Clover Health: Conrad Wai sells 23,627 shares

The sale was a required sell-to-cover transaction for tax withholding linked to restricted stock unit vesting, rather than a discretionary trade.

Rhea-AI Filing Summary

Clover Health Investments, Corp. (CLOV) reported that Conrad Wai, identified as CEO of Counterpart Health, sold 23,627 shares of Class A common stock on October 15, 2026, at a weighted average price of $4.68 per share. The shares were sold in multiple transactions priced from $4.67 to $4.68. The sale covered tax withholding tied to vesting of 6.25% of restricted stock units granted to Wai on October 15, 2024; the company’s equity plans required tax withholding to be funded through a “sell to cover” transaction, which the footnote says was not discretionary. The sale was reported under a Rule 10b5-1 plan.

After the sale, Wai directly held 1,042,072 shares. A separate holding entry lists 1,170,056 shares in a trust for his family, of which he is a co-trustee. The remaining RSUs vest quarterly in equal installments of 6.25%, with final vesting scheduled for October 15, 2028, subject to continued service on each vesting date.

Insider Trade Summary 10b5-1

Net Seller: 23,627 shares

Net Sell 2 txns

Insider Wai Conrad

Role CEO, Counterpart Health

Sold 23,627 shs ($111K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	23,627	$4.68	$111K
holding	Class A Common Stock F3	--	--	--

Holdings After Transaction: Class A Common Stock — 1,042,072 shares (Direct); Class A Common Stock — 1,170,056 shares (Indirect, By Trust.)

Footnotes (3)

1. F1. The sales reported on this Form 4 represent shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of 6.25% of restricted stock units ("RSUs") originally granted to the Reporting Person on October 15, 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. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
2. F2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.67 to $4.68, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.
3. F3. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.

Key Figures

Class A shares sold: 23,627 shares Weighted average price: $4.68 per share Transaction price range: $4.67 to $4.68 per share +3 more

6 metrics

Class A shares sold 23,627 shares October 15, 2026

Weighted average price $4.68 per share Sale on October 15, 2026

Transaction price range $4.67 to $4.68 per share Multiple transactions

Direct shares after sale 1,042,072 shares Following the October 15, 2026 transaction

Shares held in family trust 1,170,056 shares Trust holding entry; Wai is a co-trustee

RSU vesting installment 6.25% Quarterly installments; continued service applies

Key Terms

sell to cover, restricted stock units, weighted average price

3 terms

sell to cover financial

"funded by a “sell to cover” transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

restricted stock units financial

"vesting of 6.25% of restricted stock units"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

weighted average price financial

"a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

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

How many CLOV shares did Conrad Wai sell, and at what price?

Conrad Wai sold 23,627 Class A shares on October 15, 2026, at a weighted average price of $4.68 per share. The shares were sold in multiple transactions ranging from $4.67 to $4.68. The sale was reported under a Rule 10b5-1 plan and was required to fund tax withholding tied to RSU vesting.

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

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Available on EDGAR 10/19/2026 - 04:22 PM EDT Accepted by SEC EDGAR 10/19/2026 - 04:22 PM EDT Learn about SEC filing dates

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).

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^*

Wai Conrad

(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)
	CEO, Counterpart Health

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2026

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	10/15/2026		S		23,627(1)	D	$4.68(2)	1,042,072	D
Class A Common Stock								1,170,056	I	By Trust.(3)

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. The sales reported on this Form 4 represent shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of 6.25% of restricted stock units ("RSUs") originally granted to the Reporting Person on October 15, 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. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.67 to $4.68, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

3. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.

Remarks:

	/s/Karen Soares as attorney-in-fact for Conrad Wai	10/19/2026
	** 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)