A federal judge ruled that CMS's star rating calculation for Clover Health contained serious deficiencies, ordering the agency to recalculate the rating under legal guidelines. The ruling is significant because CMS star ratings determine quality bonus payments for Medicare Advantage plans, with plans scoring 4 stars or above receiving approximately $120 million in additional payments. The court found that CMS violated statutory authority by using administrative measures beyond congressionally authorized data sources, and potentially violated its own regulatory framework. This legal victory could unlock $120 million in quality bonus payments for Clover Health and establish industry-wide precedent for other Medicare Advantage companies challenging CMS's rating methodology.
Clover Health Just Beat the U.S. Government in Court — Here's What It Means for $CLOVAdded:
A federal judge in Brunswick, Georgia, just handed Clover Health one of the most significant legal victories in the history of Medicare Advantage star ratings litigation.
Judge Lisa G. Wood issued a 72page ruling docket entry 61 in the case of Clover Insurance Company versus the Department of Health and Human Services and CMS. Case number 225-CV-0000142.
Here's what the order says.
The court is granting in part Clover's motion for summary judgement. The court is denying the government's cross motion entirely.
CMS's 2026 star ratings for Clover is being set aside and CMS is being ordered to recalculate that rating consistent with the court's ruling. Let me say that again clearly.
A federal judge determined that CMS's star ratings calculation for Clover Health could not stand as issued. The rating has been set aside. CMS has been ordered to redo it under the court's legal guidelines.
That is what happened. And I'm going to walk you through exactly why this matters and why every Clover shareholder needs to understand this ruling.
To understand why the rolling is so significant, you need to understand what a CMS star rating actually does uh to for a Medicare Advantage company's um finances.
Every fall, CMS, the Centers for Medicare and Medicaid Services, rates every Medicare Advantage plan on a one to five star scale. That rating does two things. First, it tells seniors which plans are high quality. Second, and this is the critical part, it determines whether a plan receives uh what are called quality bonus payments.
That threshold uh the threshold that really matters is the four stars. Hit four stars and above and CMS gives your plan a quality bonus on top of your regular payment rate.
fall below the four stars, like at 3.5, and you don't get that bonus. Difference for Clover, approximately $120 million in federallymandated quality bonus payments. Now, here's what made Clover so angry, and rightfully so. Their actual clinical quality scores are exceptional. Clover's heated score, that's the healthc care effectiveness data and information set, which measures how well a plan delivers preventative screenings and manages health conditions. It came out uh came to uh 4.72 out of five uh this year.
The year before it was 4.94 out of five.
That is near perfect clinical performance.
But CMS's overall star rating formula doesn't run just on clinical data. It mixes in administrative measures, call center tests, member satisfaction surveys, things that have, in Clover's argument, very little to do with whether seniors actually get healthier. And Clover performed poorly on some of those uh administrative measures. The result, 3.5 stars instead of four.
$120 million off the table.
So, Clover sued and this week the court agreed, at least in part that serious uh deficiencies existed in how CMS applied its rating process to Clover.
So, let me take like 30 seconds to explain exactly what Clover needs mathematically to reach the four-star payment threshold because this is something most people don't actually understand and it changes how you think about the recalculation.
CMS doesn't publish a clean round number as a plan's raw score. What they do is this. across all the quality and performance measures up to 43 of them.
Uh for a Medicare Advantage prescription drug plan, each measure gets assigned a weight.
Outcome measures carry a weight of three. Patient experience and complaints measures carry a weight of two. Um improvement measures carry a weight of five. Those weighted stars get average together to produce a single raw numerical score calculated out to six decimal places.
Then CMS applies what the federal regulation calls traditional rounding rules to convert that raw score into a half-star increment.
This is uh cadonified directly in 42 CFR section 422.166 and confirmed in CMS's own technical notes table 22 year after year.
Here's what that means in practice. The possible final ratings are one 1.5 2.5 all the way up to five stars.
