Clover Health Investments(CLOV) - 2025 Q2 - Quarterly Report

Filing Information This section provides details on the Form 10-Q filing, including registrant status and outstanding shares Form 10-Q Details Details of the Form 10-Q filing, including registrant status and outstanding Class A and B Common Stock - The company is an accelerated filer[3][4] Outstanding Shares as of August 1, 2025 | Class of Stock | Shares Outstanding | | :--------------- | :----------------- | | Class A Common Stock | 420,139,394 | | Class B Common Stock | 92,373,157 | Cautionary Note Regarding Forward-Looking Statements This section outlines the inherent risks and uncertainties associated with forward-looking statements in the report Forward-Looking Statements and Risks Forward-looking statements are subject to risks concerning financial performance, business strategy, regulatory changes, and market conditions - Forward-looking statements are subject to risks including those related to financial performance, business strategy, regulatory environment, and market conditions[11][13] - Risks include expectations regarding results of operations, financial condition, and cash flows - Ability to maintain and increase adoption and use of Clover Assistant, including expansion for external payors and providers - Impact of current, pending, or future legislation, regulations, or policies on revenue, profit margins, and cash flows - Ability to maintain or improve Star Ratings and financial performance - General economic conditions, persistent high inflation, and fluctuating interest rates Additional Information and Disclosure Channels This section details where additional company information and SEC filings can be accessed, including digital channels Company Website and Social Media Company information and SEC filings are available on its website and investor relations page, with social media also used for disclosures - Company filings are available free of charge on its website www.cloverhealth.com and the SEC website[16] - Material information is routinely announced via SEC filings, press releases, public conference calls, presentations, webcasts, and the investor relations page (investors.cloverhealth.com)[17] - Social media channels (@CloverHealth, CloverHealth on X, and LinkedIn accounts of CEO/CFO) are also used for disclosing company information[17] PART I. FINANCIAL INFORMATION This part presents the unaudited condensed consolidated financial statements and management's discussion and analysis Item 1. Financial Statements (Unaudited) Unaudited condensed consolidated financial statements, including Balance Sheets, Statements of Operations, Equity, and Cash Flows, with explanatory notes Condensed Consolidated Balance Sheets This section presents the company's financial position, detailing assets, liabilities, and stockholders' equity at specific dates Condensed Consolidated Balance Sheets (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | Assets | | | | Cash and cash equivalents | $188,648 | $194,543 | | Total current assets | $362,939 | $343,124 | | Total assets | $574,987 | $580,742 | | Liabilities | | | | Unpaid claims | $139,660 | $156,396 | | Total current liabilities | $201,948 | $213,516 | | Total liabilities | $230,808 | $239,599 | | Stockholders' Equity | | | | Total stockholders' equity | $344,179 | $341,143 | | Total liabilities and stockholders' equity | $574,987 | $580,742 | Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) This section outlines the company's financial performance, including revenues, expenses, and net income or loss over specific periods Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) (in thousands, except per share) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Premiums earned, net | $469,826 | $349,900 | $926,732 | $691,622 | | Other income | $7,794 | $6,360 | $13,219 | $11,560 | | Total revenues | $477,620 | $356,260 | $939,951 | $703,182 | | Net medical claims incurred | $377,992 | $248,347 | $731,434 | $513,509 | | Total operating expenses | $488,179 | $349,073 | $951,784 | $718,698 | | Net (loss) income from continuing operations | $(10,578) | $7,170 | $(11,852) | $(16,000) | | Net (loss) income | $(10,578) | $7,408 | $(11,852) | $(11,762) | | Basic (loss) earnings per share (continuing operations) | $(0.02) | $0.01 | $(0.02) | $(0.03) | | Diluted (loss) earnings per share (continuing operations) | $(0.02) | $0.01 | $(0.02) | $(0.03) | Condensed Consolidated Statements of Changes in Stockholders' Equity This section details the changes in stockholders' equity, reflecting impacts from net loss, stock-based compensation, and repurchases Changes in Stockholders' Equity (in thousands) | Metric | Balance, Dec 31, 2024 | Stock-based compensation | Repurchases of