Clover Health interim CFO reports 1.24M share stake

Clover Health Investments (CLOV) interim CFO Joseph Clay Thornton reported his equity holdings in an amended Form 3.

Accepted by SEC EDGAR 04/09/2026 - 06:12 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Clover Health Investments (CLOV) interim CFO Joseph Clay Thornton reported his equity holdings in an amended Form 3. He beneficially owns 1,238,684 shares of Class A common stock directly. This total includes 912,860 shares underlying the remaining unvested portion of time-based restricted stock unit awards as of March 30, 2026, originally granted on February 16, 2024, October 15, 2024 and December 19, 2025.

Insider Trade Summary

Holdings reported, no transactions

Holdings

Insider THORNTON JOSEPH CLAY

Role Interim CFO

Type	Security	Shares	Price	Value
Holding	Class A Common Stock	--	--	--

Holdings: Class A Common Stock — 1,238,684 shares (Direct)

Footnotes (1)

1. F1. The reported number of securities beneficially owned includes, in part, 912,860 shares of Class A common stock of Clover Health Investments, Corp. (the "Company") underlying the remaining unvested portion, as of March 30, 2026, of time-based restricted stock unit awards originally granted to the Reporting Person on February 16, 2024, October 15, 2024 and December 19, 2025.

Key Figures

Total beneficial ownership: 1,238,684 shares Unvested RSU-related shares: 912,860 shares

2 metrics

Total beneficial ownership 1,238,684 shares Class A common stock beneficially owned as of March 30, 2026

Unvested RSU-related shares 912,860 shares Shares underlying remaining unvested time-based RSU awards as of March 30, 2026

Key Terms

beneficially owned, time-based restricted stock unit awards, Class A common stock

3 terms

beneficially owned financial

"The reported number of securities beneficially owned includes, in part, 912,860 shares"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

time-based restricted stock unit awards financial

"underlying the remaining unvested portion, as of March 30, 2026, of time-based restricted stock unit awards"

Class A common stock financial

"includes, in part, 912,860 shares of Class A common stock of Clover Health Investments, Corp."

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

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

What does CLOV interim CFO Joseph Clay Thornton report in this Form 3/A?

He reports his beneficial ownership of 1,238,684 Class A shares of Clover Health Investments. This includes both currently held stock and unvested restricted stock units that may convert into shares over time, clarifying his total equity exposure.

How many CLOV shares are tied to unvested RSUs for the interim CFO?

The filing states 912,860 shares of Class A common stock are underlying unvested time-based restricted stock unit awards. These RSUs vest over time, so they are not all currently tradeable but are counted as beneficially owned equity.

What is the total number of CLOV shares Joseph Clay Thornton beneficially owns?

He beneficially owns 1,238,684 Class A shares after the reported holdings. This figure combines any currently vested stock with shares that could be issued from unvested RSUs, giving a full picture of his economic stake.

Are the reported CLOV holdings in this Form 3/A a new transaction?

No specific purchase or sale is reported; it is a holdings entry. The form primarily discloses how many shares and RSU-based shares the interim CFO beneficially owns, rather than documenting a new buy or sell transaction.

What kinds of awards make up the interim CFO’s CLOV equity position?

His position includes Class A common stock and time-based restricted stock unit awards. The RSUs, granted on February 16, 2024, October 15, 2024 and December 19, 2025, account for a large portion of his reported beneficial ownership.

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

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SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

THORNTON JOSEPH CLAY

(Last) (First) (Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

(Street)

WILMINGTON DELAWARE 19801

(City) (State) (Zip)

UNITED STATES

(Country)

2. Date of Event Requiring Statement (Month/Day/Year)
03/30/2026

3. Issuer Name and Ticker or Trading Symbol
CLOVER HEALTH INVESTMENTS, CORP. /DE [ CLOV ]

3a. Foreign Trading Symbol

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/09/2026

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Interim CFO

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Class A Common Stock	1,238,684(1)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. The reported number of securities beneficially owned includes, in part, 912,860 shares of Class A common stock of Clover Health Investments, Corp. (the "Company") underlying the remaining unvested portion, as of March 30, 2026, of time-based restricted stock unit awards originally granted to the Reporting Person on February 16, 2024, October 15, 2024 and December 19, 2025.

Remarks:

This amendment is being filed solely to correct the date in the prior Form 3 Footnote (1) to March 30, 2026.

	/s/ Peter J. Rivas as attorney-in-fact for Joseph Clay Thornton	04/09/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 3: SEC 1473 (03-26)