Clover Health (CLOV) insider details RSU vesting and tax withholding

Rhea-AI Filing Summary

Clover Health Investments, Corp. reported an insider share withholding related to restricted stock vesting. On December 14, 2025, an officer serving as CEO, Counterpart Health had 98,411 shares of Class A common stock automatically withheld at $2.7 per share to cover tax obligations when a portion of previously granted restricted stock units vested.

After this transaction, the reporting person beneficially owned 1,051,674 Class A shares directly and 1,610,482 shares indirectly through a trust. The withheld shares correspond to 6.25% of the original time-based RSU grant made on March 14, 2022, which continues to vest in equal 6.25% quarterly installments through March 14, 2026, subject to continued service.

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^*

Wai Conrad

(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, Counterpart Health

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2025

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	12/14/2025		F		98,411(1)	D	$2.7	1,051,674	D
Class A Common Stock								1,610,482	I	By Trust.

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 upon the vesting, on December 14, 2025, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on March 14, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on March 14, 2026, subject to the continued service of the Reporting Person on each such vesting date.

Remarks:

	/s/ Peter J. Rivas as attorney-in-fact for Conrad Wai	12/16/2025
	** 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).
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FAQ

What insider transaction did Clover Health (CLOV) report in this filing?

The filing reports that an officer of Clover Health Investments, Corp. had 98,411 shares of Class A common stock automatically withheld to cover tax obligations when restricted stock units vested on December 14, 2025.

How many Clover Health (CLOV) shares were withheld for taxes and at what price?

The insider had 98,411 Class A common shares withheld at a price of $2.7 per share to satisfy tax obligations tied to RSU vesting.

How many Clover Health (CLOV) shares does the insider own after this transaction?

Following the transaction, the reporting person beneficially owned 1,051,674 Class A common shares directly and 1,610,482 shares indirectly through a trust.

What is the vesting schedule of the Clover Health (CLOV) RSUs mentioned?

The RSUs were granted on March 14, 2022. 6.25% of the original grant vested on December 14, 2025, and the remaining units vest quarterly in equal 6.25% installments, with a final vesting date on March 14, 2026, subject to continued service.

What does the transaction code "F" mean in this Clover Health (CLOV) insider filing?

The transaction is coded "F", indicating shares of Class A common stock were withheld to cover tax obligations upon the vesting of restricted stock units.

What is the insider’s role in relation to Clover Health (CLOV)?

The reporting person is listed as an officer with the title CEO, Counterpart Health in relation to Clover Health Investments, Corp.