common stock | Net loss | Balance, June 30, 2025 | | :----------------------------------- | :-------------------- | :----------------------- | :-------------------------- | :------- | :--------------------- | | Total stockholders' equity | $341,143 | $52,632 | $(18,298) | $(11,852) | $344,179 | - Total stockholders' equity increased from $341,143 thousand at December 31, 2024, to $344,179 thousand at June 30, 2025, primarily due to stock-based compensation and unrealized gains on investments, partially offset by net loss and common stock repurchases[25] Condensed Consolidated Statements of Cash Flows This section summarizes cash inflows and outflows from operating, investing, and financing activities over specific periods Condensed Consolidated Statements of Cash Flows (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash (used in) provided by operating activities | $(10,885) | $70,692 | | Net cash provided by investing activities | $44,496 | $14,139 | | Net cash used in financing activities | $(39,506) | $(6,554) | | Net (decrease) increase in cash and cash equivalents | $(5,895) | $78,277 | | Cash and cash equivalents, end of period | $188,648 | $254,771 | - Net cash used in operating activities from continuing operations was $(10.9) million for the six months ended June 30, 2025, a significant decrease from $79.7 million provided in the prior year, primarily due to a net loss and changes in operating assets and liabilities[27][147][148] - Net cash provided by investing activities increased to $44.5 million in 2025 from $14.1 million in 2024, driven by higher proceeds from sales and maturities of investment securities[27][149][150] - Net cash used in financing activities increased to $(39.5) million in 2025 from $(6.6) million in 2024, mainly due to cash paid for shares withheld related to stock-based compensation and common stock repurchases[27][151] Notes to Condensed Consolidated Financial Statements This section provides detailed explanations and disclosures supporting the condensed consolidated financial statements Note 1. Organization and Operations Clover Health leverages its Clover Assistant platform to improve care and launched Counterpart Health for external MA payors - Clover Health's core strategy is to use its Clover Assistant technology to help seniors receive better care at lower costs by empowering physicians to identify and manage chronic diseases early[29][31] - In 2024, the company launched Counterpart Health, Inc., a Software-as-a-Service (SaaS) and Tech Enabled Services Solution, to offer its AI-powered care management platform to external Medicare Advantage payors and providers, aiming for new growth and high-margin business opportunities[32] Note 2. Summary of Significant Accounting Policies This note outlines the company's key accounting policies, estimates, and the evaluation of recent accounting pronouncements - The Company operates as one reportable segment, 'Insurance', providing PPO and HMO plans to Medicare Advantage members[40] - Significant estimates are made for incurred but not reported claims, which are subject to variability from economic conditions, healthcare policy changes, and medical technology advancements[36] - The Company is evaluating the impact of new accounting pronouncements ASU 2023-09 (Income Taxes) and ASU 2024-03 (Expense Disaggregation Disclosures) on future financial statements[45][46] Note 3. Investment Securities Details on the company's investment portfolio, including fair value, net investment income, and credit quality of securities Investment Securities Fair Value (in thousands) | Category | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | Total held-to-maturity and available-for-sale investment securities | $200,462 | $242,644 | Net Investment Income (in thousands) | Period | 2025 | 2024 | | :----------------------------------- | :----- | :----- | | Three Months Ended June 30, | $4,682 | $5,734 | | Six Months Ended June 30, | $9,290 | $10,201 | - All investment securities were investment grade (BBB or higher) at June 30, 2025, with unrealized losses primarily due to changes in interest rates[50] Note 4. Fair Value Measurements Fair value measurements of financial instruments, primarily Level 2 debt securities and Level 3 private warrants receivable Total Assets at Fair Value (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | Total assets at fair value | $190,990 | $229,480 | | Warrants receivable (Level 3) | $745 | $764 | - Private warrants receivable, classified as Level 3, decreased slightly due to unrealized losses of less than $0.1 million for the six months ended June 30, 2025[53][54] Note 5. Healthcare Receivables Overview of healthcare receivables, including pharmaceutical rebates and Medicare Part D