2026-06-01T09:50:59-05:00 2025-12-31 410746749 CLIFTONLARSONALLEN LLP 220 SOUTH SIXTH STREET SUITE 300 MINNEAPOLIS MN 55402 990 2025-01-01 932931013 UCARE KANSAS INC UCAR 6126766500 PO BOX 519 STUART VA 24171 DON ROOF SPECIAL DEPUTY COMMISSIONER 6126766500 2026-05-28 1 KURT BENNION CPA P01469618 6123764500 2026-05-28 2025 2025-03-06 01:10:19Z X X DON ROOF PO BOX 519 STUART VA 24171 144063 0 X WWW.UCARE.ORG X 2023 KS TO PROVIDE COMPREHENSIVE HEALTH SERVICES AND CARE MANAGEMENT SERVICES TO OUR MEMBERS. X 0 0 0 0 0 0 0 0 0 0 72008 144063 0 0 72008 144063 0 3710597 0 0 0 0 0 0 0 7229 2879 7229 3713476 64779 -3569413 3569861 0 0 0 3569861 0 X UCARE KANSAS WILL IMPROVE THE HEALTH OF OUR MEMBERS THROUGH INNOVATIVE SERVICES AND PARTNERSHIPS ACROSS COMMUNITIES. 0 1 3710597 3710597 0 UCARE KANSAS INC. WAS A NON-PROFIT SERVICE INSURANCE CORPORATION THAT PROVIDED ACCESS TO COMPREHENSIVE HEALTH SERVICES AND CARE MANAGEMENT PROGRAMS DESIGNED TO IMPROVE THE HEALTH AND HEALTH COVERAGE OF ENROLLED MEMBERS.IN DECEMBER 2025, UCARE KANSAS MERGED INTO UCARE MINNESOTA AND UCARE KANSAS CEASED TO EXIST AS A SEPARATE LEGAL ENTITY. 3710597 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 1 0 1 0 0 0 0 0 0 0 0 0 0 1 0 0 1 0 0 1 0 0 0 0 0 0 0 0 0 0 0 X 0 0 0 1 1 0 1 1 1 1 1 0 0 1 1 1 1 1 1 0 0 0 X GREG MARSHALL 6126766500 PO BOX 519 STUART VA 24171 HILARY MARDEN-RESNIK PRESIDENT & CEO 0.10 39.90 X X 0 1253081 196636 BETH MONSRUD SVP, CFO & TREASURER 0.10 39.90 X X 0 703052 84697 MARIE ZIMMERMAN-ENGER EVP & DIRECTOR 0.10 39.90 X X 0 628951 89729 DANIEL SANTOS CHIEF LEGAL OFF. & SECRETARY (THROUGH OCT 2025) 0.10 39.90 X 0 654110 72683 MATT ENTENZA SECRETARY 0.10 0.50 X 0 0 0 JAY SIVASAILAM EVP CHIEF GROWTH OFFICER (THROUGH APRIL 2025) 0.10 39.90 X 0 622995 20859 TENBIT EMIRU EVP, CHIEF MEDICAL OFFICER 0.10 39.90 X 0 692295 85675 JONATHAN HAMDORF VP, MARKET PRESIDENT 0.10 39.90 X 0 331970 24880 DARIN MCDONALD EVP, CHIEF INFORMATION OFFICER 0.10 39.90 X 0 613519 87297 PATRICIA SCHMITT EVP, ORG HR & ORG EFFECTIVENESS 0.10 39.90 X 0 644196 81415 0 6144169 743871 0 0 1 0 0 144063 144063 144063 0 0 144063 3710597 3710597 2065 2065 521 521 LICENSES/FEES/DUES 293 293 3713476 3710597 2879 0 125649 0 2928255 0 0 0 0 0 0 0 0 0 502707 0 0 0 0 13250 0 3569861 0 0 0 X 3569861 0 3569861 0 3569861 0 -3569413 -448 0 X 0 0 0 1 UCARE MINNESOTA PO BOX 519 STUART VA 24171 363573805 501(C)(3) 647145 3063452 FMV INVESTMENTS AND ACCRUED INTEREST TRANSFER OF ASSETS UPON MERGER 1 0 PART I, LINE 2: THE ONLY TRANSFER DURING THE YEAR WAS TO UCARE MINNESOTA, A RELATED ORGANIZATION. APPROPRIATE USE OF TRANSFERRED ASSETS IS ENSURED BY SHARED BOARD AND EXECUTIVE OVERSIGHT BETWEEN THE ORGANIZATIONS. 