Clover Health (CLOV) awards 382,522 RSUs to Chief Legal Officer

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Soares Karen reported acquisition or exercise transactions in this Form 4 filing.

Clover Health Investments Chief Legal Officer Karen Soares received a grant of 382,522 shares of Class A common stock in the form of time-based restricted stock units. These RSUs were awarded at no cash cost and increase her direct ownership to 1,582,583 shares after the grant.

Twenty-five percent of the RSUs will vest on the first anniversary of April 1, 2026. The remaining units will then vest in twelve equal quarterly installments beginning three months after that first anniversary, with all RSUs fully vested on April 1, 2030, assuming she continues in service through each vesting date.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Soares Karen

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock	382,522	$0.00	--

Holdings After Transaction: Class A Common Stock — 1,582,583 shares (Direct)

Footnotes (1)

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Key Figures

RSUs granted: 382,522 shares Post-transaction holdings: 1,582,583 shares Grant price: $0.00 per share +3 more

6 metrics

RSUs granted 382,522 shares Time-based restricted stock unit award to Chief Legal Officer

Post-transaction holdings 1,582,583 shares Total Class A common stock directly owned after grant

Grant price $0.00 per share Equity compensation award, no cash paid for RSUs

Initial vesting milestone 25% on first anniversary of April 1, 2026 First tranche of RSUs vests after one year

Final vesting date April 1, 2030 All RSUs fully vested by this date, subject to service

Quarterly vesting tranches 12 installments After initial 25% vest, remaining RSUs vest quarterly

Key Terms

restricted stock unit, RSUs, vesting, Class A common stock, +1 more

5 terms

restricted stock unit financial

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

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.

RSUs financial

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

RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.

vesting financial

"the remaining RSUs will vest in twelve equal quarterly installments beginning on the date that is three months after the first anniversary"

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.

Class A common stock financial

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

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

continued service financial

"in each case subject to the continued service of the Reporting Person on each such vesting date"

Form 4 Insider Transactions: What Each Field Means →

04/03/2026 - 04:20 PM

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

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Legal 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/01/2026		A		382,522⁽¹⁾	A	$0	1,582,583	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Karen M. Soares	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)

Source: View Original Filing on SEC EDGAR

FAQ

What did Clover Health (CLOV) disclose about Karen Soares in this Form 4?

Clover Health reported that Chief Legal Officer Karen Soares received 382,522 time-based restricted stock units of Class A common stock. This is a compensation-related equity grant, not an open-market stock purchase or sale, and increases her directly owned shares to 1,582,583 after the grant.

How many Clover Health (CLOV) shares were granted to Karen Soares?

Karen Soares was granted 382,522 restricted stock units tied to Class A common stock. These RSUs represent the right to receive shares over time as they vest, subject to her continued service with Clover Health through the specified vesting dates in the award schedule.

What is the vesting schedule for Karen Soares’ CLOV restricted stock units?

Twenty-five percent of the RSUs will vest on the first anniversary of April 1, 2026. The remaining units vest in twelve equal quarterly installments starting three months after that anniversary, with all RSUs fully vested by April 1, 2030, assuming continued service throughout.

Did Karen Soares buy or sell Clover Health (CLOV) shares on the market?

No open-market buy or sell is reported. The Form 4 shows a grant of 382,522 restricted stock units at a price of $0.00 per share, reflecting an equity compensation award rather than a market transaction involving cash paid or received for the shares.

How many Clover Health (CLOV) shares does Karen Soares own after this transaction?

Following the grant, Karen Soares directly owns 1,582,583 shares of Class A common stock. This total includes the newly awarded restricted stock units, which will convert into vested shares over time as the specified vesting milestones are satisfied through continued service.

When will Karen Soares’ CLOV restricted stock units be fully vested?

The restricted stock units are scheduled to be fully vested on April 1, 2030. Vesting occurs gradually, with 25% vesting on the first anniversary of April 1, 2026, followed by twelve equal quarterly vesting installments beginning three months after that anniversary date.