settlements, showing a decrease from prior period Healthcare Receivables (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | Healthcare receivables | $46,893 | $51,539 | Note 6. Related Party Transactions Details on related party transactions, including expenses with CarePoint Health, Credo Health, and Thyme Care Related Party Expenses (in thousands) | Related Party | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | CarePoint Health | $4,400 | $2,800 | | Credo Health Solutions, Inc. | $300 | $400 | | Thyme Care, Inc. | $4,200 | $2,300 | - CarePoint Health is no longer considered a related party as of May 22, 2025, following its emergence from Chapter 11 bankruptcy[57] Note 7. Unpaid Claims Analysis of unpaid claims liability, including favorable development and faster processing of current year medical claims Unpaid Claims Activity (in thousands) | Metric | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Gross and net balance, beginning of period | $156,396 | $137,100 | | Total incurred | $715,819 | $503,606 | | Total paid | $732,555 | $440,156 | | Gross and net balance, end of period | $139,660 | $200,550 | - Favorable development of $2.8 million recognized for prior years' claims in H1 2025, compared to $28.0 million in H1 2024[62] - Current year medical claims paid as a percentage of current year Net medical claims incurred increased to 81.7% in H1 2025 (from 67.6% in H1 2024), indicating faster claims processing[62] Note 8. Variable Interest Entity and Equity Method of Accounting Details on the company's equity method investment in Character Biosciences, Inc., with no shared loss recognized - Clover Health's ownership in Character Biosciences, Inc. decreased to approximately 9.1% by June 30, 2025[63] - No shared loss was recognized for the three and six months ended June 30, 2025, as the investment carrying amount was reduced to zero by cumulative shared losses as of March 31, 2024[65] Note 9. Employee Benefit Plans Overview of employee benefit plans, including 401(k) and equity incentive plans, and stock-based compensation expense Stock-based Compensation Expense (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Stock options | $116 | $530 | $294 | $1,148 | | RSUs | $23,069 | $20,400 | $46,093 | $41,317 | | PRSUs | $2,904 | $6,944 | $5,987 | $14,157 | | ESPP | $106 | $26 | $258 | $76 | | Total compensation cost | $26,195 | $27,900 | $52,632 | $56,698 | - Unrecognized stock-based compensation expense totaled approximately $363.0 million at June 30, 2025[73] - The 2020 Plan includes an evergreen provision for increasing shares available for issuance, with a reduction in the percentage for fiscal years beginning with 2025[69] Note 10. Income Taxes Discussion of the company's 0.0% effective tax rate due to net operating losses and valuation allowance, and OBBBA evaluation - The effective tax rate was 0.0% for both the three and six months ended June 30, 2025 and 2024, due to net operating losses and a full valuation allowance[83] - The company is currently evaluating the financial impact of the One Big Beautiful Bill Act (OBBBA) on its US federal corporate income tax system[84] Note 11. Net (Loss) Income per Share Analysis of net loss per share, with potentially dilutive securities excluded due to anti-dilutive effects during loss periods Net (Loss) Income per Share (Continuing Operations) | Metric | Three Months Ended June 30, 2025 | Six Months Ended June 30, 2025 | | :----------------------------------- | :------------------------------- | :----------------------------- | | Basic (loss) earnings per share | $(0.02) | $(0.02) | | Diluted (loss) earnings per share | $(0.02) | $(0.02) | Potentially Dilutive Shares Excluded (in thousands) | Type of Shares | June 30, 2025 (3 months) | June 30, 2025 (6 months) | | :----------------------------------- | :----------------------- | :----------------------- | | Options to purchase common stock | 23,993,192 | 23,993,192 | | RSUs | 41,224,131 | 41,224,131 | | PRSUs | 28,799,293 | 28,799,293 | | Total potentially dilutive shares excluded | 94,016,616 | 94,016,616 | - Potentially dilutive securities were excluded from diluted EPS calculations for periods with net losses because their inclusion would be anti-dilutive[85] Note 12. Commitments and Contingencies Overview of legal proceedings, including the conclusion of an SEC investigation and settlements of class action and derivative lawsuits - The SEC investigation, initiated in February 2021, concluded on September 26, 2024, with the Staff not recommending an enforcement action against the company[88] - A securities class action was settled for $22 million, with $19.5 million funded by insurance proceeds[89] - Shareholder derivative actions were settled, resulting in corporate governance