1 1 0 0 0 0 0 0 0 HILARY MARDEN-RESNIK PRESIDENT & CEO 0 980333 0 100000 0 172748 0 163479 0 33157 0 1449717 0 168796 BETH MONSRUD SVP, CFO & TREASURER 0 549748 0 85353 0 67951 0 62046 0 22651 0 787749 0 67951 TENBIT EMIRU EVP, CHIEF MEDICAL OFFICER 0 534950 0 81097 0 76248 0 63348 0 22327 0 777970 0 76204 DANIEL SANTOS CHIEF LEGAL OFF. & SECRETARY (THROUGH OCT 2025) 0 510878 0 76860 0 66372 0 59323 0 13360 0 726793 0 66372 PATRICIA SCHMITT EVP, ORG HR & ORG EFFECTIVENESS 0 502900 0 73767 0 67529 0 58599 0 22816 0 725611 0 67529 MARIE ZIMMERMAN-ENGER EVP & DIRECTOR 0 489904 0 71588 0 67459 0 57737 0 31992 0 718680 0 67410 DARIN MCDONALD EVP, CHIEF INFORMATION OFFICER 0 482169 0 69634 0 61716 0 54696 0 32601 0 700816 0 61681 JAY SIVASAILAM EVP CHIEF GROWTH OFFICER (THROUGH APRIL 2025) 0 523479 0 68242 0 31274 0 18627 0 2232 0 643854 0 31274 JONATHAN HAMDORF VP, MARKET PRESIDENT 0 298703 0 33267 0 0 0 8838 0 16042 0 356850 0 0 PART I, LINE 3 THE COMPENSATION FOR THE PRESIDENT AND CEO IS DETERMINED BY UCARE MINNESOTA, THE SOLE MEMBER. THE FOLLOWING METHODS ARE USED BY UCARE MINNESOTA WHEN DETERMINING THE PRESIDENT AND CEO'S COMPENSATION: (1) COMPENSATION COMMITTEE (2) INDEPENDENT COMPENSATION CONSULTANT (3) FORM 990 OF OTHER ORGANIZATIONS (4) WRITTEN EMPLOYMENT CONTRACT (5) COMPENSATION SURVEY OR STUDY (6) APPROVAL BY THE BOARD OR COMPENSATION COMMITTEE PART I, LINES 4A-B JAY SIVASAILAM - EVP, CHIEF GROWTH OFFICER - RECEIVED SEVERANCE PAYMENTS OF $235,462 IN 2025 FROM UCARE MINNESOTA, A RELATED ORGANIZATION. THE FOLLOWING INDIVIDUALS PARTICIPATED IN UCARE MINNESOTA'S 457(F) PLAN IN 2025: CONTRIBUTIONS: HILARY MARDEN-RESNIK - $152,479 DANIEL SANTOS - $48,321 BETH MONSRUD - $53,796 PATRICIA SCHMITT - $47,799 DARIN MCDONALD - $43,696 TENBIT EMIRU - $52,348 MARIE ZIMMERMAN-ENGER - $46,737 JAY SIVASAILAM - $14,212 DISTRIBUTIONS: HILARY MARDEN-RESNIK - $168,796 DANIEL SANTOS - $66,372 BETH MONSRUD - $67,951 PATRICIA SCHMITT - $67,529 DARIN MCDONALD - $61,681 TENBIT EMIRU - $76,204 MARIE ZIMMERMAN-ENGER - $67,410 JAY SIVASAILAM - $31,274 CASH 2025-12-31 647145 CASH 363573805 UCARE MINNESOTA PO BOX 519 STUART VA 24171 501(C)(3) INVESTMENTS 2025-12-31 3053688 FMV 363573805 UCARE MINNESOTA PO BOX 519 STUART VA 24171 501(C)(3) ACCRUED INTEREST 2025-12-31 9764 FMV 363573805 UCARE MINNESOTA PO BOX 519 STUART VA 24171 501(C)(3) 1 1 0 0 1 1 1 1 0 PART I, LINE 2E: PERSON(S) INVOLVED: ALL OFFICERS, KEY EMPLOYEES AND DIRECTORS AS LISTED IN FORM 990, PART VII, SECTION A PART I, LINE 2E: EXPLANATION OF INVOLVEMENT: THE DIRECTORS, OFFICERS AND KEY EMPLOYEES OF UCARE KANSAS, AS LISTED IN FORM 990, PART VII, SECTION A, WERE ALSO THE OFFICERS AND KEY EMPLOYEES OF UCARE MINNESOTA PRIOR TO THE MERGER AND CONTINUED TO SERVE