CLOV Insider Amendment: RSU Vesting Tranche Withheld, Direct Holdings Revised

Rhea-AI Filing Summary

Jamie L. Reynoso, an officer (CEO, Medicare Advantage) of Clover Health Investments, Corp. (CLOV), filed an amended Form 4 reporting a correction to previously disclosed restricted stock unit (RSU) activity and a tax-withholding disposal. The amendment shows a disposition of 85,596 shares of Class A common stock on 06/30/2025 at a reported price of $2.79 per share, representing shares automatically withheld to cover tax obligations on the final one-third vesting of a performance-based RSU grant awarded on 03/16/2023. After the transaction and amendment, Reynoso directly holds 2,887,905 shares of Class A common stock. The filing clarifies the total number of earned RSUs and updates the directly held share total to reflect transactions through 06/30/2025.

Positive

• Correction filed to clarify previously reported RSU amounts, improving accuracy of insider disclosures
• Automatic tax-withholding (not an active open-market sale) clarifies nature of the disposition

Negative

• 85,596 shares disposed via withholding, reducing direct holdings to 2,887,905 shares

Insights

Securities Compliance Analyst

TL;DR: Routine corrective amendment reporting RSU vesting and tax-withholding disposal; compliance and disclosure clarified.

The Form 4/A corrects prior reporting of a performance-based RSU award and discloses that 85,596 shares were withheld to satisfy tax withholding on the final tranche that vested on 06/30/2025. The amendment improves accuracy of insider records and updates the director/officer's directly held Class A common stock to 2,887,905 shares. From a compliance perspective, the filing addresses a prior misreporting and aligns reported ownership with actual post-vesting holdings, reducing disclosure risk.

Corporate Governance Specialist

TL;DR: Transaction is a standard tax-withholding on vested RSUs; not a signal of active trading strategy.

This disclosure documents automatic withholding rather than a market sale initiated by the reporting person. The underlying RSU grant was performance-based with vesting in three tranches (09/07/2023, 06/30/2024, 06/30/2025). The amendment clarifies the total earned units previously reported and updates the beneficial ownership tally, which is important for accurate governance records and beneficial ownership thresholds.

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).

1. Name and Address of Reporting Person^*

Reynoso Jamie L.

(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, Medicare Advantage

3. Date of Earliest Transaction (Month/Day/Year)
06/30/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/02/2025

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	06/30/2025		F		85,596(1)(2)	D	$2.79	2,887,905(3)	D

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. This Form 4/A is being filed to solely to correct that the total number of restricted stock units (RSUs) received upon determination of the level of performance-based RSU grant was previously reported by the Reporting Person on a Form 4/A, filed on January 3, 2024, as described in Footnote 2 below.

2. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations due to the vesting of the final 1/3 of the number of earned restricted stock units, as described herein. Represents restricted stock units, 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 March 16, 2023. One-third of the number of earned restricted stock units vested on September 7, 2023, one-third of the number of earned restricted stock units vested on June 30, 2024, and the remaining one-third of the earned restricted stock units vested on June 30, 2025.

3. Number reflects total directly held Class A Common Stock taking into account the amended number and transactions through June 30, 2025.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Jamie L. Reynoso	09/16/2025
	** 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

What did the amended Form 4 for CLOV report about Jamie Reynoso's holdings?

The amendment reports a disposition of 85,596 Class A shares on 06/30/2025 for tax withholding related to RSU vesting and an updated direct holding of 2,887,905 shares.

Why were 85,596 CLOV shares disposed according to the filing?

The shares were automatically withheld to cover tax obligations arising from the vesting of the final one-third of earned performance-based RSUs from the grant dated 03/16/2023.

When did the RSU tranches vest for the reported grant?

The earned RSUs vested in three tranches: 09/07/2023, 06/30/2024, and 06/30/2025.

Does the Form 4/A indicate an open-market sale by the reporting person?

No. The filing describes the disposition as shares withheld to satisfy tax obligations on vested RSUs, not an open-market sale by the reporting person.

What price was reported for the disposed shares on 06/30/2025?

The reported price for the withheld shares on 06/30/2025 was $2.79 per share.