Those are the only outcomes. And because ratings are issued in halfar increments, the mathematical midpoint between 3.5 and four is exactly 3.75.
Traditional rounding means a raw weighted average score of 3.75 or above rounds up to four stars. A score below 3.75 rounds down to 3.5 stars.
That is the line in the sand. A 3.75 is the threshold, not 4.0.
Uh 3.75.
Clover's current PO plan rated 3.5 stars for 2026.
uh sorry 3.5 stars for 2027 meaning their raw weighted average was somewhere below 3.75 likely between 3.5 and 3.74 before CMS finalized it at 3.5.
Now here's why the court's recalculation order matters so much for this number.
the measures that Clover alleged, the medication adherence measures uh with physician discounted p or dis measures with physician discontinued patients.
The three measures where CMS skipped its own regulatory process. The delegated care coordination meth measures.
each of those contributed to dragging the raw weighted average score down below that threshold.
If the recalculation removes or corrects even a handful of those measures, Clover's raw score moves, the question is whether it moves across the 3.75 line or stops at 3.74 and stays at the 3.5.
That is the entire question and the answer is likely in the next few days.
So that is what CMS must now answer under court order using a methodology that complies with the judge's ruling.
Clover filed a sixcount complaint in November 2025.
Let me break down the key arguments and what makes the court's ruling so impactful.
Count one and two. CMS uh extended its statutory authority. Congress gave CMS specific instructions about what data it can use to calculate star ratings. The statute says uh ratings shall be based on data from three specific systems. His scoring uh the health outcome survey and CAHPS the consumer assessment of health care provider survey.
Glover argued that CMS went well beyond those systems adding administrative data, call center monitoring tests and other measures without following the proper rulemaking process required by law.
The government has to follow uh notice and comment rulemaking under the administrative procedure act when it establishes a um substantive legal standard governing payment benefits or eligibility.
Uh Clover said star ratings do exactly that.
Count three, the medication adherence measures are arbitrary and capriccious.
This is this one is particularly compelling. CMS penalizes plans when patients don't take their medications at the 80% adherence threshold.
That makes sense in theory. But here's the problem.
Clover had patients whose doctors medically discontinued their medications. The physician said, "Stop taking this drug." And CMS's system still counted those patients as non-adherent. Ding Clover's score and reduced the plan's rating.
Clover argued that penalizing a plan for following a doctor's medical judgment is irrational.
Worth noting, the government countered that these medications uh medication adherence measures have been in place since 2012 and that Clover itself highlighted exceptional performance on them in a press release just one year earlier.
when they earned four stars. Uh that is when they earned four stars, the judge had to decide whether the legal argument was valid regardless of Clover's prior performance in those measures.
Count four, CMS violated its own regulations. CMS has a multi-step process that's supposed to follow before updating or adding star rating measures.
There's a specific regulatory framework at 42 CFR section 422.164.
Clover showed that for at least three measures, including the patients outcomes measures and and appointments measure, CMS skipped required steps.
And here's something important that ties the entire legal case together. All five statuto accounts, counts one through five, also alleged that CMS acted arbitrarily, capricciously, or contrary to law under the administrative procedure act. The APA is the legal thread running through every single statutory claim. Even if the court didn't agree on every specific argument, the arbitrary and capriccious standard uh gives the judge a wide lane to find in Clover's favor on multiple grounds.
Counts five and six.
These two counts work together as the most legally groundbreaking part of the case, and they both target the same entity, Maximus, the private independent review entity that CMS hired to make certain scoring decisions, uh, feeding directly into the star rating calculations.
Count five attacks this on statutory and administrative grounds, specifically the C32 reviewing uh reviewing appeal decisions measure where CMS delegated scoring authority to Maximus, the independent review entity, without adequate supervision or accountability, violating the agency's own obligations.
Count six goes further. It attacks it as unconstitutional. The government cannot hand binding government authority to a private company uh that faces no democratic accountability.