IN THOSE POSITIONS AT UCARE MINNESOTA AFTER THE MERGER. FORM 990, PART III, LINE 3 IN DECEMBER 2025, UCARE KANSAS MERGED INTO UCARE MINNESOTA AND UCARE KANSAS CEASED TO EXIST AS A SEPARATE LEGAL ENTITY. FORM 990, PART VI, SECTION A, LINE 3 UCARE KANSAS, INC. HAS AN ADMINISTRATIVE SERVICE AGREEMENT WITH UCARE MINNESOTA TO PROVIDE OVERALL MANAGEMENT AND ADMINISTRATION OF UCARE KANSAS, INC.'S BUSINESS. ON DECEMBER 17, 2025, UCARE WAS PLACED INTO REHABILITATION AND THE COMMISSIONER OF THE MINNESOTA DEPARTMENT OF HEALTH WAS APPOINTED REHABILITATOR. EXAMINATION RESOURCES WAS APPOINTED SPECIAL DEPUTY COMMISSIONER AND IS MANAGING THE OPERATIONS OF UCARE MINNESOTA AND UCARE KANSAS. FORM 990, PART VI, SECTION A, LINE 4 ARTICLES OF MERGER WERE FILED WITH THE KANSAS SECRETARY OF STATE AND THE MINNESOTA SECRETARY OF STATE, MERGING UCARE KANSAS INTO UCARE MINNESOTA AND TERMINATING THE EXISTENCE OF UCARE KANSAS AS A SEPARATE LEGAL ENTITY. FORM 990, PART VI, SECTION A, LINE 6 THE CORPORATION'S SOLE MEMBER IS UCARE MINNESOTA, A MINNESOTA NON-PROFIT CORPORATION ORGANIZED TO OPERATE AS A HEALTH MAINTENANCE ORGANIZATION UNDER MINNESOTA STATUTES, CHAPTER 62D. AS THE CORPORATE MEMBER, HAS ALL POWERS AND VOTING RIGHTS AFFORDED BY LAW TO VOTING MEMBERS OF NONPROFIT CORPORATIONS. FORM 990, PART VI, SECTION A, LINE 7A THE DIRECTORS ARE ELECTED AUTOMATICALLY BY VIRTUE OF THEIR ELECTION TO THE UCARE MINNESOTA BOARD OF DIRECTORS, UNLESS A DIFFERENT DIRECTOR IS ELECTED BY UCARE MINNESOTA AS CORPORATE MEMBER ACTING THROUGH ITS BOARD OF DIRECTORS. SUCH DIFFERENT DIRECTORS NEED NOT BE RESIDENT OF KANSAS, AND MAY OR MAY NOT BE ENROLLEES RECEIVING COVERAGE OR SERVICES FROM THE CORPORATION ALTHOUGH AT LEAST 40% OF THE DIRECTORS SHALL BE ENROLLEES OF THE CORPORATION OR UCARE MINNESOTA. ON DECEMBER 17, 2025, UCARE WAS PLACED INTO REHABILITATION AND THE COMMISSIONER OF THE MINNESOTA DEPARTMENT OF HEALTH WAS APPOINTED REHABILITATOR. EXAMINATION RESOURCES WAS APPOINTED SPECIAL DEPUTY COMMISSIONER. UPON THE APPOINTMENT OF THE REHABILITATOR, THE BOARD OF DIRECTORS WAS DISSOLVED. FORM 990, PART VI, SECTION A, LINE 7B IN ADDITION TO THE POWERS SET FORTH IN KANSAS FOR MEMBERS, UCARE MINNESOTA HAS RESERVED TO ITSELF THE FOLLOWING POWERS CONCERNING THE GOVERNANCE OF THE CORPORATION, WHICH SHALL BE EXPRESSED THROUGH THE UCARE MINNESOTA BOARD OF DIRECTORS: (A) THE APPROVAL OF ANY PLANS OF MERGER OR CONSOLIDATION BY THE CORPORATION WITH ANY FOREIGN OR DOMESTIC CORPORATION, VOLUNTARY DISSOLUTION OF THE CORPORATION, OR ANY SALES, LEASE, OR TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS; (B) THE APPROVAL OF THE GRANT OF A SECURITY INTEREST IN ALL OR SUBSTANTIALLY ALL OF THE CORPORATION'S ASSETS OR THE GUARANTEE OF