Clover Health (CLOV) shifts CFO role, appoints interim finance chief and reaffirms 2026 guidance
Filing Impact
Filing Sentiment
Form Type
8-K
Rhea-AI Filing Summary
Clover Health Investments announced a planned transition in its finance leadership. Chief Financial Officer Peter Kuipers has stepped down from his roles as CFO, principal financial officer, and principal accounting officer, while remaining in an advisory capacity through April 24, 2026 to support the handoff.
The board appointed Clay Thornton, currently CFO of Clover’s insurance plan, as Interim Chief Financial Officer and principal financial officer, and named Joseph (Joe) Oldakowski as principal accounting officer. The company states that Kuipers’ departure does not reflect any disagreement on operations, policies, or practices, and it reiterates its most recently issued financial guidance for full year 2026.
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Insights
CFO change is orderly, with 2026 outlook reaffirmed.
Clover Health is experiencing CFO turnover, but the company emphasizes continuity. Peter Kuipers exits the CFO role yet stays briefly in an advisory capacity, while internal leader Clay Thornton becomes Interim CFO and long-time finance executive Joe Oldakowski assumes principal accounting duties.
The company explicitly notes Kuipers’ departure is not due to disagreements over operations, policies, or practices, which reduces governance concerns. Importantly, Clover reiterates its previously issued full-year 2026 financial guidance, signaling that management currently sees no change to its financial trajectory from this leadership transition.
For investors, the key elements are the internal nature of the appointments, Thornton’s existing familiarity with Clover’s insurance business, and the reaffirmed 2026 outlook. Subsequent quarterly updates will provide more detail on how the new finance leadership supports execution of that guidance.
8-K Event Classification
3 items: 5.02, 8.01, 9.01
3 items
Item 5.02
Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers
Governance
Key personnel changes including departures, elections, or appointments of directors and executive officers.
Item 8.01
Other Events
Other
Voluntary disclosure of events the company deems important to shareholders but not covered by other items.
Item 9.01
Financial Statements and Exhibits
Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Key Terms
Interim Chief Financial Officer, principal accounting officer, financial guidance, forward-looking statements, +1 more
5 terms
Interim Chief Financial Officer financial
"the Board appointed Mr. Clay Thornton as the Interim Chief Financial Officer of the Company"
An interim chief financial officer is a temporary leader responsible for managing a company's financial activities, such as budgeting, financial planning, and reporting, during a transitional period. Think of it as filling in for a key manager until a permanent replacement is found. For investors, this role is important because it ensures financial stability and clear guidance during times of change or uncertainty.
principal accounting officer financial
"was appointed by the Board to serve as the Company’s principal accounting officer, effective immediately"
The Principal Accounting Officer is the person responsible for making sure a company's financial records are accurate and follow the rules. They play a key role in preparing financial reports that show how well the company is doing. This helps investors, managers, and regulators trust the company's financial information.
financial guidance financial
"the Company reiterates its most recently issued financial guidance for the full fiscal year 2026"
Financial guidance is the information that a company provides about its expected future financial performance, such as sales, profits, or expenses. It helps investors understand what the company aims to achieve and plan their decisions accordingly, much like a forecast or a roadmap that indicates the company's future direction. This guidance influences investor confidence and decision-making, as it offers insight into the company's outlook and growth expectations.
forward-looking statements regulatory
"This press release contains forward-looking statements within the meaning of Section 27A"
Forward-looking statements are predictions or plans that companies share about what they expect to happen in the future, like estimating sales or profits. They matter because they help investors understand a company's outlook, but since they are based on guesses and assumptions, they can sometimes be wrong.
Medicare Advantage financial
"He’s already deeply involved in the day to day finances of the business and knows both Medicare Advantage, and Clover's unique approach to it"
Medicare Advantage is a type of health insurance plan offered by private companies that covers services traditionally provided by government-run Medicare. Think of it as a bundled package that combines hospital, doctor, and other medical care into one plan, often with added benefits. For investors, it matters because the popularity and profitability of these plans can influence healthcare companies and the broader health insurance industry.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 2026
CLOVER HEALTH INVESTMENTS, CORP.
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction | (Commission File Number) | (IRS Employer | ||||||
of Incorporation) | Identification No.) | |||||||
Address Not Applicable(1) | Address Not Applicable(1) | ||||
| (Address of Principal Executive Offices) | (Zip Code) | ||||
Not Applicable(1)
(Registrant’s Telephone Number, Including Area Code)
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Securities registered pursuant to Section 12(b) of the Act:
Trading | ||||||||||||||
Title of each class | Symbol(s) | Name of each exchange on which registered | ||||||||||||
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).