Clover cited a brand new 2025 Supreme Court decision FCC vers uh consumer's research which invigorated the private non- delegation doctrine under article two section one of the constitution.
The timing could not have been any better. A court agreement that this delegation is unconstitutional would be seismic, not just for Clover, but for the entire Medicare Advantage industry.
So before we get into rolling, I want to give you the government's most potent argument because any honest analyst requires it. The government pointed out something that is genuinely hard to dismiss.
Clover received four stars for 2025 on the very same measures it is now challenging as illegal.
In fact, Clover issued a press release in October of 2024 specifically praising its exceptional performance on the medication adherence measures. The same ones it's now calling arbitrary and capricious.
The government's framing Clover's performance declined relative to its peers in 2026. The measures barely changed and Clover chose to challenge every single measure on which it received one, two, or three stars. And none of the measures on which it received four or five stars.
That is a legitimate argument. Courts take note of results driven litigation, and the judge had to weigh whether this was a genuine legal challenge or performancedriven attempt to change the scoring rules. after the fact.
The fact that the court still vacated uh the rating and ordered recalculation despite the argument is precisely why this ruling is significant. The court found legal merit sufficient to override CMS's defense.
Okay, now let's get into the ruling itself. Docket 61, 72 pages, signed by Judge Lisa uh Lisa G. Wood on May 27th of 2026.
The court granted in part Clover's motion. The court denied CMS's motion entirely. The 2026 star rating is vacated. CMS is ordered to recal uh recalculate.
Let me go through the specific reasons this is so bullish for Clover.
Point one, CMS failed to persuade the court to uphold its own rating. CMS filed a cross motion for summary judgment asking the judge to rule in the government's favor and closed the case.
The court uh denied that motion in full.
That is not a procedural technicality.
It means CMS could not convince the judge that its methodology as applied to Clover was entitled to stand.
Point two, uh the timing is the entire game. Clover structured this lawsuit from day one around one specific deadline, May 29th, 2026. That is the last date CMS can update a plan star rating and still make resulting changes to federal funding for the next contract year. The ruling came May 27th, 2 days before the deadline. That is not an accident. Clover's legal team fought hard for an expedited schedule. The government tried to slow things down, tried to transfer the case to DC. They tried to stay discovery. The judge denied all of it and the ruling landed right on time.
Point number three, $120 million. If the recalculation recalculated rating comes out at four stars and Clover has argued compellingly that it should, that unlocks approximately $120 million in quality bonus payments at Clover's current market cap of roughly 1.4 4 billion.
That's approximately 8 to 9% of the company's total value suddenly put back on the table. That's not a marginal development.
Point four, the clinical case for four stars is compelling but not guaranteed.
When CMS recalculates, it must do so under the court's legal guidelines which constrain how certain measures can be applied or weighted. Clover's HA score of a 4.72 which is uh PO plan specific is a strong foundation. Whether the recalculation number lands at exactly four stars or 3.75 or somewhere else is still unknown.
What is known is that the calculation must now comply with legal standards to previously um with legal standards it previously had violated.
Point five, industry-wide precedent.
Clover is not the only insurer fighting this battle. Humanana, Eleance, uh, Centine, Blue Cross Blue Shield, all of these companies have filed similar lawsuits challenging CMS star rating methodology.
Clover getting a favorable ruling in the 11th Circuit gives every single one of those cases new ammunition.
CMS is going to have to reform its methodology industrywide. that benefits every Medicare Advantage company and positions Clover, which already has superior clinical outcomes data exceptionally well.
Point six, uh, constitutional questions remain open.
Clover's count six raised a constitutional private non-legation argument setting that the 2025 pro Supreme Court decision in FCC v.
Consumer's Research, arguing that CMS improperly delegated scoring authority to private contractor Maximus.
