Clover Health Investments Corp SEC Filings

Jamie L. Reynoso, CEO, reported a sale of 4,914 shares of Class A common stock of Clover Health Investments, Corp. (CLOV) on 09/17/2025 at a weighted average price of $3.09 per share under a Rule 10b5-1 trading plan adopted March 13, 2025. After the reported sale, the filing shows beneficial ownership of 3,053,890 shares held directly. The Form 4 was signed by an attorney-in-fact and includes a footnote that the shares were sold in multiple transactions at prices ranging from $3.06 to $3.13, and that the reporting person can provide detailed per-price sale information on request.

Karen M. Soares, General Counsel & Secretary of Clover Health Investments (CLOV), reported a transaction dated 09/15/2025 in which 6,403 shares of Class A common stock were withheld to cover tax obligations upon vesting of 6.25% of the RSUs originally granted on 09/15/2022. The report shows the shares were disposed at a price of $3.14 and that the reporting person beneficially owned 1,463,084 shares following the transaction. The filing notes the remaining RSUs vest quarterly in equal installments with a final vesting date of 09/15/2026. The Form 4 is signed by an attorney-in-fact for the reporting person on 09/17/2025.

Clover Health Investments, Corp. (CLOV) notice reports a proposed sale of 4,914 common shares through Morgan Stanley Smith Barney with an aggregate market value of $15,331.68. The form lists total outstanding shares of 420,139,394 and an approximate sale date of 09/17/2025. The shares were acquired as Restricted Stock Units on 09/14/2025 from the issuer. The filing also discloses three prior 10b5-1 sales by the same person during the past three months: 19,789 shares on 07/03/2025 for $50,978.44, 2,012 on 07/07/2025 for $5,733.40, and 6,823 on 08/04/2025 for $19,717.79. The filer affirms they are not aware of undisclosed material adverse information and indicates reliance on Rule 10b5-1 procedures where applicable.

Jamie L. Reynoso, an officer (CEO, Medicare Advantage) of Clover Health Investments, filed a Form 4 reporting automatic withholding of shares to cover taxes on vested restricted stock units. On 09/14/2025, 12,567 shares of Class A common stock were withheld at $3.06 per share following vesting of RSUs granted 03/14/2022. On 09/15/2025, 8,691 shares were withheld at $3.14 per share after vesting of RSUs granted 09/16/2022. After these withholdings, the reporting person beneficially owned 3,058,804 shares. The withheld shares reflect tax settlements rather than open-market sales.

Jamie L. Reynoso, an officer (CEO, Medicare Advantage) of Clover Health Investments, Corp. (CLOV), filed an amended Form 4 reporting a correction to previously disclosed restricted stock unit (RSU) activity and a tax-withholding disposal. The amendment shows a disposition of 85,596 shares of Class A common stock on 06/30/2025 at a reported price of $2.79 per share, representing shares automatically withheld to cover tax obligations on the final one-third vesting of a performance-based RSU grant awarded on 03/16/2023. After the transaction and amendment, Reynoso directly holds 2,887,905 shares of Class A common stock. The filing clarifies the total number of earned RSUs and updates the directly held share total to reflect transactions through 06/30/2025.

Jamie L. Reynoso, identified as an officer (CEO, Medicare Advantage) of Clover Health Investments, Corp. (CLOV), reported a transaction dated 09/13/2024 involving restricted stock units (RSUs). The filing amends a prior Form 4 to reflect that 518,000 RSUs were earned under a performance-based grant awarded on 10/31/2023. One-half of those earned RSUs vested and were settled on 09/13/2024, at a reported price of $0 per share. The filing states the reporting person directly beneficially owned 2,531,545 shares of Class A common stock after the settlement, with the remaining half of the earned RSUs scheduled to vest on 10/31/2025 subject to continued employment. The amendment was filed to reflect the full number of RSUs achieved.

Jamie L. Reynoso, an officer (CEO, Medicare Advantage) of Clover Health Investments (CLOV), amended a Form 4 to clarify equity movements tied to performance-based restricted stock units (RSUs). The amendment confirms that 52,967 shares of Class A common stock were disposed of on 06/30/2024 at a price of $1.23 per share to satisfy tax withholding related to the vesting of the second tranche of performance-based RSUs. The RSUs were awarded March 16, 2023, with one-third vested September 7, 2023, one-third on June 30, 2024, and the final third scheduled for June 30, 2025. Following the transaction, the reporting person directly holds 2,401,108 Class A shares.

Conrad Wai, an officer (CEO, Counterpart Health) of Clover Health Investments, Corp. (CLOV), reported a transaction on 09/14/2025 involving the vesting of time-based restricted stock units granted on 03/14/2022. To satisfy tax withholding when 6.25% of the original RSU grant vested, 98,412 shares of Class A common stock were automatically withheld at a price of $3.06 per share. After the withholding, the reporting person beneficially owned 1,573,425 shares directly and 1,403,701 shares indirectly (held in a trust for family benefit, of which the reporting person is co-trustee). The remaining RSUs continue to vest quarterly with final vesting on 03/14/2026, contingent on continued service.

Karen M. Soares, General Counsel & Secretary of Clover Health Investments, Corp. (CLOV), reported a routine withholding of vested restricted stock units on August 14, 2025. The Form 4 shows 7,459 shares of Class A common stock were disposed of at an implicit withholding price of $2.57 per share to cover tax obligations tied to the vesting of 6.25% of RSUs originally granted on February 14, 2022. After this withholding, the Reporting Person beneficially owns 1,469,487 shares of Class A common stock.

The filing explains the RSU schedule: the 6.25% portion vested on August 14, 2025, with the remaining time‑based RSUs vesting in equal quarterly installments of 6.25% and a final vesting date of February 14, 2026, contingent on continued service. The Form 4 was signed by an attorney‑in‑fact on behalf of Ms. Soares on August 18, 2025.