Emerging growth company ☐
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐
(1) We are a remote-first company. Accordingly, we do not maintain a headquarters. For purposes of compliance with applicable requirements of the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, stockholder communications required to be sent to our principal executive offices may be directed to the email address: secretary@cloverhealth.com, or to our agent for service of process at The Corporation Trust Company, 1209 Orange Street, Wilmington, Delaware 19801.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
Chief Financial Officer Transition
On March 30, 2026, the board of directors (the “Board”) of Clover Health Investments, Corp. (the “Company”) approved a transition of the Chief Financial Officer role. As part of this transition, effective immediately, Mr. Peter Kuipers has stepped down from his role as the Chief Financial Officer of the Company, including as principal financial officer and principal accounting officer, and the Board appointed Mr. Clay Thornton as the Interim Chief Financial Officer of the Company. Mr. Thornton, the current Chief Financial Officer of Clover Insurance Company, will also be serving as the Company’s principal financial officer. In addition, Mr. Joseph (Joe) Oldakowski, Vice President of Finance and Controller of the Company, was appointed by the Board to serve as the Company’s principal accounting officer, effective immediately.
Mr. Kuipers will remain employed by the Company performing transition services and will continue to receive his current base salary and continued equity vesting until April 24, 2026. Subject to Mr. Kuipers delivering and not revoking a general release of claims against the Company, Mr. Kuipers would be entitled to those severance payments and benefits that are applicable in the event of a termination by the Company without cause, as set forth in the employment agreement between him and the Company, dated April 15, 2024, previously disclosed as Exhibit 10.8 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2025, filed on February 27, 2026. His departure does not reflect any disagreement between the Company and Mr. Kuipers on any matter relating to the Company’s operations, policies or practices.
Mr. Thornton, age 36, has served in his current role at the Company since February 2024. Prior to that, Mr. Thornton served as Vice President, Venture and PE Finance at Hunsicker from January 2023 to February 2024. From January 2022 to December 2022, Mr. Thornton served in financial services for Venture & PE Backed Companies at Venture First. From July 2021 to December 2021, Mr. Thornton served as Vice President – Strategy for Honest Health. Previously, Mr. Thornton served in various financial and leadership positions at Humana Inc. from May 2012 to February 2021. Mr. Thornton received a Bachelor’s Degree in Finance and Economics from the University of Kentucky and a Master of Business Administration from the University of Louisville. There are no family relationships between Mr. Thornton and any director or executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Thornton and any other person pursuant to which he was selected as an officer.
Mr. Oldakowski, age 43, has served in his current role at the Company since July 2025, having joined the Company the previous month. Prior to that, Mr. Oldakowski served as Vice President and Corporate Controller at Point32Health from September 2021 to June 2025. Previously, Mr. Oldakowski was employed by EmblemHealth from May 2017 to September 2021, where he served as Corporate Controller and held progressive leadership roles at The Hartford (November 2015 – May 2017 and September 2008 - March 2014) and MassMutual (March 2014-November 2015). He holds a Master’s Degree in Accounting and Taxation from the University of Hartford and a Bachelor’s Degree in Accountancy from Bentley University. There are no family relationships between Mr. Oldakowski and any director or executive officer, or person nominated or chosen by the Company to become a director or executive officer of the Company, and he has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K. There is no arrangement or understanding between Mr. Oldakowski and any other person pursuant to which he was selected as an officer.
In connection with the new appointments, Mr. Thornton and Mr. Oldakowski are each expected to enter into the Company’s standard form of indemnification agreement for its directors, officers and key employees, which requires the Company to, among other things, indemnify the individual against liabilities that may arise by reason of their status or service. The agreement also requires the Company to advance all expenses incurred by the individual in investigating or defending any action, suit or proceeding. The foregoing description is qualified in its entirety by the full text of the Company’s form of indemnification agreement, which was filed as Exhibit 10.2 to the Company’s Current Report on Form 8-K (No. 001-39252) filed on January 12, 2021, and is incorporated by reference herein.
Item 8.01. Other Events.
