Clover Health officer proposes $1.31M share sale

The proposed sale is described as covering tax withholding on restricted stock unit vesting and settlement, rather than as a discretionary transaction.

Rhea-AI Filing Summary

Clover Health Investments, Corp. reports that Andrew Toy, an Officer, proposes to sell 309,558 shares of Class A Common Stock. The notice describes the sale as a sell-to-cover transaction to meet tax withholding obligations tied to restricted stock unit vesting and settlement, not as a discretionary transaction. It also lists three sales under a 10b5-1 plan during July and August 2026.

Key Figures

Proposed shares to be sold: 309,558 shares Aggregate market value: $1,309,430.34 Shares outstanding: 435,441,337 shares +3 more

6 metrics

Proposed shares to be sold 309,558 shares Class A Common Stock

Aggregate market value $1,309,430.34 Proposed sale

Shares outstanding 435,441,337 shares Issuer shares outstanding listed in the notice

Shares sold 313,476 shares July 1, 2026

Shares sold 62,711 shares July 15, 2026

Shares sold 87,798 shares August 10, 2026

Key Terms

Restricted Stock Units, sell to cover, 10b5-1 Plan

3 terms

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

"funded by a "sell to cover" transaction"

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 Sale for Andrew Toy"

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.

How many CLOV shares does Andrew Toy propose to sell?

Andrew Toy proposes to sell 309,558 shares of Class A Common Stock, with an aggregate market value of $1,309,430.34 listed for the proposed sale.

What prior CLOV sales did Andrew Toy report?

Andrew Toy's reported past-three-month sales were 313,476 shares on July 1, 2026, with an aggregate market value of $1,667,692.32; 62,711 shares on July 15, 2026, with an aggregate market value of $292,860.37; and 87,798 shares on August 10, 2026, with an aggregate market value of $408,260.70. Each is labeled a 10b5-1 plan sale.

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

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Available on EDGAR 10/01/2026 - 04:27 PM Accepted by SEC EDGAR 10/01/2026 - 04:27 PM Learn about SEC filing dates

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	0001838733
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	Andrew Toy
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	309558	1309430.34	435441337	10/01/2026	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	10/01/2026	Restricted Stock Units	Issuer			309558	10/01/2026	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 Sale for Andrew Toy 1209 Orange Street Wilmington DE 19801	Class A Common Stock	07/01/2026	313476	1667692.32
10b5-1 Plan Sale for Andrew Toy 1209 Orange Street Wilmington DE 19801	Class A Common Stock	07/15/2026	62711	292860.37
10b5-1 Plan Sale for Andrew Toy 1209 Orange Street Wilmington DE 19801	Class A Common Stock	08/10/2026	87798	408260.7

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	10/01/2026
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 Andrew Toy
ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)