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
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.
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.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Class A Common Stock | 85,596 | $2.79 | $239K |
Footnotes (3)
- F1. 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.
- F2. 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.
- F3. Number reflects total directly held Class A Common Stock taking into account the amended number and transactions through June 30, 2025.
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