What caused the tax-withholding share disposition reported for CLOV?

The disposition resulted from the vesting of 6.25% of restricted stock units granted on October 15, 2024. When those RSUs vested on April 15, 2026, 15,471 shares of Class A Common Stock were automatically withheld to cover associated tax obligations for the reporting person.

What price per share is referenced in the CLOV Form 4 filing?

The filing references a price of $2.04 per share for the 15,471 Class A shares withheld. This amount represents the value used in connection with covering tax obligations arising from RSU vesting, rather than a negotiated market sale price on an exchange.

Clover Health (CLOV) executive stock withheld to cover RSU tax bill

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Clover Health Investments executive Brady Patrick Priest, CEO of Clover Care Services, reported an automatic tax-withholding share disposition tied to vesting RSUs. On April 15, 2026, 15,471 shares of Class A Common Stock were withheld at $2.04 per share to cover tax obligations, not sold on the open market.

The withheld shares relate to 6.25% of the original RSU grant awarded on October 15, 2024. Following this routine tax-withholding event, Priest directly holds 2,174,374 Class A shares. The remaining RSUs are scheduled to vest in equal 6.25% quarterly installments through October 15, 2028, contingent on continued service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Priest Brady Patrick

Role CEO of Clover Care Services

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	15,471	$2.04	$32K

Holdings After Transaction: Class A Common Stock — 2,174,374 shares (Direct)

Footnotes (1)

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Key Figures

Tax-withheld shares: 15,471 shares Reference price per share: $2.04 per share Shares held after transaction: 2,174,374 shares +2 more

5 metrics

Tax-withheld shares 15,471 shares Class A Common Stock withheld on April 15, 2026

Reference price per share $2.04 per share Value used for withheld shares on April 15, 2026

Shares held after transaction 2,174,374 shares Direct Class A holdings following tax withholding

Quarterly RSU vesting rate 6.25% Portion of original RSU grant vesting each quarter

RSU grant and final vesting dates October 15, 2024 to October 15, 2028 RSU grant date and final scheduled vesting date

Key Terms

restricted stock units (RSUs), tax obligations, vesting, Class A Common Stock, +1 more

5 terms

restricted stock units (RSUs) financial

"original number of restricted stock units (RSUs) granted to the Reporting Person"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

tax obligations financial

"automatically withheld to cover tax obligations on April 15, 2026"

vesting financial

"due to the vesting of 6.25% of the original number of restricted stock units"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Class A Common Stock financial

"Represents shares of Class A Common Stock that were automatically withheld"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

Form 4 regulatory

"timely reported on a Form 4 filed on October 17, 2024"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Form 4 Insider Transactions: What Each Field Means →

04/16/2026 - 08:37 PM

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^*

Priest Brady Patrick

(Last)

(First)

(Middle)

C/O CLOVER HEATLH 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 of Clover Care Services

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/15/2026		F		15,471⁽¹⁾	D	$2.04	2,174,374	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations on April 15, 2026, due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on October 15, 2024, and timely reported on a Form 4 filed on October 17, 2024. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on October 15, 2028, subject to the continued service of the Reporting Person on each such vesting date.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Brady Priest	04/16/2026
	** 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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did CLOV executive Brady Patrick Priest report?

Brady Patrick Priest reported an automatic tax-withholding disposition of 15,471 shares of Class A Common Stock. The shares were withheld at $2.04 each to satisfy tax obligations triggered by RSU vesting, rather than being sold in an open-market transaction.

How many CLOV shares does Brady Patrick Priest hold after this Form 4?

After the tax-withholding event, Brady Patrick Priest directly holds 2,174,374 shares of Clover Health Class A Common Stock. This filing shows only a small portion of his position was withheld for taxes tied to RSU vesting, with the remainder continuing as direct ownership.

Is the CLOV insider transaction an open-market sale or routine tax withholding?

The transaction is routine tax withholding, not an open-market sale. Shares were automatically withheld by Clover Health to satisfy tax liabilities related to RSU vesting, a common administrative mechanism that does not reflect an active trading decision in the public market.

How do Brady Patrick Priest’s CLOV RSUs vest over time?

The RSUs granted on October 15, 2024 vest in equal 6.25% quarterly installments. Vesting continues on scheduled dates through October 15, 2028, subject to Brady Patrick Priest’s continued service with Clover Health, creating a multi-year, time-based equity compensation structure.