Jamie Reynoso Amends Form 4: RSU Vesting Led to $1.23/Share Withholding

Rhea-AI Filing Summary

Jamie L. Reynoso, an officer (CEO, Medicare Advantage) of Clover Health Investments (CLOV), amended a Form 4 to clarify equity movements tied to performance-based restricted stock units (RSUs). The amendment confirms that 52,967 shares of Class A common stock were disposed of on 06/30/2024 at a price of $1.23 per share to satisfy tax withholding related to the vesting of the second tranche of performance-based RSUs. The RSUs were awarded March 16, 2023, with one-third vested September 7, 2023, one-third on June 30, 2024, and the final third scheduled for June 30, 2025. Following the transaction, the reporting person directly holds 2,401,108 Class A shares.

Positive

• Clarified disclosure of the RSU withholding enhances transparency about insider equity changes
• Performance-based RSU structure vests over multiple years (2023–2025), aligning executive compensation with longer-term performance

Negative

• Automatic disposition of 52,967 shares reduced the reporting person’s immediate share count
• Sale price $1.23 indicates shares were transferred at a low per-share amount for tax withholding purposes

Insights

Financial Analyst

TL;DR: Routine RSU vesting triggered tax-withholding share disposition; transaction is operational, not a directional bet on CLOV stock.

The amendment clarifies that the reported disposition of 52,967 shares at $1.23 per share reflects automatic withholding to cover tax obligations arising from the vesting of performance-based RSUs. This is a common administrative step when equity awards vest and does not necessarily indicate a decision to liquidate for cash beyond tax obligations. The reported remaining direct holdings of 2,401,108 shares provide context for the insider's stake size.

Corporate Governance Expert

TL;DR: Disclosure amendment improves transparency on executive compensation realization and tax treatment.

Filing an amendment to clarify the composition and tax withholding related to earned performance-based RSUs strengthens disclosure quality. The schedule of vesting (one-third increments across 2023–2025) ties executive reward to multi-year performance, which aligns incentives with longer-term shareholder interests. The transaction code and price are disclosed, meeting Section 16 transparency requirements.

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
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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)
06/30/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/02/2024

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	06/30/2024		F		52,967(1)(2)	D	$1.23	2,401,108(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 clarify 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 second tranche 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, 2024.

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 transaction did Jamie L. Reynoso report on the amended Form 4 for CLOV?

The amendment reports a disposition of 52,967 Class A shares on 06/30/2024 at $1.23 per share to cover tax withholding related to vested performance-based RSUs.

Why were the 52,967 CLOV shares disposed of according to the filing?

The filing states the shares were automatically withheld to satisfy tax obligations arising from the vesting of the second tranche of earned restricted stock units.

How many CLOV shares does Jamie L. Reynoso own after the reported transaction?

The Form 4/A reports the reporting person directly holds 2,401,108 shares of Class A common stock following the transaction.

When were the performance-based RSUs awarded and what is the vesting schedule?

The RSUs were awarded on March 16, 2023, with one-third vesting on September 7, 2023, one-third on June 30, 2024, and the final third on June 30, 2025.

Does the amendment indicate any new option or derivative activity for CLOV insider?

No. The amendment only clarifies non-derivative share withholding related to RSU vesting; no derivative securities are reported in Table II.