Clover Health officer may sell 6,416 shares for taxes

An officer of Clover Health has filed Form 144 to sell shares mainly to cover tax withholding from vesting restricted stock units.

Available on EDGAR 09/15/2026 - 05:26 PM EDT Accepted by SEC EDGAR 09/15/2026 - 05:26 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Clover Health Investments, Corp. (CLOV) received a Form 144 notice that officer Karen M. Soares may sell 6,416 shares of Class A common stock on September 15, 2026 through Morgan Stanley Smith Barney LLC.

The shares come from restricted stock units vesting as compensation, and the sales are described as a “sell to cover” transaction solely to satisfy tax withholding obligations, not as discretionary trades.

Key Figures

Proposed shares to be sold: 6,416 shares Proposed sale value: $29,898.56 Shares outstanding: 435,441,337 shares +3 more

6 metrics

Proposed shares to be sold 6,416 shares Class A common stock planned for sale on September 15, 2026

Proposed sale value $29,898.56 Aggregate market value listed for the 6,416 proposed shares

Shares outstanding 435,441,337 shares Class A common stock figure listed alongside the proposed sale

June 15, 2026 10b5-1 sale 4,681 shares; $21,579.41 Clover Health Class A shares sold under a 10b5-1 plan

July 15, 2026 10b5-1 sale 10,519 shares; $49,123.73 Clover Health Class A shares sold under a 10b5-1 plan

July 20, 2026 10b5-1 sale 51,700 shares; $233,167.00 Clover Health Class A shares sold under a 10b5-1 plan

Key Terms

Rule 144, restricted stock units, sell to cover, 10b5-1 Plan

4 terms

Rule 144 regulatory

"See the definition of "person" in paragraph (a) of Rule 144."

Rule 144 is a U.S. securities regulation that sets conditions under which restricted or insider-held shares can be legally resold to the public, such as required holding periods, availability of public information, limits on how much can be sold at once, and certain filing requirements. For investors it matters because it determines when previously locked-up shares can enter the market — like a release valve that can increase supply, affect share price, and signal insider intent.

restricted stock units financial

"in connection with the vesting and settlement of restricted stock units."

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell to cover financial

"to be funded by a "sell to cover" transaction and do not represent"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

10b5-1 Plan regulatory

"10b5-1 Plan Sales for Karen Soares 1209 Orange Street"

A 10b5-1 plan is a pre-arranged strategy that allows company insiders to buy or sell their shares at predetermined times and prices, even while they are aware of confidential information. It acts like a scheduled appointment for trading, helping ensure transactions happen transparently and legally, which can reassure investors that trades are not based on insider knowledge.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What does the Form 144 filing by CLOV’s officer Karen Soares disclose?

It discloses that officer Karen M. Soares may sell 6,416 shares of Clover Health Class A common stock on September 15, 2026, with the filing stating the purpose is to cover tax withholding on vesting restricted stock units via a “sell to cover” transaction.

How many CLOV shares is Karen Soares proposing to sell under this Form 144?

The notice covers a proposed sale of 6,416 shares of Clover Health Class A common stock, with an aggregate market value of $29,898.56 as listed in the filing.

What is the stated purpose of Karen Soares’s planned CLOV share sales?

The filing states the proposed sales are to cover tax withholding obligations related to the vesting and settlement of restricted stock units, funded by a “sell to cover” transaction and described as not representing discretionary transactions by the reporting person.

What recent CLOV stock sales has Karen Soares reported in the last 3 months?

The filing lists 10b5-1 Plan sales of Clover Health Class A shares: 4,681 shares for $21,579.41 on June 15, 2026; 10,519 shares for $49,123.73 on July 15, 2026; and 51,700 shares for $233,167.00 on July 20, 2026.

How many CLOV shares are shown as outstanding in this Form 144?

The Form 144 lists 435,441,337 shares of Class A common stock, presented in the same table as the proposed sale, giving context for the company’s total share count.

Which broker is handling the proposed CLOV share sale for Karen Soares?

