Clover Health Investments, Corp. (CLOV) reports RSU tax share withholding

Rhea-AI Filing Summary

Clover Health Investments, Corp.'s CEO for Medicare Advantage reported automatic share withholding transactions related to restricted stock unit vesting.

On December 14, 2025 and December 15, 2025, 12,567 and 8,691 shares of Class A Common Stock, respectively, were withheld at $2.7 per share to cover tax obligations when 6.25% quarterly tranches of time-based RSU grants from March 14, 2022 and September 16, 2022 vested. After these transactions, the officer directly beneficially owns 2,772,153 shares of Class A Common Stock, and the remaining RSUs continue to vest quarterly in 6.25% installments through March 14, 2026 and September 15, 2026, subject to 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

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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^*

Reynoso Jamie L.

(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)
	CEO, Medicare Advantage

3. Date of Earliest Transaction (Month/Day/Year)
12/14/2025

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	12/14/2025		F		12,567(1)	D	$2.7	2,780,844	D
Class A Common Stock	12/15/2025		F		8,691(2)	D	$2.7	2,772,153	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 December 14, 2025, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on March 14, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on March 14, 2026, subject to the continued service of the Reporting Person on each such vesting date.

2. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations upon the vesting, on December 15, 2025, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on September 16, 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 Jamie L. Reynoso	12/16/2025
	** 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.
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FAQ

What insider stock transactions did Clover Health (CLOV) report in this filing?

The filing shows the CEO for Medicare Advantage had Class A Common Stock automatically withheld on December 14, 2025 and December 15, 2025 to cover tax obligations on vested RSUs.

How many Clover Health (CLOV) shares were withheld for taxes and at what price?

The transactions withheld 12,567 and 8,691 shares of Class A Common Stock at a price of $2.7 per share to satisfy tax obligations.

What RSU grants are involved in the Clover Health (CLOV) insider transactions?

The shares relate to 6.25% quarterly vesting tranches of time-based RSUs originally granted on March 14, 2022 and September 16, 2022, with final vesting dates on March 14, 2026 and September 15, 2026, subject to continued service.

How many Clover Health (CLOV) shares does the officer own after these transactions?

Following the reported tax-withholding transactions, the officer directly beneficially owns 2,772,153 shares of Clover Health Class A Common Stock.

Are the Clover Health (CLOV) insider transactions open-market sales?

No. The filing states the shares were automatically withheld to cover tax obligations in connection with RSU vesting, rather than discretionary open-market sales.

How do the Clover Health (CLOV) RSUs vest for this officer?

The remaining RSUs from the March 14, 2022 and September 16, 2022 grants vest quarterly in equal 6.25% installments until final vesting on March 14, 2026 and September 15, 2026, conditioned on continued service.