CLOV General Counsel reports RSU tax withholding, holds 1.23M shares

Rhea-AI Filing Summary

Clover Health Investments Corp. insider tax withholding transaction

A Clover Health Investments Corp. officer, serving as General Counsel and Secretary, reported an automatic share withholding related to restricted stock units. On November 14, 2025, 7,459 shares of Class A common stock were withheld at a price of $2.47 per share to cover tax obligations triggered by the vesting of time-based restricted stock units granted on February 14, 2022. After this transaction, the reporting person beneficially owned 1,228,769 shares of Class A common stock. The underlying restricted stock units vest in quarterly installments of 6.25%, with the final vesting date scheduled for February 14, 2026, conditioned on 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

OMB Number:			3235-0287
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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^*

Soares Karen

(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)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2025

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	11/14/2025		F		7,459(1)	D	$2.47	1,228,769	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 14, 2025, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on February 14, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on February 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 Karen M. Soares	11/18/2025
	** 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.

FAQ

What insider transaction did CLOV report in this Form 4 filing?

The filing reports that a Clover Health Investments Corp. (CLOV) officer had 7,459 shares of Class A common stock automatically withheld on November 14, 2025 to cover tax obligations related to vesting restricted stock units.

Who is the reporting person in this Clover Health (CLOV) Form 4 and what is their role?

The reporting person is an officer of Clover Health Investments Corp., serving as General Counsel & Secretary, as indicated in the relationship section of the filing.

How many CLOV shares does the insider beneficially own after the reported transaction?

Following the tax withholding transaction, the reporting person beneficially owns 1,228,769 shares of Clover Health Class A common stock, as stated in Table I.

What was the purpose of the 7,459 CLOV shares withheld on November 14, 2025?

The 7,459 shares of Class A common stock were automatically withheld to cover tax obligations arising from the vesting of time-based restricted stock units on November 14, 2025.

What are the vesting terms of the CLOV restricted stock units referenced in this Form 4?

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

Does this CLOV Form 4 report any derivative securities transactions?

The filing includes a section for Table II - Derivative Securities, but no specific derivative security acquisitions or dispositions are shown in the provided content.

What transaction code is used for the CLOV insider’s tax withholding event?

The transaction is coded as "F" in Table I, indicating payment of tax liability by delivering or withholding securities in connection with the vesting of equity awards.