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Clover Health (CLOV) executive granted 267,766 RSUs and reports large share holdings

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Form Type
4

Rhea-AI Filing Summary

Wai Conrad reported acquisition or exercise transactions in this Form 4 filing.

Clover Health Investments reported that executive Wai Conrad, CEO of Counterpart Health, received a grant of 267,766 shares of Class A common stock in the form of time-based restricted stock units. The award was granted at $0.00 per share, reflecting a compensation grant rather than a market purchase.

According to the vesting schedule, 25% of these RSUs will vest on the first anniversary of April 1, 2026, with the remaining units vesting in twelve equal quarterly installments beginning three months after that first anniversary, so that all RSUs are fully vested on April 1, 2030, subject to Mr. Conrad’s continued service. Following this grant, he holds 1,193,377 shares directly, and a family trust, for which he is a co-trustee, holds 1,610,482 shares indirectly.

Positive

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Negative

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Insider Wai Conrad
Role CEO, Counterpart Health
Type Security Shares Price Value
Grant/Award Class A Common Stock 267,766 $0.00 $0.00
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 1,193,377 shares (Direct); Class A Common Stock — 1,610,482 shares (Indirect, By Trust.)
Footnotes (2)
  1. F1. 1. Represents shares of Class A common stock underlying a time-based restricted stock unit award ("RSUs"). Twenty-five percent of the RSUs will vest on the first anniversary of April 1, 2026, and the remaining RSUs will vest in twelve equal quarterly installments beginning on the date that is three months after the first anniversary of April 1, 2026, in each case subject to the continued service of the Reporting Person on each such vesting date, so that such RSUs will be fully vested on April 1, 2030.
  2. F2. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.
RSU grant size 267,766 shares Time-based restricted stock units granted on April 1, 2026
Grant price $0.00 per share Equity compensation grant, not an open-market purchase
Direct holdings after grant 1,193,377 shares Class A common stock held directly by Wai Conrad
Indirect trust holdings 1,610,482 shares Class A common stock held in family trust where he is co-trustee
Initial vesting date April 1, 2027 25% of RSUs vest on the first anniversary of April 1, 2026
Final vesting date April 1, 2030 RSUs fully vested by this date, subject to continued service
restricted stock unit financial
"Represents shares of Class A common stock underlying a time-based restricted stock unit award"
A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.
RSUs financial
"Twenty-five percent of the RSUs will vest on the first anniversary of April 1, 2026"
RSUs, or restricted stock units, are a form of company shares given to employees as part of their compensation. They are typically awarded with certain restrictions, such as a waiting period before they can be fully owned or sold, similar to earning a gift that becomes fully yours over time. For investors, RSUs can impact a company's stock offerings and reflect how much the company relies on stock-based incentives to attract and retain talent.
time-based financial
"Represents shares of Class A common stock underlying a time-based restricted stock unit award"
co-trustee financial
"Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee"

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

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FAQ

What insider transaction did CLOV executive Wai Conrad report on this Form 4?

Wai Conrad reported receiving a grant of 267,766 Class A common shares in the form of restricted stock units. The award was granted at $0.00 per share as equity compensation, not a market purchase, and is subject to a multi-year service-based vesting schedule.

How do the new RSUs for CLOV’s Wai Conrad vest over time?

The grant vests 25% of the RSUs on the first anniversary of April 1, 2026. The remaining units vest in twelve equal quarterly installments starting three months after that anniversary, with all RSUs fully vested by April 1, 2030, assuming continued service.

How many Clover Health (CLOV) shares does Wai Conrad hold after this transaction?

After the grant, Wai Conrad directly holds 1,193,377 shares of Class A common stock. In addition, a family trust for which he serves as co-trustee holds 1,610,482 shares indirectly, reflecting significant combined equity exposure tied to company performance.

Is the CLOV Form 4 transaction a stock purchase or compensation grant?

The transaction is a compensation-related grant of 267,766 restricted stock units at $0.00 per share, not an open-market stock purchase. Value to the executive depends on future vesting and the company’s share price performance over the multi-year vesting period.

What does the family trust holding mean in the CLOV Form 4 for Wai Conrad?

The filing notes 1,610,482 shares are held in a trust for the benefit of Mr. Conrad’s family, where he is a co-trustee. This indicates indirect ownership and shared authority, adding to his overall economic exposure beyond his directly held 1,193,377 shares.
SEC Form 4
FORM 4UNITED 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*
Wai Conrad

(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
CEO, Counterpart Health
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Class A Common Stock04/01/2026A267,766(1)A$01,193,377D
Class A Common Stock1,610,482IBy Trust.(2)
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. 1. Represents shares of Class A common stock underlying a time-based restricted stock unit award ("RSUs"). Twenty-five percent of the RSUs will vest on the first anniversary of April 1, 2026, and the remaining RSUs will vest in twelve equal quarterly installments beginning on the date that is three months after the first anniversary of April 1, 2026, in each case subject to the continued service of the Reporting Person on each such vesting date, so that such RSUs will be fully vested on April 1, 2030.
2. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.
Remarks:
/s/ Peter J. Rivas as attorney-in-fact for Conrad Wai04/03/2026
** Signature of Reporting PersonDate
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)