Clover Health (CLOV) Form 4: 57,249 shares withheld for taxes

Clover Health Investments (CLOV) reported an insider equity transaction.

Accepted by SEC EDGAR 10/17/2025 - 04:40 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Clover Health Investments (CLOV) reported an insider equity transaction. The company’s General Counsel & Secretary filed a Form 4 showing a transaction on 10/15/2025 coded “F,” reflecting 57,249 Class A shares automatically withheld at $2.8 per share to satisfy taxes from RSU vesting. Following the transaction, the reporting person beneficially owns 1,405,835 shares directly.

The withholding stemmed from the vesting of 25% of RSUs granted on 10/15/2024. The remaining RSUs vest quarterly in equal 6.25% installments, with a final vesting date on 10/15/2028, subject to continued service.

Insider Trade Summary

Exercise Price or Tax Liability: 57,249 shares

Exercise Price or Tax Liability 1 txn

Insider Soares Karen

Role General Counsel & Secretary

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	57,249	$2.80	$160K

Holdings After Transaction: Class A Common Stock — 1,405,835 shares (Direct)

Footnotes (1)

1. F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations on October 15, 2025, due to the vesting of 25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on October 15, 2024, and timely reported on a Form 4 filed on October 17, 2024. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on October 15, 2028, subject to the continued service of the Reporting Person on each such vesting date.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What did CLOV disclose in this Form 4?

An insider reported an “F” transaction on 10/15/2025, with 57,249 shares withheld at $2.8 to cover taxes from RSU vesting.

Who is the reporting person in CLOV’s filing?

The reporting person is the company’s General Counsel & Secretary.

How many CLOV shares does the insider own after the transaction?

Beneficial ownership following the transaction is 1,405,835 shares, held directly.

What triggered the share withholding in CLOV’s Form 4?

The withholding was due to the vesting of 25% of RSUs granted on 10/15/2024.

What is the RSU vesting schedule for the remaining CLOV units?

Remaining RSUs vest quarterly in 6.25% increments, with final vesting on 10/15/2028, subject to continued service.

What does transaction code “F” indicate here?

The filing lists code F and explains shares were automatically withheld to satisfy tax obligations upon RSU vesting.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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^*

Soares Karen

(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)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2025

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

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	10/15/2025		F		57,249(1)	D	$2.8	1,405,835	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 that were automatically withheld to cover tax obligations on October 15, 2025, due to the vesting of 25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on October 15, 2024, and timely reported on a Form 4 filed on October 17, 2024. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on October 15, 2028, subject to the continued service of the Reporting Person on each such vesting date.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Karen M. Soares	10/17/2025
	** 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.