Clover Health Form 4/A: 518K Performance RSUs Recorded, Ownership 2.53M

Rhea-AI Filing Summary

Jamie L. Reynoso, identified as an officer (CEO, Medicare Advantage) of Clover Health Investments, Corp. (CLOV), reported a transaction dated 09/13/2024 involving restricted stock units (RSUs). The filing amends a prior Form 4 to reflect that 518,000 RSUs were earned under a performance-based grant awarded on 10/31/2023. One-half of those earned RSUs vested and were settled on 09/13/2024, at a reported price of $0 per share. The filing states the reporting person directly beneficially owned 2,531,545 shares of Class A common stock after the settlement, with the remaining half of the earned RSUs scheduled to vest on 10/31/2025 subject to continued employment. The amendment was filed to reflect the full number of RSUs achieved.

Insights

Securities Analyst

TL;DR: Large performance-based RSU vesting increased the CEO-level insider's direct holding to 2.53 million shares; the transaction appears routine.

The report documents a sizable earned RSU settlement of 518,000 units, with half settled on 09/13/2024 and the remainder scheduled to vest on 10/31/2025 subject to continued employment. The settlement price is reported as $0, indicating issuance upon vesting rather than a purchase. Insider beneficial ownership rose to 2,531,545 shares after related transactions through 09/15/2024. This is a standard compensation-related disclosure and does not itself indicate open-market selling or buying.

Corporate Governance Expert

TL;DR: The Form 4/A documents performance-based equity compensation vesting and an amendment to report the full achieved award; governance norms are followed.

The amendment clarifies the total RSUs earned under a performance grant dated 10/31/2023. Vesting terms include a split settlement: half vested and settled on 09/13/2024 and the second half conditioned on continued employment through 10/31/2025. Filing an amended Form 4 to reflect achieved awards aligns with disclosure obligations; the filing was signed by an attorney-in-fact on 09/16/2025 per the form.

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)
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		518,000(1)	A	$0	2,531,545(2)	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. 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 solely 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 September 15, 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 Form 4/A for CLOV?

The report shows 518,000 restricted stock units earned under a performance grant, with one-half vested and settled on 09/13/2024.

How many CLOV shares does the reporting person beneficially own after the transaction?

The filing states the reporting person directly beneficially owned 2,531,545 shares of Class A common stock after the reported transactions through 09/15/2024.

When was the underlying performance-based RSU grant awarded?

The performance-based restricted share unit grant was awarded on 10/31/2023.

What are the vesting terms disclosed for the earned RSUs?

One-half of the earned RSUs vested and were settled on 09/13/2024; the remaining one-half is scheduled to vest on 10/31/2025 subject to continued employment.

Why was an amended Form 4 filed?

The amendment was filed to reflect the full number of RSUs achieved under the performance-based award.