[Form 4/A] Clover Health Investments, Corp Amended Insider Trading Activity

Rhea-AI Filing Summary

Form 4/A overview: Clover Health Investments Corp. (ticker: CLOV) filed an amended Form 4 covering CEO Conrad Wai’s recent equity transactions.

• Equity grant: On 09/13/2024, Wai earned 379,866 restricted stock units (RSUs) linked to a performance-based award granted 10/31/2023. Half (189,933 shares) vested and settled the same day at $0 cost; the remaining half will vest on 10/31/2025, subject to continued employment.
• Share sale: On 07/08/2025, Wai sold 15,203 Class A shares under a Rule 10b5-1 trading plan adopted 03/03/2025. The weighted-average sale price was $3.26 with trades executed between $3.25 and $3.27.
• Post-transaction holdings: After these activities, Wai directly owns 1,699,767 Class A shares and indirectly (via family trust) 1,613,498 shares.
• Purpose of amendment: The filing corrects the total number of RSUs achieved in the October 2023 performance grant.

No derivative securities were reported, and all transactions were executed either at no cost (RSU settlement) or under a pre-established 10b5-1 plan. The filing bears Wai’s signature via attorney-in-fact dated 07/10/2025.

Positive

• Transparent correction of previously understated RSU achievement improves disclosure accuracy.
• Insider’s use of a pre-arranged Rule 10b5-1 plan demonstrates adherence to best-practice trading protocols.

Negative

• Issuance of 379,866 new shares via RSU settlement adds slight shareholder dilution.
• Even though small, insider sale of 15,203 shares may be perceived negatively by some investors.

Insights

Securities Analyst

TL;DR: Routine RSU vesting; modest insider sale; limited market impact.

The amendment clarifies that 379,866 RSUs were earned—double the previously recorded amount—but only half became tradeable in 2024. Even assuming a $3.26 price, the vested portion (~$0.6 million) is modest relative to Clover Health’s float. The 15,203-share sale represents less than 0.01% of shares outstanding and was executed under a 10b5-1 plan, mitigating signaling concerns. Direct ownership remains sizeable at ~1.7 million shares, indicating continued alignment with shareholders. Overall, the disclosure is routine housekeeping with negligible dilution and immaterial insider selling pressure.

Corporate Governance Expert

TL;DR: Accurate reporting and use of 10b5-1 plan reflect good governance; impact neutral.

The amendment corrects prior under-reporting of earned RSUs, enhancing transparency. RSU structure ties compensation to performance and retention (final vesting 10/31/2025). The 10b5-1 plan adopted months in advance shields the executive and the firm from trading-timing criticism. The limited size of the sale versus total ownership supports a long-term commitment. No red flags arise from the filing.

SEC Form 4

FORM 4

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

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

X

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Wai Conrad

(Last) (First) (Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

NOT APPLICABLE

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Counterpart Health

3. Date of Earliest Transaction (Month/Day/Year)
09/13/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
09/17/2024

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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	09/13/2024		A		379,866(1)	A	$0	1,699,767(2)	D
Class A Common Stock	07/08/2025		S		15,203(3)	D	$3.26	1,613,498	I	By Trust.(4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Represents restricted stock units ("RSUs"), each representing a right to a share of Class A Common Stock, earned in connection with the determination of the level of performance achievement in satisfaction of vesting conditions underlying a performance-based restricted share unit grant awarded on October 31, 2023. One-half of the number of earned restricted stock units vested and were settled on September 13, 2024, and the remaining one-half of the restricted stock units will vest on October 31, 2025, subject to the Reporting Person's continued employment on such vesting date. This Amendment is being filed to reflect the full number of RSUs that were achieved.

2. Number reflects total directly held Class A Common Stock taking into account the amended number and subsequent transactions through July 10, 2025.

3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.25 to $3.27, inclusive. The Reporting Person undertakes to provide to the SEC staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

4. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.

Remarks:

	/s/ Peter J. Rivas as attorney-in-fact for Conrad Wai	07/10/2025
	** 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 4 (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.

FAQ

How many Clover Health (CLOV) RSUs vested for CEO Conrad Wai?

A total of 189,933 RSUs vested and settled on 09/13/2024 at zero cost.

When will the remaining RSUs for Conrad Wai vest?

The remaining 189,933 RSUs are scheduled to vest on 10/31/2025, contingent on continued employment.

What was the size and price of the July 2025 insider sale?

On 07/08/2025, Wai sold 15,203 shares at a weighted-average price of $3.26.

How many Clover Health shares does Conrad Wai own after the transactions?

He holds 1,699,767 shares directly and 1,613,498 shares indirectly through a family trust.

Why was the Form 4 amended?

The amendment reflects the full number of RSUs earned under the performance grant from 10/31/2023.