CLOV Notice: 4,914 Shares From RSUs to Be Sold; Prior 10b5-1 Sales Disclosed

Rhea-AI Filing Summary

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.

Positive

• Full disclosure of acquisition type: Shares were acquired as Restricted Stock Units on 09/14/2025, clarifying compensation origin
• Broker identified: Morgan Stanley Smith Barney named as executing broker, supporting transparency
• Prior sales disclosed: Three 10b5-1 sales in the past three months are listed, which aids investor visibility

Negative

• Insider selling activity: Aggregate of 28,624 shares sold in July–August 2025 may signal ongoing insider liquidity
• Concentration of recent sales: A 19,789-share sale on 07/03/2025 accounted for the largest single prior sale disclosed

Insights

Financial Analyst

TL;DR: Insider plans to sell a small block of RSU shares; recent 10b5-1 activity shows meaningful insider liquidity in July–August.

The notice details a proposed sale of 4,914 common shares valued at $15,331.68, following RSU acquisition on 09/14/2025. Relative to 420.1 million outstanding shares, the position is immaterial to equity base, so direct market impact is unlikely. However, the filing discloses multiple 10b5-1 selling transactions in July and August totaling 28,624 shares and roughly $76,429 in gross proceeds, which shows the account has been liquidating over recent months. For investors, the key takeaway is that this is routine insider compensation monetization rather than a company-level event; it provides limited signal about operating performance.

Corporate Governance Expert

TL;DR: Disclosure follows Rule 144 requirements and includes 10b5-1 sales history and RSU origin; compliance appears complete in this notice.

The form identifies the broker, acquisition type (Restricted Stock Units), acquisition and planned sale dates, and prior 10b5-1 transactions, meeting standard disclosure elements. The signer represents absence of undisclosed material adverse information and references Rule 10b5-1 plan adoption where applicable. From a governance perspective, transparent reporting of prior sales and the RSU source supports regulatory compliance and provides shareholders with needed context on insider selling activity.

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

144: Issuer Information

Name of Issuer

SEC File Number

Address of Issuer

Phone

Name of Person for Whose Account the Securities are To Be Sold

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

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
Common	Morgan Stanley Smith Barney LLC Executive Financial Services 1 New York Plaza 8th Floor New York NY 10004	4914	15331.68	420139394	09/17/2025	NASDAQ

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 *
Common	09/14/2025	Restricted Stock Units	Issuer			4914	09/14/2025	N/A

* 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 Sales for JAMIE REYNOSO 1209 Orange Street Wilmington DE 19801	Common	08/04/2025	6823	19717.79
10b5-1 Sales for JAMIE REYNOSO 1209 Orange Street Wilmington DE 19801	Common	07/07/2025	2012	5733.40
10b5-1 Sales for JAMIE REYNOSO 1209 Orange Street Wilmington DE 19801	Common	07/03/2025	19789	50978.44

144: Remarks and Signature

Remarks

Date of Notice

Date of Plan Adoption or Giving of Instruction, If Relying on Rule 10b5-1

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

ATTENTION: Intentional misstatements or omission of facts constitute Federal Criminal Violations (See 18 U.S.C. 1001)

FAQ

What does the Form 144 for CLOV disclose about the proposed sale?

The form discloses a proposed sale of 4,914 common shares valued at $15,331.68, with an approximate sale date of 09/17/2025 via Morgan Stanley Smith Barney.

How were the shares being sold acquired according to the filing?

The shares were acquired as Restricted Stock Units from the issuer on 09/14/2025.

What prior insider sales are disclosed in this Form 144 for CLOV?

Three 10b5-1 sales are listed: 19,789 shares on 07/03/2025 (gross proceeds $50,978.44), 2,012 shares on 07/07/2025 ($5,733.40), and 6,823 shares on 08/04/2025 ($19,717.79).

How large is the proposed sale relative to CLOV's outstanding shares?

The proposed sale of 4,914 shares is small versus 420,139,394 outstanding shares reported on the form.

Does the filer assert compliance with Rule 10b5-1 or material information representations?

Yes; the filer represents by signature that they do not know any undisclosed material adverse information and references plan adoption or instructions under Rule 10b5-1 where applicable.