Whether the court reached this constitutional question and how it ruled if it did is not yet confirmed from the docket entry alone. Uh if the court did address it, the implications could be significant across the entire Medicare Advantage program. That is something we know uh we will know once the full 72page opinion uh is reviewed.
So let's bring it all together now and talk about what this means for the Clover Health investment thesis going forward.
Going into this ruling, the bare case on Clover essentially rested on two pillars. First, a 3.5 star rating means lower bonus payments, tighter margins, less capital to invest in benefits and growth. Second, the litigation was a long shot. Uh, courts are differential to agencies.
Um, the government rarely loses these cases quickly.
Both pillars took serious damage this week. on the star rating. The court just handed Clover the mechanism to fix it.
CMS has has to recalculate.
CMS has to follow the court's legal standard. And that standard, based on everything in this ruling, appears to strip away some of the most problematic measures that drove Clover's rating below four stars. On the litigation being a long shot, it wasn't. The judge ruled in Clover's favor on at least some counts. The government's own motion was declined. The rating was vacated.
Calling this a long shot looks very wrong now in hindsight at least.
Now, let's be clear about what we don't know yet. The full 72page ruling was filed on May 27th. We don't know precisely which counts the court granted versus denied. We don't know exactly how CMS will execute the uh recalculation or what the new number will be and the government could appeal to the 11th circuit. Uh though any appeal is unlikely to reverse the uh recalculation order before it takes an effect.
What uh what we do know is this.
Clover Health built its entire company around a single thesis that you can deliver better better clinical outcomes for Medicare seniors through technology data and physician enablement.
Their HEAT score of 4.72 proves that these uh that the thesis is working in the real world.
The problem has always been a measurement system that doesn't give them credit for it.
This week, a federal judge determined that the rating process as applied to Clover contains serious deficiencies that could not stand. CMS must now redo it under the court's legal framework.
for a company that uh proved its scale in 2025. 34% year-over-year revenue growth, 32% membership growth and positive adjusted IBIDA with uh clinical platform that gen that is genuinely class leading and Q1 2026 already delivering 27 million in gap net income.
Adding 120 million in potential bonus payments back into the equation is a material positive.
The pair case just got meaningfully harder to make. A key regulatory headwind has challenged uh was challenged in court and a federal judge cited in part with a clover.
So before we get into the numbers, I want to uh be direct about what we still don't know because intellectual honesty is what separates analysis from promotion.
CMS could appeal this ruling to the 11th Circuit. Even if they don't, uh the recalculation may not fully restore a four-star rating. CMS retains discretion within the boundaries of the court court sets and the final number could land at 3.75 or anywhere else.
Future methodology revisions could offset some of the benefit even if Clover reaches four star in this cycle.
Medicare Advantage as an industry is facing sustained reimbursement pressure from CMS. Um that affects every player in the space and there is always execution risk and a company still scaling its technology and membership base. The ruling is significant.
It is not the final chapter. With that context established, let's look at what the numbers actually say across three scenarios.
And this is not financial advice.
So now let's talk about those numbers, real numbers, because I want to show you exactly what this ruling means in dollar terms for the valuation.
I built a discounted cash flow model using Clover's actual financials. full year 2025 actuals, Q1206 actuals and uh management's own 2026 guidance.
The assumptions are 12% weighted average cost of capital, 3% terminal growth, uh 5-year projection horizon, and a 21% statutory tax rate. The standard federal corporate rate, no adjustments. These are on the side or on the slide.
Uh three scenarios, bare, base, and bull.
The bare case 3 point 3 3.5 stars with margin pressure, slower growth, more competition, margins compress. The DCF still spits out $541 per share. That is 50% above the current price of approximately $3.60.
The base case 3.5 stars. Current management guidance is met. Uh revenue growing 32% in 2027. Margins expanding as membership scales. The company executing on everything it has already told Wall Street. The discount cash flow yields $823 per share. That is 129% upside from the current price.
and what the bull case might be. They get the four stars. The scenario in which the court ordered recalculation reaches or exceeds the quality bonus threshold. The discounted cash flow yields $10.18 per share. That is 183% upside from the 360.
