Clover Health (CLOV) CEO gets RSU grant; shares withheld for taxes

Rhea-AI Filing Summary

Clover Health Investments Chief Executive Officer Andrew Toy reported equity compensation changes involving Class A Common Stock. He received a grant of 956,307 shares underlying time-based restricted stock units, with 25% vesting on the first anniversary of April 1, 2026 and the remainder vesting in 12 equal quarterly installments until April 1, 2030, subject to continued service. On the same date, 309,558 shares were automatically withheld at $1.76 per share to cover tax obligations from the vesting of earlier RSUs granted January 1, 2023. After these transactions, he directly holds 10,069,770 shares of Class A Common Stock.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Toy Andrew

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	956,307	$0.00	--
Tax Withholding	Class A Common Stock	309,558	$1.76	$545K

Holdings After Transaction: Class A Common Stock — 10,379,328 shares (Direct)

Footnotes (1)

1. Represents shares of Class A common stock underlying a time-based restricted stock unit award ("RSUs"). Twenty-five percent of the RSUs will vest on the first anniversary of April 1, 2026, and the remaining RSUs will vest in twelve equal quarterly installments beginning on the date that is three months after the first anniversary of April 1, 2026, in each case subject to the continued service of the Reporting Person on each such vesting date, so that such RSUs will be fully vested on April 1, 2030. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations on April 1, 2026, due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on January 1, 2023, and timely reported on a Form 4 filed on January 4, 2023. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on January 1, 2027, subject to the continued service of the Reporting Person on each such vesting date.

Key Figures

RSU grant size: 956,307 shares Tax-withheld shares: 309,558 shares Withholding price: $1.76 per share +5 more

8 metrics

RSU grant size 956,307 shares Class A common stock underlying new time-based RSUs

Tax-withheld shares 309,558 shares Shares withheld to cover tax obligations on April 1, 2026

Withholding price $1.76 per share Price used for tax-withholding disposition on Class A shares

Post-transaction holdings 10,069,770 shares Direct Class A common stock held by Andrew Toy after transactions

Initial RSU vesting portion 25% Portion of new RSUs vesting on first anniversary of April 1, 2026

Quarterly vesting portion (2023 grant) 6.25% Quarterly vesting percentage for RSUs granted January 1, 2023

Final vesting date (new RSUs) April 1, 2030 Date when new RSU award is fully vested, subject to service

Final vesting date (2023 RSUs) January 1, 2027 Last scheduled vesting date for RSUs granted January 1, 2023

Key Terms

restricted stock unit, vesting, tax obligations, time-based RSUs, +1 more

5 terms

restricted stock unit financial

"Represents shares of Class A common stock underlying a time-based restricted stock unit award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

vesting financial

"Twenty-five percent of the RSUs will vest on the first anniversary of April 1, 2026"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

tax obligations financial

"shares of Class A Common Stock that were automatically withheld to cover tax obligations on April 1, 2026"

time-based RSUs financial

"underlying a time-based restricted stock unit award ("RSUs")"

Form 4 regulatory

"timely reported on a Form 4 filed on January 4, 2023"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

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).

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^*

Toy Andrew

(Last) (First) (Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

NOT APPLICABLE

(Street)

WILMINGTON DELAWARE 19801

(City) (State) (Zip)

UNITED STATES

(Country)

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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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

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	04/01/2026		A		956,307(1)	A	$0	10,379,328	D
Class A Common Stock	04/01/2026		F		309,558(2)	D	$1.76	10,069,770	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 shares of Class A common stock underlying a time-based restricted stock unit award ("RSUs"). Twenty-five percent of the RSUs will vest on the first anniversary of April 1, 2026, and the remaining RSUs will vest in twelve equal quarterly installments beginning on the date that is three months after the first anniversary of April 1, 2026, in each case subject to the continued service of the Reporting Person on each such vesting date, so that such RSUs will be fully vested on April 1, 2030.

2. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations on April 1, 2026, due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on January 1, 2023, and timely reported on a Form 4 filed on January 4, 2023. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on January 1, 2027, subject to the continued service of the Reporting Person on each such vesting date.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Andrew Toy	04/03/2026
	** 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.
* Form 4: SEC 1474 (03-26)

FAQ

What did CLOV CEO Andrew Toy report in this Form 4 filing?

Andrew Toy reported a new equity grant and a tax-related share withholding. He received 956,307 RSU-based Class A shares and had 309,558 shares withheld at $1.76 each to satisfy tax obligations from earlier RSU vesting.

How large is the new RSU grant to CLOV CEO Andrew Toy?

The new award covers 956,307 shares of Class A common stock underlying time-based RSUs. These units vest over several years, starting in 2026 and ending in 2030, contingent on Toy’s continued service with Clover Health.

What is the vesting schedule for Andrew Toy’s new CLOV RSUs?

Twenty-five percent of the RSUs vest on the first anniversary of April 1, 2026. The remaining units then vest in twelve equal quarterly installments, fully vesting by April 1, 2030, assuming Toy continues to serve the company throughout this period.

Why were 309,558 CLOV shares withheld in this Form 4?

Clover Health withheld 309,558 Class A shares at $1.76 each to cover tax obligations. This withholding related to the vesting of 6.25% of RSUs originally granted January 1, 2023, which continue vesting in equal 6.25% quarterly installments through January 1, 2027.

How many CLOV shares does Andrew Toy own after these transactions?

Following the grant and tax-withholding transactions, Andrew Toy directly owns 10,069,770 shares of Clover Health Class A common stock. This figure reflects both the newly awarded RSUs and the shares withheld to satisfy associated tax liabilities from earlier awards.

Are the CLOV shares withheld for taxes considered an open-market sale?

No, the 309,558 withheld shares are not an open-market sale. They were automatically retained by Clover Health to meet Toy’s tax obligations upon RSU vesting, a common administrative mechanism rather than a discretionary share sale in the market.