RSU vesting triggers tax share withholding at Clover Health (CLOV)

Rhea-AI Filing Summary

Clover Health Investments reported a routine tax-related share withholding by its General Counsel and Secretary, Karen Soares. On March 15, 2026, 4,528 shares of Class A common stock were automatically withheld to cover taxes when 6.25% of her September 15, 2022 time-based RSU grant vested. The remaining RSUs vest quarterly in 6.25% installments through September 15, 2026, subject to her continued service. After this withholding, she directly held 1,200,061 shares of Class A common stock.

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

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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)
03/15/2026

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	03/15/2026		F		4,528(1)	D	$1.98	1,200,061	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 March 15, 2026, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on September 15, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on September 15, 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	03/17/2026
	** 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).
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FAQ

What did Clover Health (CLOV) insider Karen Soares report in this Form 4?

Karen Soares reported a tax-withholding disposition of Clover Health Class A shares. 4,528 shares were automatically withheld on March 15, 2026 to cover taxes due on the vesting of her restricted stock units.

Was the Clover Health (CLOV) Form 4 an open-market sale of shares?

No, the Form 4 shows no open-market sale. The 4,528 shares were withheld automatically by the company to satisfy tax obligations from RSU vesting, rather than voluntarily sold in the market by Karen Soares.

How many Clover Health (CLOV) shares did Karen Soares hold after the transaction?

Following the tax withholding, Karen Soares directly held 1,200,061 shares of Clover Health Class A common stock. This figure reflects her position after the 4,528 shares were withheld to cover taxes on the vested RSUs.

What RSU vesting schedule does the Clover Health (CLOV) Form 4 describe?

The filing describes time-based RSUs granted on September 15, 2022. 6.25% of the original grant vested on March 15, 2026, with additional 6.25% tranches vesting quarterly until September 15, 2026, subject to continued service.

Why were 4,528 Clover Health (CLOV) shares withheld from Karen Soares?

The 4,528 shares of Clover Health Class A stock were automatically withheld to cover tax obligations arising when a portion of her time-based RSUs vested on March 15, 2026, as disclosed in the Form 4 footnote.