Clover Health (CLOV) CEO files Form 4 for stock sale, RSU vesting

Rhea-AI Filing Summary

Clover Health Investments, Corp. reported insider transactions by CEO, Medicare Advantage Jamie L. Reynoso in Class A Common Stock. On January 15, 2026, 14,732 shares were automatically withheld at $2.81 per share to cover tax obligations tied to the vesting of 6.25% of previously granted RSUs, which continue to vest quarterly at 6.25% through October 15, 2028, subject to continued service.

On January 20, 2026, Reynoso sold 4,597 shares at a weighted average price of $2.58 per share under a pre-arranged Rule 10b5-1 trading plan adopted on March 13, 2025. Following these transactions, she directly owns 2,737,700 shares of Class A Common Stock.

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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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).

X

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^*

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)
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		14,732(1)	D	$2.81	2,742,297	D
Class A Common Stock	01/20/2026		S		4,597(2)	D	$2.58	2,737,700	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.

2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $2.47 to $2.63, inclusive. The Reporting Person undertakes to provide to the SEC staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Jamie L. Reynoso	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 transactions did CLOV executive Jamie L. Reynoso report?

Jamie L. Reynoso reported two transactions in Clover Health Investments, Corp. Class A Common Stock: a tax withholding of 14,732 shares on January 15, 2026, and an open-market sale of 4,597 shares on January 20, 2026.

How many Clover Health (CLOV) shares did the insider sell and at what price?

On January 20, 2026, Jamie L. Reynoso sold 4,597 shares of Class A Common Stock at a weighted average price of $2.58 per share under a Rule 10b5-1 trading plan.

Were any CLOV shares withheld for taxes from RSU vesting?

Yes. On January 15, 2026, 14,732 shares of Class A Common Stock were automatically withheld at $2.81 per share to cover tax obligations from the vesting of 6.25% of previously granted RSUs.

What is the ongoing vesting schedule for Jamie L. Reynoso’s Clover Health RSUs?

The remaining RSUs granted on October 15, 2024 vest quarterly in equal installments of 6.25%, with the final vesting date on October 15, 2028, subject to Reynoso’s continued service.

How many Clover Health shares does the insider own after these transactions?

After the reported transactions, Jamie L. Reynoso directly owns 2,737,700 shares of Clover Health Class A Common Stock.

Was the CLOV stock sale made under a Rule 10b5-1 trading plan?

Yes. The January 20, 2026 sale of 4,597 shares was effected under a Rule 10b5-1 trading plan adopted by Jamie L. Reynoso on March 13, 2025.