enhancements and a $2.5 million payment for plaintiffs' counsel fees, with no monetary payment from the company[90] Note 13. Operating Segments The company operates solely through its Insurance segment, reporting net losses for the three and six months ended June 30, 2025 - The company operates solely through its Insurance segment, offering PPO and HMO Medicare Advantage plans[91] Insurance Segment Net (Loss) Income (in thousands) | Period | 2025 | 2024 | | :----------------------------------- | :---------- | :---------- | | Three Months Ended June 30, | $(32,388) | $2,355 | | Six Months Ended June 30, | $(51,771) | $(24,226) | Note 14. Dividend Restrictions State regulations restrict dividend payments from regulated insurance subsidiaries to the parent company, with no dividends paid to date - Regulated insurance subsidiaries are subject to state regulations limiting dividend payments to the parent company[93] - No dividends were authorized or paid by the regulated insurance subsidiaries as of June 30, 2025[93] Note 15. Restructuring costs Business transformation initiatives concluded by December 31, 2024, resulting in no restructuring costs for the current periods - Business transformation initiatives, including a workforce reduction and platform migration, were concluded by December 31, 2024[94] Restructuring Costs (in thousands) | Period | 2025 | 2024 | | :----------------------------------- | :--- | :--- | | Three Months Ended June 30, | $0 | $473 | | Six Months Ended June 30, | $0 | $826 | Note 16. Discontinued Operations Clover Health exited the ACO REACH Program, resulting in no net income from discontinued operations for current periods - Clover Health exited the ACO REACH Program, effective for the 2024 performance year, with remaining activities related to the December 2024 settlement for prior performance years[95] Net Income from Discontinued Operations (in thousands) | Period | 2025 | 2024 | | :----------------------------------- | :--- | :--- | | Three Months Ended June 30, | $0 | $238 | | Six Months Ended June 30, | $0 | $4,238 | Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Management's discussion and analysis of financial condition, results of operations, liquidity, and capital resources, including key performance measures Overview Clover Health's strategy focuses on empowering physicians with Clover Assistant to improve care and lower costs for Medicare Advantage members - Clover Health's vision is to empower physicians with Clover Assistant technology to identify, manage, and treat chronic diseases earlier, thereby improving care and lowering costs for Medicare beneficiaries[97] - As of June 30, 2025, the company operated MA plans in five states and 200 counties, serving 106,323 members[98] Key Performance Measures Key performance measures for the Insurance segment include membership, premiums earned, medical claim expenses, and various ratios - The company's key performance measures include Insurance members at period end, Premiums earned (gross and net), Insurance medical claim expense incurred (gross and net), Benefits expense ratio (gross and net), Adjusted SG&A, Adjusted EBITDA, and Adjusted Net income from continuing operations[103] Key Financial Measures (in thousands, except PMPM) | Metric | June 30, 2025 | June 30, 2024 | | :----------------------------------- | :-------------- | :-------------- | | Insurance members at period end () | 106,323 | 80,261 | | Premiums earned, net | $469,826 | $349,900 | | Insurance net medical claims incurred | $394,212 | $249,406 | | Benefits expense ratio, net | 88.4% | 76.1% | - Member growth and retention are key to driving total revenues, expanding brand awareness, deepening market penetration, and generating data for Clover Assistant to improve care and decrease medical claim expenses[104] Non-GAAP Financial Measures Non-GAAP financial measures like Adjusted SG&A and Adjusted EBITDA are used to assess core operating performance by excluding non-cash and non-recurring items - Insurance BER (Benefits expense ratio): Calculated as total Insurance net medical expenses incurred and quality improvements divided by net premiums earned. It provides a comprehensive view of costs related to maintaining and improving care quality[114] - Adjusted SG&A: Total SG&A less stock-based compensation and non-recurring legal expenses/settlements, offering insight into core operating expenses and operational leverage[117] - Adjusted EBITDA: Net (loss) income from continuing operations before depreciation, loss on investment, interest expense, change in fair value of warrants, stock-based compensation, premium deficiency reserve benefit, restructuring costs, impairment, and non-recurring legal expenses/settlements. Used to evaluate