ANY INDEBTEDNESS BEFORE SUCH ECURITY INTEREST OR GUARANTEE BECOMES LEGALLY BINDING, AND (C) THE AMENDMENT OF THE ARTICLES OF INCORPORATION OR BY LAWS. ON DECEMBER 17, 2025, UCARE WAS PLACED INTO REHABILITATION AND THE COMMISSIONER OF THE MINNESOTA DEPARTMENT OF HEALTH WAS APPOINTED REHABILITATOR. EXAMINATION RESOURCES WAS APPOINTED SPECIAL DEPUTY COMMISSIONER. UPON THE APPOINTMENT OF THE REHABILITATOR, THE BOARD OF DIRECTORS WAS DISSOLVED. FORM 990, PART VI, SECTION B, LINE 11B THE FORM 990 WAS PREPARED BY THE CONTROLLER AND REVIEWED BY AN INDEPENDENT ACCOUNTING FIRM. UCARE PROVIDED A COPY AND REVIEWED THE DETAIL OF THE COMPLETED 990 FORM WITH THE SPECIAL DEPUTY COMMISSIONER. UPON APPROVAL BY THE SPECIAL DEPUTY COMMISSIONER, THE 990 FORM WAS FILED WITH THE INTERNAL REVENUE SERVICE. FORM 990, PART VI, SECTION B, LINE 12C UCARE REQUIRES COMPLETION OF AN ANNUAL QUESTIONNAIRE BY ITS BOARD MEMBERS, OFFICERS, AND SENIOR EXECUTIVES, WHICH IS DESIGNED TO SURFACE POTENTIAL CONFLICTS OF INTEREST. IN ADDITION, UCARE'S CONFLICT OF INTEREST POLICY REQUIRES DISCLOSURE TO THE BOARD CHAIR AND/OR CEO OF A POTENTIAL CONFLICT INVOLVING A DIRECTOR, OFFICER, OR MANAGEMENT STAFF WHEN A PARTICULAR TRANSACTION ARISES. IF THE BOARD OR DESIGNATED BOARD COMMITTEE DETERMINES THAT A POTENTIAL CONFLICT EXISTS RELATED TO A TRANSACTION REQUIRING ACTION BY THE BOARD, THE POLICY CALLS FOR THE BOARD MEMBER WITH THE POTENTIAL CONFLICT TO ABSTAIN FROM VOTING. IN ADDITION, A MAJORITY OF THE DISINTERESTED DIRECTORS MUST FIND THAT THE TRANSACTION IS FAIR AND REASONABLE TO THE OPERATION AND THAT THE ORGANIZATION COULD NOT REASONABLY FIND A MORE ADVANTAGEOUS TRANSACTION FROM ANOTHER ENTITY WITHOUT A POTENTIAL CONFLICT. THE POLICY ALSO REQUIRES DISCLOSURE OF POTENTIAL CONFLICTS TO THE BOARD OR DESIGNATED COMMITTEE EVEN FOR TRANSACTIONS NOT REQUIRING BOARD ACTION. FORM 990, PART VI, SECTION C, LINE 19 UCARE KANSAS, INC. WILL PROVIDE GOVERNING DOCUMENTS, CONFLICT OF INTEREST POLICY AND/OR FINANCIAL STATEMENTS UPON REQUEST. UCARE MINNESOTA PO BOX 519 STUART VA 24171 363573805 NOT-FOR-PROFIT HEALTH MAINTENANCE ORGANIZATION MN 501(C)(3) LINE 10 N/A 0 UCARE HEALTH INC PO BOX 519 STUART VA 24171 208295948 NON-PROFIT SERVICE INSURANCE ORGANIZATION MN 501(C)(4) UCARE MINNESOTA 0 UCARE IOWA PO BOX 519 STUART VA 24171 880661315 NON-PROFIT SERVICE INSURANCE ORGANIZATION IA 501(C)(3) LINE 10 UCARE MINNESOTA 0 UCARE FOUNDATION PO BOX 519 STUART VA 24171 464795214 COMMUNITY-DIRECTED INITIATIVE OF UCARE MINNESOTA MN 501(C)(3) LINE 12A, I UCARE MINNESOTA 0 UCARE COMMUNITY HEALTH PLAN PO BOX 519 STUART VA 24171 411796007 NON-PROFIT SERVICE INSURANCE ORGANIZATION MN 501(C)(4) UCARE MINNESOTA 0 0 1 0 0 0 0 0 0 0 0 0 0 1 1 1 0 0 0 0