CLOV Form 4: RSU vesting triggers 85,535-share tax withholding

Rhea-AI Filing Summary

Clover Health (CLOV) reported an insider Form 4 for CEO and Director Andrew Toy. On 11/08/2025, 85,535 shares of Class A common stock were withheld at $2.67 per share under transaction code F, reflecting automatic share withholding to cover taxes upon RSU vesting.

The vesting represented 6.25% of RSUs granted on 08/08/2022. Following the transaction, Toy beneficially owns 9,837,447 shares directly. The remaining RSUs vest quarterly in equal 6.25% installments through 08/08/2026, subject to continued service.

Insider Trade Summary

Net Seller: 85,535 shares

Net Sell 1 txn

Insider Toy Andrew

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	85,535	$2.67	$228K

Holdings After Transaction: Class A Common Stock — 9,837,447 shares (Direct)

Footnotes (1)

1. F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations upon the vesting, on November 8, 2025, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2022, and timely reported on a Form 4 filed on August 10, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on August 8, 2026, subject to the continued service of the Reporting Person on each such vesting date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/12/2025 - 04:02 PM Learn about SEC filing dates

FAQ

What did CLOV report in this Form 4?

The CEO, Andrew Toy, had 85,535 shares withheld at $2.67 per share to cover taxes upon RSU vesting on 11/08/2025 (code F).

How many CLOV shares does Andrew Toy own after the transaction?

He beneficially owns 9,837,447 Class A common shares directly after the reported transaction.

What does Form 4 transaction code F mean for CLOV?

Code F indicates shares were withheld to pay taxes upon the vesting of equity awards; it is not an open-market sale.

What triggered the CLOV share withholding?

The vesting of 6.25% of time-based RSUs granted on 08/08/2022 triggered automatic tax withholding.

What is the vesting schedule for the CEO’s RSUs at CLOV?

The RSUs vest quarterly in equal 6.25% installments with a final vest date on 08/08/2026, subject to continued service.

Was this an open-market sale of CLOV shares?

No. The filing shows tax withholding upon vesting (code F), not an open-market sale.

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^*

Toy Andrew

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/08/2025

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	11/08/2025		F		85,535(1)	D	$2.67	9,837,447	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 upon the vesting, on November 8, 2025, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2022, and timely reported on a Form 4 filed on August 10, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on August 8, 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 Andrew Toy	11/12/2025
	** 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).
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.