On April 1, 2026, the Company issued a press release announcing Mr. Kuipers’ departure from the Company and Mr. Thornton’s appointment. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) List of Exhibits
| Exhibit No. | Description | ||||
| 99.1 | Press Release of the Company, dated April 1, 2026 | ||||
| 104 | Cover Page Interactive Data File (embedded within the Inline XBRL document) | ||||
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
| Clover Health Investments, Corp. | ||||||||||||||
| Date: | April 1, 2026 | By: | /s/ Karen M. Soares | |||||||||||
| Name: | Karen M. Soares | |||||||||||||
| Title: | General Counsel and Corporate Secretary | |||||||||||||
Clover Health Announces Departure of Chief Financial Officer and Appointment of Interim Chief Financial Officer; Reiterates Most Recently Issued Financial Guidance for Full Fiscal Year 2026 April 1, 2026 WILMINGTON, Del. -- Clover Health Investments, Corp. (Nasdaq: CLOV) (“Clover” or the “Company”), a physician enablement company committed to bringing access to great healthcare to everyone on Medicare, today announced that Peter Kuipers is stepping down as the Chief Financial Officer of the Company, effective March 30, 2026. Mr. Kuipers will remain with the Company in an advisory capacity through April 24, 2026 to support a smooth transition and handoff. Mr. Kuipers and the Company noted that his departure does not reflect any disagreement with the Company on any matter relating to the Company’s operations, policies or practices. The Board of Directors has appointed Clay Thornton, the current Chief Financial Officer of Clover’s insurance plan, as Interim Chief Financial Officer, effective immediately. In addition, the Company reiterates its most recently issued financial guidance for the full fiscal year 2026, which was updated as part of its earnings release on February 26, 2026. “I am honored to have served Clover and proud of what our team has accomplished during my tenure,” said Mr. Kuipers. “Together, we built a strong financial and operating foundation for the company, with a focus on execution, operational efficiency, disciplined capital allocation, and long-term value creation. I have great confidence in Clover’s future and in the leadership team, and I am committed to ensuring a smooth transition. I look forward to seeing the company continue to build on this foundation and achieve even more in the years ahead.” Andrew Toy, Clover’s Chief Executive Officer, said, “I want to thank Peter for his contributions to Clover and for the role he has played in helping position the Company for this next chapter. He has been instrumental in helping Clover achieve sustainable profitability while achieving above market growth. He has helped lay the foundation that positions Clover well for the next phase of the Company’s development, and we are grateful for his leadership and commitment. We also appreciate his support in ensuring a seamless transition.” Mr. Toy continued, “I am very excited to have Clay take on this new role. He is a trusted partner to me and to our leadership team. As Divisional CFO of our insurance plan, he’s already deeply involved in the day to day finances of the business and knows both Medicare Advantage, and Clover's unique approach to it, very well. He brings the judgment, operating discipline, and industry experience that give us real confidence in this transition.” Mr. Thornton brings deep experience across Medicare Advantage, value-based care, and healthcare finance. Prior to joining Clover, Mr. Thornton held numerous financial and strategic leadership roles within Medicare Advantage at Humana, along with roles in venture capital and private equity finance. He holds a bachelor’s degree in finance and economics from the University of Kentucky and an MBA from the University of Louisville. Forward-Looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Forward-looking statements include statements regarding future events and Clover Health's future results of operations, financial condition, market size and opportunity, business strategy and plans, and the factors affecting our performance and our objectives for future operations. Forward-looking statements are not guarantees of future performance and you are cautioned not to place undue reliance on such statements. In some cases, you can identify forward looking statements because they contain words such as "may," "will," "should," "expects," "plans," "anticipates," "going to," "can," "could," "should," "would," "intends," "target," "projects," "contemplates," "believes," "estimates," "predicts," "potential," "outlook," "forecast," "guidance," "objective," "plan," "seek," "grow," "if," "continue" or the negative of these words or other similar terms or expressions that concern Clover Health's expectations, strategy, priorities, plans or intentions. Forward-looking statements in this press release include, but are not limited to, the following: statements referred to in our February 26, 2026 earnings release under "Financial Guidance" and “2026 Financial Guidance” and statements regarding expectations relating to potential improvements in revenues, operating expenses, Consolidated Gross profit, Adjusted SG&A, and the number of Clover Health's Insurance members, as well as the statements contained in the quotations of our executive officers, and other expectations as to future performance, operations and results (including our guidance for full year 2026). Statements regarding our GAAP Net Income, Consolidated Gross profit, and Adjusted EBITDA profitability are also forward-looking, and are based on our current targets which are preliminary and are derived from our 2026 financial guidance. These statements are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance or achievements to differ materially from results expressed or implied by forward-looking statements in this press release. Forward-looking statements involve a number of judgments, risks and uncertainties, including, without limitation, risks related to: our expectations regarding results of