Clover Health exec sells 9,273 shares for taxes

Clover Health’s Medicare Advantage CEO reported a tax-related, non-discretionary sale of 9,273 Class A shares tied to RSU vesting under an equity plan.

Rhea-AI Filing Summary

Clover Health Investments, Corp. (CLOV) reported that Jamie L. Reynoso, CEO, Medicare Advantage, sold 9,273 shares of Class A Common Stock on September 15, 2026 at a weighted average price of $4.78 per share. The footnotes state these mandated "sell to cover" transactions were executed under the issuer’s equity incentive plans to satisfy tax withholding on the vesting of the final 6.25% of restricted stock units originally granted on September 16, 2022 and do not represent discretionary trades. Following the sale, Reynoso directly holds 2,805,367 shares of Class A Common Stock.

Insider Trade Summary 10b5-1

Net Seller: 9,273 shares

Net Sell 1 txn

Insider Reynoso Jamie L.

Role CEO, Medicare Advantage

Sold 9,273 shs ($44K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	9,273	$4.78	$44K

Holdings After Transaction: Class A Common Stock — 2,805,367 shares (Direct)

Footnotes (2)

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 the final 6.25% of restricted stock units (the "RSUs") on September 15, 2026. The RSUs were originally granted to the Reporting Person on September 16, 2022. 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 $4.70 to $4.78, 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.

Key Figures

Shares sold: 9,273 shares Weighted average sale price: $4.78 per share Sale price range: $4.70–$4.78 per share +3 more

6 metrics

Shares sold 9,273 shares Class A Common Stock sold by Jamie L. Reynoso on September 15, 2026

Weighted average sale price $4.78 per share Average price for the 9,273 shares sold on September 15, 2026

Sale price range $4.70–$4.78 per share Price range for multiple sale transactions on September 15, 2026

Holdings after transaction 2,805,367 shares Class A Common Stock directly owned by Jamie L. Reynoso after the sale

RSU tranche vested 6.25% Final portion of RSUs vesting on September 15, 2026 that triggered tax withholding

RSU grant date September 16, 2022 Original grant date of restricted stock units to Jamie L. Reynoso

Key Terms

sell to cover, restricted stock units, weighted average price, Rule 10b5-1

4 terms

sell to cover financial

"required to be sold by the Reporting Person to cover tax withholding"

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

"the vesting of the final 6.25% of restricted stock units (the "RSUs")"

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

"The price reported in column 4 is 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.

Rule 10b5-1 regulatory

"transactions were made pursuant to a Rule 10b5-1 trading plan"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

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

What insider transaction did CLOV report for Jamie L. Reynoso?

Jamie L. Reynoso reported selling 9,273 shares of Clover Health Class A Common Stock on September 15, 2026 at a weighted average price of $4.78 per share. The filing characterizes this as a mandated tax-withholding sale related to RSU vesting.

Was the CLOV insider sale by Jamie L. Reynoso discretionary?

No. The filing states the sales were mandated “sell to cover” transactions under Clover Health’s equity incentive plans to satisfy tax withholding obligations on RSU vesting and do not represent discretionary trades by Jamie L. Reynoso.

How many CLOV shares does Jamie L. Reynoso hold after this Form 4 transaction?

After the September 15, 2026 sale, Jamie L. Reynoso directly holds 2,805,367 shares of Clover Health Class A Common Stock, as reported in the Form 4.

What price range applied to the CLOV shares sold by Jamie L. Reynoso?

The Form 4 reports a weighted average sale price of $4.78 per share, with individual transactions executed at prices ranging from $4.70 to $4.78, inclusive.

What equity awards triggered the CLOV “sell to cover” transaction?

The tax-related sales were tied to the vesting of the final 6.25% of restricted stock units (RSUs) granted to Jamie L. Reynoso on September 16, 2022, according to the filing footnotes.

Was the CLOV insider sale under a Rule 10b5-1 trading plan?

Yes. The filing indicates the transaction was made under a Rule 10b5-1 trading plan, and the footnotes describe it as a mandated “sell to cover” for tax withholding, reducing the informational value of the trade’s timing.

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

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Available on EDGAR 09/15/2026 - 07:48 PM Accepted by SEC EDGAR 09/15/2026 - 07:48 PM 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^*

Reynoso Jamie L.

(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, Medicare Advantage

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

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	09/15/2026		S		9,273(1)	D	$4.78(2)	2,805,367	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. 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 the final 6.25% of restricted stock units (the "RSUs") on September 15, 2026. The RSUs were originally granted to the Reporting Person on September 16, 2022. 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 $4.70 to $4.78, 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.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Jamie L. Reynoso	09/15/2026
	** 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)