operating performance and trends[119] - Adjusted Net income from continuing operations: Net (loss) income from continuing operations before stock-based compensation, premium deficiency reserve benefit, restructuring costs, non-recurring legal expenses/settlements, and impairment. Helps assess financial performance by excluding certain non-cash and non-recurring items[121] Non-GAAP Financial Measures (in thousands) | Metric | Three Months Ended June 30, 2025 | Three Months Ended June 30, 2024 | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :------------------------------- | :------------------------------- | :----------------------------- | :----------------------------- | | Benefits expense ratio, net | 88.4% | 76.1% | 87.3% | 79.6% | | Adjusted SG&A | $82,493 | $71,704 | $165,600 | $146,644 | | Adjusted EBITDA | $17,135 | $36,209 | $42,917 | $43,029 | | Adjusted Net income from continuing operations | $16,722 | $35,862 | $42,038 | $41,897 | Results of Operations Analysis of revenue growth, medical claims, and operating expenses, resulting in a net loss from continuing operations for the current periods Comparison of the Three Months Ended June 30, 2025 and 2024 Total revenues increased by 34.1% to $477.6 million, driven by member growth, but net medical claims incurred surged by 52.2%, leading to a net loss Three Months Ended June 30, 2025 vs. 2024 (in thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :----------------------------------- | :----- | :----- | :--------- | :--------- | | Premiums earned, net | $469,826 | $349,900 | $119,926 | 34.3% | | Total revenues | $477,620 | $356,260 | $121,360 | 34.1% | | Net medical claims incurred | $377,992 | $248,347 | $129,645 | 52.2% | | Salaries and benefits | $61,309 | $55,499 | $5,810 | 10.5% | | General and administrative expenses | $48,484 | $44,424 | $4,060 | 9.1% | | Net (loss) income from continuing operations | $(10,578) | $7,170 | $(17,748) | * | | Net (loss) income | $(10,578) | $7,408 | $(17,986) | * | - Premiums earned, net increased by 34% primarily due to approximately 32% growth in average members[125] - Net medical claims incurred increased by 52% due to member growth and increased Part D cost sharing from the Inflation Reduction Act, as well as less favorable prior period developments compared to the current year[127] Comparison of the Six Months Ended June 30, 2025 and 2024 Total revenues increased by 33.7% to $939.9 million, driven by member growth, with net medical claims incurred up 42.4%, resulting in a net loss Six Months Ended June 30, 2025 vs. 2024 (in thousands) | Metric | 2025 | 2024 | Change ($) | Change (%) | | :----------------------------------- | :----- | :----- | :--------- | :--------- | | Premiums earned, net | $926,732 | $691,622 | $235,110 | 34.0% | | Total revenues | $939,951 | $703,182 | $236,769 | 33.7% | | Net medical claims incurred | $731,434 | $513,509 | $217,925 | 42.4% | | Salaries and benefits | $120,331 | $114,722 | $5,609 | 4.9% | | General and administrative expenses | $99,159 | $88,993 | $10,166 | 11.4% | | Net loss from continuing operations | $(11,852) | $(16,000) | $4,148 | (25.9%) | | Net loss | $(11,852) | $(11,762) | $(90) | 0.8% | - Premiums earned, net increased by 34% primarily due to approximately 30% growth in average members[132] - Net medical claims incurred increased by 42% due to member growth and increased Part D cost sharing from the Inflation Reduction Act, as well as less favorable prior period developments compared to the current year[134] Liquidity and Capital Resources The company's liquidity, comprising cash, cash equivalents, and investments, decreased to $389.3 million, but is expected to meet future requirements Cash, Cash Equivalents, and Investments (in thousands) | Metric | June 30, 2025 | December 31, 2024 | | :----------------------------------- | :-------------- | :---------------- | | Total cash, cash equivalents, and investments | $389,300 | $437,600 | | Unregulated Entities (Parent & Unregulated Subs) | $145,900 | $151,500 | | Regulated Entities (Regulated Subs) | $243,400 | $286,100 | Cash Flows from Continuing Operations (in thousands) | Cash Flow Activity | Six Months Ended June 30, 2025 | Six Months Ended June 30, 2024 | | :----------------------------------- | :----------------------------- | :----------------------------- | | Net cash (used in) provided by operating activities | $(10,885) | $79,697 | | Net cash provided by investing activities | $44,496 | $14,139 | | Net cash used in financing activities | $(39,506) | $(6,554) | - The company expects current cash, investments, and projected cash flows to be sufficient for operating and regulatory requirements for the next 12 months[138] Contractual Obligations and Commitments Material cash requirements