Clover Health (CLOV) GC Soares has 11,686 RSU shares withheld for taxes

Rhea-AI Filing Summary

Clover Health Investments (CLOV) filed a Form 4 detailing an automatic tax withholding transaction for its General Counsel & Secretary, Karen M. Soares. On January 15, 2026, 11,686 shares of Class A common stock were withheld at $2.81 per share to cover tax obligations arising from the vesting of restricted stock units (RSUs). After this withholding, Soares beneficially owned 1,210,679 shares of Class A common stock in direct ownership form.

The footnote explains that this withholding relates to the vesting of 6.25% of an RSU grant awarded on October 15, 2024. The remaining RSUs from this grant are scheduled to vest quarterly in equal 6.25% installments, with the final vesting date on October 15, 2028, assuming Soares continues in service through each vesting date.

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

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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).

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)
01/15/2026

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	01/15/2026		F		11,686(1)	D	$2.81	1,210,679	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 January 15, 2026, due to the vesting of 6.25% 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	01/20/2026
	** 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.

FAQ

What insider transaction did CLOV report for Karen M. Soares?

The filing reports an automatic tax withholding transaction for 11,686 shares of Clover Health Investments Class A common stock on January 15, 2026. These shares were withheld to satisfy tax obligations tied to the vesting of restricted stock units (RSUs) granted to General Counsel & Secretary Karen M. Soares.

What was the price used for the tax withholding in this CLOV Form 4?

The 11,686 shares of Class A common stock withheld on January 15, 2026, were valued at $2.81 per share for purposes of covering tax obligations related to the RSU vesting.

How many CLOV shares does Karen M. Soares own after this transaction?

Following the reported withholding transaction, Karen M. Soares beneficially owned 1,210,679 shares of Clover Health Investments Class A common stock. The ownership form is reported as direct.

What RSU vesting schedule is disclosed for CLOV’s General Counsel?

The RSUs referenced in the filing were granted on October 15, 2024. 6.25% of the original RSU amount vested on January 15, 2026, triggering the tax withholding. The remaining RSUs vest quarterly in equal 6.25% installments, with a final vesting date of October 15, 2028, contingent on continued service.

Was this CLOV insider transaction a discretionary sale of shares?

No. The filing states that the 11,686 shares of Class A common stock were automatically withheld to cover tax obligations resulting from RSU vesting on January 15, 2026, rather than a discretionary market sale initiated by the reporting person.

What role does the reporting person hold at Clover Health Investments (CLOV)?

The reporting person, Karen M. Soares, is identified as an officer of Clover Health Investments, serving as General Counsel & Secretary, and is not listed as a director or 10% owner.