). The fair value of these shares is $0.5 million at March 31, 2024, and is recognized within Other assets, non-current, on the Condensed Consolidated Balance Sheet. In accordance with ASC 321, any changes in fair value associated with these shares are recognized within the Condensed Consolidated Statements of Operations and Comprehensive Loss. Mr. Garipalli is a member of the board of directors of Thyme Care and holds an equity interest of less than five percent (5%) of that entity. Expenses and fees incurred related to this agreement were none and $0.5 million for the three months ended March 31, 2024 and 2023, respectively. Additionally, none and $0.2 million were payable to Thyme Care at March 31, 2024, and December 31, 2023, respectively.

- Definition

The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org//1943274/2147480990/946-20-50-2

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 5
-Publisher FASB
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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+ Details

Cover - shares	3 Months Ended
Cover - shares	Mar. 31, 2024	Apr. 29, 2024
Document Information [Line Items]
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Mar. 31, 2024
Document Transition Report	false
Entity File Number	001-39252
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	98-1515192
Entity Address, Address Line One	3401 Mallory Lane
Entity Address, Address Line Two	Suite 210
Entity Address, City or Town	Franklin
Entity Address, State or Province	TN
Entity Address, Postal Zip Code	37067
City Area Code	201
Local Phone Number	432-2133
Title of 12(g) Security	Class A Common Stock, par value $0.0001 per share
Trading Symbol	CLOV
Security Exchange Name	NASDAQ
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Central Index Key	0001801170
Amendment Flag	false
Document Fiscal Period Focus	Q1
Document Fiscal Year Focus	2024
Current Fiscal Year End Date	--12-31
Entity Registrant Name	CLOVER HEALTH INVESTMENTS, CORP. /DE
Class A Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		406,788,098
Class B Common Stock
Document Information [Line Items]
Entity Common Stock, Shares Outstanding		89,649,365

Employee Benefit Plans - Schedule of Share-Based Payment Arrangement, Activity (Details)	Mar. 31, 2024 shares
2014 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Authorized Under Plans (in shares)	54,402,264
Shares Outstanding Under Plans (in shares)	23,977,273
2020 Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Authorized Under Plans (in shares)	86,604,581
Shares Outstanding Under Plans (in shares)	45,291,944
Shares Remaining Under Plans (in shares)	22,392,308
2020 MIP
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Authorized Under Plans (in shares)	33,426,983
Shares Outstanding Under Plans (in shares)	23,398,889
Shares Remaining Under Plans (in shares)	0
Inducement Plan
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares Authorized Under Plans (in shares)	11,000,000
Shares Outstanding Under Plans (in shares)	2,452,449
Shares Remaining Under Plans (in shares)	4,228,753

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

+ Details

Income Taxes (Details) - USD ($)	3 Months Ended
Income Taxes (Details) - USD ($)	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Effective tax rate (as percent)	0.00%	0.00%
Deferred tax assets, net	$ 0
Unrecognized tax position	0
Penalties accrued	$ 0		$ 0

Discontinued Operations - Performance Guarantee (Details) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2024	Mar. 31, 2023	Dec. 31, 2023
Discontinued Operations and Disposal Groups [Abstract]
Non-Insurance, performance year obligation	$ 9,657		$ 15,568
Amortization of the Non-Insurance performance year receivable	0	$ (184,207)
Amortization of the Non-Insurance performance year obligation	0	184,207
Non-Insurance revenue	$ 6,824	$ 205,783

Restructuring Costs - Additional Information (Details) - USD ($) $ in Thousands		3 Months Ended
	Apr. 17, 2023	Mar. 31, 2024	Mar. 31, 2023
Restructuring Cost and Reserve [Line Items]
Number of positions eliminated as a percent	10.00%
Restructuring costs		$ 353	$ 1,807
Depreciation and amortization
Restructuring Cost and Reserve [Line Items]
Restructuring costs		$ 100

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details