Clover Health legal chief sells 14,673 shares

The shares were sold through a mandated sell-to-cover transaction for tax withholding, not as a discretionary trade.

Rhea-AI Filing Summary

Clover Health Investments, Corp. (CLOV) Chief Legal Officer Karen Soares sold 14,673 Class A shares on October 15, 2026, at a weighted average of $4.68 per share pursuant to a Rule 10b5-1 plan. The mandated sell-to-cover transaction funded tax withholding tied to quarterly vesting of 6.25% of restricted stock units granted October 15, 2024; the sale was not discretionary. She directly held 1,592,698 shares afterward.

Insider Trade Summary 10b5-1

Net Seller: 14,673 shares

Net Sell 1 txn

Insider Soares Karen

Role Chief Legal Officer

Sold 14,673 shs ($69K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	14,673	$4.68	$69K

Holdings After Transaction: Class A Common Stock — 1,592,698 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 quarterly vesting on October 15, 2026 of 6.25% of restricted stock units originally granted to the Reporting Person on October 15, 2024. The restricted stock units vest quarterly, with a final vesting on October 15, 2028, subject to the continued service of the Reporting Person on each such vesting date. 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 $4.67 to $4.68, 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

Class A shares sold: 14,673 shares Weighted average sale price: $4.68 per share Direct shares held after transaction: 1,592,698 shares +2 more

5 metrics

Class A shares sold 14,673 shares October 15, 2026

Weighted average sale price $4.68 per share October 15, 2026

Direct shares held after transaction 1,592,698 shares After the October 15, 2026 sale

Sale price range $4.67 to $4.68 per share Multiple transactions on October 15, 2026

Restricted stock units vesting 6.25% Quarterly vesting on October 15, 2026, of units originally granted October 15, 2024

Key Terms

sell to cover, restricted stock units, weighted average price

3 terms

sell to cover financial

"a "sell to cover" transaction"

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

"restricted stock units originally granted"

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

"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.

FAQ

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

How many CLOV shares did Karen Soares sell and at what price?

Karen Soares, Clover Health Investments, Corp.'s Chief Legal Officer, sold 14,673 Class A shares on October 15, 2026, at a weighted average of $4.68 per share.

What was the price range for Karen Soares's CLOV share sale?

The shares were sold in multiple transactions at prices ranging from $4.67 to $4.68 per share, inclusive; the reported weighted average price was $4.68 per share.

When do Karen Soares's CLOV restricted stock units finish vesting?

The restricted stock units vest quarterly, with final vesting on October 15, 2028, subject to Karen Soares's continued service on each vesting date.

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

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Available on EDGAR 10/19/2026 - 04:26 PM EDT Accepted by SEC EDGAR 10/19/2026 - 04:26 PM EDT 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^*

Soares Karen

(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)
	Chief Legal Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
10/15/2026

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	10/15/2026		S		14,673(1)	D	$4.68(2)	1,592,698	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 quarterly vesting on October 15, 2026 of 6.25% of restricted stock units originally granted to the Reporting Person on October 15, 2024. The restricted stock units vest quarterly, with a final vesting on October 15, 2028, subject to the continued service of the Reporting Person on each such vesting date. 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 $4.67 to $4.68, 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/Karen M. Soares	10/19/2026
	** 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)