The proposed sale of Clover Health Class A common stock is listed as being through Morgan Stanley Smith Barney LLC, located at 1 New York Plaza, 8th Floor, New York, NY 10004.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Form 144 Filer Information	UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 144 NOTICE OF PROPOSED SALE OF SECURITIES PURSUANT TO RULE 144 UNDER THE SECURITIES ACT OF 1933
FORM 144

144: Filer Information

Filer CIK	0001999086
Filer CCC	XXXXXXXX
Is this a LIVE or TEST Filing?	LIVE TEST
Submission Contact Information
Name
Phone
E-Mail Address

144: Issuer Information

Name of Issuer	Clover Health Investments, Corp.
SEC File Number	001-39252
Address of Issuer	1209 Orange Street Wilmington DELAWARE 19801
Phone	2014322133
Name of Person for Whose Account the Securities are To Be Sold	Karen Soares
See the definition of "person" in paragraph (a) of Rule 144. Information is to be given not only as to the person for whose account the securities are to be sold but also as to all other persons included in that definition. In addition, information shall be given as to sales by all persons whose sales are required by paragraph (e) of Rule 144 to be aggregated with sales for the account of the person filing this notice.
Relationship to Issuer	Officer

144: Securities Information

Title of the Class of Securities To Be Sold	Name and Address of the Broker	Number of Shares or Other Units To Be Sold	Aggregate Market Value	Number of Shares or Other Units Outstanding	Approximate Date of Sale	Name the Securities Exchange
Class A Common Stock	Morgan Stanley Smith Barney LLC 1 New York Plaza 8th Floor New York NY 10004	6416	29898.56	435441337	09/15/2026	Nasdaq Stock Market

Furnish the following information with respect to the acquisition of the securities to be sold and with respect to the payment of all or any part of the purchase price or other consideration therefor:

144: Securities To Be Sold

Title of the Class	Date you Acquired	Nature of Acquisition Transaction	Name of Person from Whom Acquired	Is this a Gift?	Date Donor Acquired	Amount of Securities Acquired	Date of Payment	Nature of Payment *
Class A Common Stock	09/15/2026	Restricted Stock Units	Issuer			6416	09/15/2026	Compensation

* If the securities were purchased and full payment therefor was not made in cash at the time of purchase, explain in the table or in a note thereto the nature of the consideration given. If the consideration consisted of any note or other obligation, or if payment was made in installments describe the arrangement and state when the note or other obligation was discharged in full or the last installment paid.

Furnish the following information as to all securities of the issuer sold during the past 3 months by the person for whose account the securities are to be sold.

144: Securities Sold During The Past 3 Months

Name and Address of Seller	Title of Securities Sold	Date of Sale	Amount of Securities Sold	Gross Proceeds
10b5-1 Plan Sales for Karen Soares 1209 Orange Street Wilmington DE 19801	Class A Common Stock	06/15/2026	4681	21579.41
10b5-1 Plan Sales for Karen Soares 1209 Orange Street Wilmington DE 19801	Class A Common Stock	07/15/2026	10519	49123.73
10b5-1 Plan Sales for Karen Soares 1209 Orange Street Wilmington DE 19801	Class A Common Stock	07/20/2026	51700	233167

144: Remarks and Signature

Remarks	The proposed sales reported represent shares to be sold by the reporting person to cover tax withholding obligations in connection with the vesting and settlement of restricted stock units. The purpose of the proposed sales is to satisfy tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary transactions by the reporting person.
Date of Notice	09/15/2026
Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1	03/02/2026
ATTENTION:
The person for whose account the securities to which this notice relates are to be sold hereby represents by signing this notice that he does not know any material adverse information in regard to the current and prospective operations of the Issuer of the securities to be sold which has not been publicly disclosed. If such person has adopted a written trading plan or given trading instructions to satisfy Rule 10b5-1 under the Exchange Act, by signing the form and indicating the date that the plan was adopted or the instruction given, that person makes such representation as of the plan adoption or instruction date.
Signature	/s/Peter J. Rivas as attorney-in-fact for Karen M. Soares
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)