Clover Health interim CFO reports 1.24M shares

Clover Health Investments Interim CFO Joseph Clay reported his initial beneficial ownership on a Form 3.

Accepted by SEC EDGAR 04/09/2026 - 06:03 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Clover Health Investments Interim CFO Joseph Clay reported his initial beneficial ownership on a Form 3. He shows 1,238,684 shares of Class A common stock held directly, including 912,860 shares underlying the remaining unvested portion of restricted stock unit awards 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, 2023, 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

Beneficially owned shares: 1,238,684 shares Unvested RSU underlying shares: 912,860 shares RSU grant date: February 16, 2024 +2 more

5 metrics

Beneficially owned shares 1,238,684 shares Class A Common Stock held directly following Form 3 entry

Unvested RSU underlying shares 912,860 shares Remaining unvested portion of time-based RSU awards

RSU grant date February 16, 2024 Original grant date for part of reported RSU awards

RSU grant date October 15, 2024 Original grant date for part of reported RSU awards

RSU grant date December 19, 2025 Original grant date for part of reported RSU awards

Key Terms

beneficially owned, Class A common stock, restricted stock unit

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.

Class A common stock financial

"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.

restricted stock unit financial

"underlying the remaining unvested portion, as of March 30, 2023, of time-based restricted stock unit awards"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

FAQ

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

How many Clover Health (CLOV) shares does Interim CFO Joseph Clay report on Form 3?

Interim CFO Joseph Clay reports beneficial ownership of 1,238,684 shares of Clover Health Class A common stock. This figure reflects his direct holdings as disclosed in the Form 3, establishing his baseline equity position as an officer of the company.

How many Clover Health (CLOV) shares are tied to unvested restricted stock units for the Interim CFO?

The filing states that 912,860 shares of Clover Health Class A common stock underlie the remaining unvested portion of time-based restricted stock unit awards. These RSUs form a large part of Interim CFO Joseph Clay’s reported beneficial ownership position.

What does Joseph Clay’s Form 3 filing reveal about his Clover Health (CLOV) equity awards?

The Form 3 notes time-based restricted stock unit awards originally granted to Joseph Clay on February 16, 2024, October 15, 2024 and December 19, 2025. The remaining unvested portions of these awards correspond to 912,860 underlying Class A shares.

Does Joseph Clay’s Clover Health (CLOV) Form 3 indicate any recent share purchases or sales?

The Form 3 functions as an initial ownership report and shows a holding entry with 1,238,684 shares following the reported date. The transaction summary lists no buy, sell, exercise, gift, or tax-withholding transactions, focusing solely on his existing beneficial holdings.

How is Joseph Clay’s ownership in Clover Health (CLOV) characterized in the Form 3 filing?

His ownership is reported as direct under the Class A common stock, with 1,238,684 shares beneficially owned. The footnote clarifies that this includes a substantial number of unvested restricted stock units that may settle into shares over time under their time-based vesting terms.

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)

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, 2023, 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:

Ex. 24 - Power of Attorney

	/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)