The difference between base and bull between 3.5 stars and four is $1.95 per share. That is a 24% premium on the valuation purely from this one ruling.
Now, here's something I want you to understand. Most people hear 120 million quality bonus and they think, okay, 120 million one time, one year, how much could that really move the needle? Their the answer is by itself not that much. The 120 million alone is uh as a single year Ibida hit only adds about 22 cents a share to the discounted cash flow barely noticeable. What actually drives that $1.95 delta is the compounding effect because four stars is not a one-year event. It is a structural rerating of the company's competitive position. When you have four stars, you can offer richer benefits at the same premium. That means you can attract more members. You can retain members at a higher rate. Your cohort economics improve faster. And you grow revenue 3 to four percentage points faster than every single year going forward than you would have at 3.5 stars.
Modeled out to over five years. that incremental growth, the 36% revenue growth in 2027 versus 32% at 3.5 stars uh compounding each subsequent year adds 386 million to Clover's revenue based uh by 2031. That scale then drives 80 to 100 basis points of additional margin expansion every year because fixed costs get spread across a larger membership.
In this modeled scenario, the illustrative uh enterprise uh enterprise value delta between base and bullcase approaches uh approximately $955 million. That's not a stock price guarantee. uh is a scenario where analysts uh analysis showing the uh order of magnitude of value uh at stake if the recalculation yields a four-star result.
Now I want to show you something that I think is the most honest part of the entire analysis.
any single DCF output is uh a point estimate and a point estimate by itself tells you very little because every assumption you make changes the answer.
So what I've done here is stress tested the model across two variables simultaneously.
The discount rate on one axis and the 2027 revenue growth rate on the other.
Uh the rows are weighted average cost of capital uh weighted average cost of capital from 9% at the top down to 15% at the bottom. The columns are the 2027 revenue growth assumptions from 26% on the left out to 40% on the right. Every cell is a separate discounted cash flow output.
104 scenarios on one slide.
The gold highlighted cell in the middle, $823, is the base case. 12% whack, 32% growth. That is where I anchor in the middle. Now, here's what I want you to take away from this table. Look at the bottom left corner. That's the bare uh bear case, the floor. 15% weight with average cost of capital, 20% uh 26% growth, $583 per share. That's a scenario where I'm wrong about almost everything. Uh the discount rate is punishingly high and growth accelerates significantly from management guidance.
And even there the model implies 62% upside from the current price. Look at the top right. 9% uh whack 40% growth $13.37.
That is the scenario where execution is ex uh exceptional and the market assigns a lower risk premium to the business. Now look at the cells at the bottom. Those are the scenarios where weighted average cost of capital is 14% or above uh and growth disappoints the $6 to 650 range. Still above the current price of 360.
Every single cell in this table is above the current stock price. Every one.
Under my modeling assumptions, there is no scenario on the grid, not even the most punching combination of high discount rate and low growth that implies the current stock is fairly valued. That does not mean the stock can't go lower. It does not mean I am right either. It means that at $3.60, 60s. The current price is embedding assumptions about Clover's business that are more pessimistic than the most conservative cell in the grid.
And I want to be transparent. I'm doing this discounted cash flow myself. These are my own numbers. I my own assumptions built from the actual financials. You can agree with them, stress test them differently, or go build your own.
Honestly, that is exactly what I'd encourage you to do. The current valuation still reflects substantial market se skepticism around Clover's ability to sustain and monetize its growth trajectory. Uh, this ruling is one meaningful data point that warrants revisiting uh those assumptions.
I am not a financial adviser. Everything you've seen in this video is for educational purposes only. and reflects my personal research as a hobby. Nothing here should be taken as a recommendation to buy or sell any securities. Please do your own due diligence. Like, subscribe.
I'll see you guys in the next one.
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