include $2.8 million in operating lease obligations, expected to be met by current resources and projected cash flows - Material cash requirements from known contractual obligations at June 30, 2025, include $2.8 million in operating lease obligations[154] - The company does not have any off-balance sheet arrangements that are reasonably likely to have a material effect on its financial condition or results of operations[156] Indemnification Agreements The company routinely enters into indemnification agreements with various parties to protect them from third-party claims - The company enters into indemnification agreements with various parties in the ordinary course of business, agreeing to defend and indemnify them from third-party claims related to the company's obligations[155] Critical Accounting Policies and Estimates No significant changes occurred in critical accounting policies and estimates during the three months ended June 30, 2025 - No significant changes in critical accounting policies and estimates occurred during the three months ended June 30, 2025[157] Recently Issued and Adopted Accounting Pronouncements Information on recently issued and adopted accounting pronouncements is detailed in Note 2, 'Summary of Significant Accounting Policies' - Details on recently issued and adopted accounting pronouncements are provided in Note 2, 'Summary of Significant Accounting Policies'[158] Item 3. Quantitative and Qualitative Disclosures About Market Risk The company's primary market risk is interest rate risk from fixed-maturity investments, managed by investing in high-quality, diversified securities - The primary market risk is interest rate risk from fixed-maturity investments, mainly U.S. government debt securities[159][161] - Credit risk is managed by investing in high-quality, diversified securities; all fixed-maturity securities were investment grade (BBB or higher) at June 30, 2025[160][161] Item 4. Controls and Procedures Management concluded that disclosure controls and procedures were effective, with no material changes in internal control over financial reporting - Disclosure controls and procedures were evaluated and deemed effective as of June 30, 2025[162] - No material changes in internal control over financial reporting occurred during the most recent fiscal quarter[164] PART II. OTHER INFORMATION This part covers other information including legal proceedings, risk factors, equity sales, defaults, and exhibits Item 1. Legal Proceedings The company is involved in various legal proceedings and investigations, with further details referenced in Note 12 - The company is subject to various legal proceedings and investigations incidental to its highly regulated business[167] - Further details on legal proceedings are incorporated by reference from Note 12 (Commitments and Contingencies)[168] Item 1A. Risk Factors No material changes to risk factors from the 2024 Form 10-K, but the company remains exposed to various business and financial risks - No material changes to risk factors from the 2024 Form 10-K, except as updated in subsequent filings[169] - The company is exposed to a variety of risks that could adversely affect its financial results and condition, and the market price of its Class A common stock[169] Item 2. Unregistered Sales of Equity Securities and Use of Proceeds There were no unregistered sales of equity securities or use of proceeds to report during the period - No unregistered sales of equity securities or use of proceeds to report[170] Item 3. Defaults Upon Senior Securities There were no defaults upon senior securities to report during the period - No defaults upon senior securities to report[170] Item 4. Mine Safety Disclosures Mine Safety Disclosures are not applicable to the company's operations - Mine Safety Disclosures are not applicable to the company[171] Item 5. Other Information No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the quarter - No directors or officers adopted or terminated Rule 10b5-1 or non-Rule 10b5-1 trading arrangements during the three months ended June 30, 2025[172] Item 6. Exhibits This section lists the exhibits filed with the Form 10-Q, including officer certifications and Inline XBRL documents - The exhibits include certifications from the Principal Executive Officer and Principal Financial Officer, as well as Inline XBRL documents[173] Signatures This section contains the official signatures of the company's Chief Executive Officer and Chief Financial Officer Signatures The report is officially signed by the Chief Executive Officer and Chief Financial Officer on August 8, 2025 - The report is signed by Andrew Toy, Chief Executive Officer, and Peter Kuipers, Chief Financial Officer, on August 8, 2025[179]