operations, financial condition, and cash flows; our expectations regarding the development and management of our business; any current, pending, or future legislation, regulations or policies that could have a negative effect on our revenue, profit margins, cash flows and business, including rules, regulations and policies relating to healthcare, Medicare generally and medical loss ratios; our ability to successfully enter new service markets and manage our operations; anticipated trends and challenges in our business and in the markets in which we operate; our ability to effectively manage our beneficiary base and provider network; our ability to maintain and increase adoption and use of Clover Assistant, including the expansion of Clover Assistant for external payors and providers under the brand name Counterpart Assistant; the anticipated benefits associated with the use of Clover Assistant, including our ability to utilize the platform to manage our medical expenses; our ability to maintain or improve our Star Ratings or otherwise continue to improve the financial performance of our business; our ability to develop new features and functionality that meet market needs and achieve market acceptance; our ability to retain and hire necessary employees and staff our operations appropriately; the timing and amount of certain investments in growth; the outcome of any known and unknown litigation and regulatory proceedings; our ability to maintain, protect, and enhance our intellectual property; general economic conditions and uncertainty; persistent high inflation and fluctuating interest rates; and geopolitical uncertainty and instability. Additional information concerning these and other risk factors is contained under Item 1A. “Risk Factors” in our most recent Annual Report on Form 10-K filed with the Securities and Exchange Commission (the "SEC") on February 27, 2026, as such risks may be updated in our subsequent filings with the SEC. The forward-looking statements included in this press release are made as of the date
hereof. Except as required by law, Clover Health undertakes no obligation to update any of these forward-looking statements after the date of this press release or to conform these statements to actual results or revised expectations. About Clover Health Clover Health (Nasdaq: CLOV) is a physician enablement technology company committed to bringing access to great healthcare to everyone on Medicare. This includes a focus on seniors who have historically lacked access to affordable, high-quality healthcare. Our strategy is powered by our software platform, Clover Assistant, which is designed to aggregate patient data from across the healthcare ecosystem to support clinical decision-making and improve health outcomes through the early identification and management of chronic disease. For our members, we provide PPO and HMO Medicare Advantage plans in several states, with a differentiated focus on our flagship wide-network, high-choice PPO plans. For healthcare providers outside Clover Health's Medicare Advantage plan, we extend the benefits of our data-driven technology platform to a wider audience via our subsidiary, Counterpart Health, and aim to enable enhanced patient outcomes and reduced healthcare costs on a nationwide scale. Clover Health has published data demonstrating the technology’s impact on Medication Adherence, Congestive Heart Failure, Chronic Obstructive Pulmonary Disease, and in Underserved Populations as well as the earlier identification and management of Diabetes and Chronic Kidney Disease. Press Contact: press@cloverhealth.com Investor Relations Contact: Ryan Schmidt investors@cloverhealth.com
FAQ
What leadership change did Clover Health (CLOV) announce in this 8-K filing?
Clover Health announced that Chief Financial Officer Peter Kuipers stepped down from his roles, while remaining briefly as an advisor. The board appointed Clay Thornton as Interim Chief Financial Officer and principal financial officer, and named Joe Oldakowski as principal accounting officer, effective immediately.
Did Clover Health (CLOV) change its 2026 financial guidance after the CFO transition?
Clover Health reaffirmed its most recently issued financial guidance for full fiscal year 2026. The company specifically stated that, alongside naming an Interim CFO, it is reiterating the guidance it updated in its February 26, 2026 earnings release, indicating no guidance change with this leadership move.
Why is Clover Health’s CFO Peter Kuipers leaving, and is there any stated disagreement?
Clover Health states that Peter Kuipers’ departure as Chief Financial Officer does not reflect any disagreement with the company on operations, policies, or practices. He will stay in an advisory capacity through April 24, 2026 to support a smooth transition and handoff to the new finance leadership.
Who is Clover Health’s new Interim Chief Financial Officer and what is his background?
The board appointed Clay Thornton as Interim Chief Financial Officer and principal financial officer. He previously served as CFO of Clover’s insurance plan and has extensive experience in Medicare Advantage, value-based care, and healthcare finance, including prior financial and strategic leadership roles at Humana and in venture and private equity finance.
What new role will Joe Oldakowski have at Clover Health (CLOV)?
Clover Health’s board appointed Joe Oldakowski, its Vice President of Finance and Controller, as the company’s principal accounting officer. Oldakowski has prior leadership experience as Vice President and Corporate Controller at Point32Health and earlier senior finance roles at EmblemHealth, The Hartford, and MassMutual.
How long will former CFO Peter Kuipers remain involved with Clover Health after stepping down?
After stepping down effective March 30, 2026, Peter Kuipers will remain employed with Clover Health through April 24, 2026. During this period, he will serve in an advisory capacity, focusing on transition services to support a smooth handoff to Interim CFO Clay Thornton and the broader finance team.