CLOV Insider Filing: Conrad Wai Withholds 98,412 Shares for Taxes
Rhea-AI Filing Summary
Conrad Wai, an officer (CEO, Counterpart Health) of Clover Health Investments, Corp. (CLOV), reported a transaction on 09/14/2025 involving the vesting of time-based restricted stock units granted on 03/14/2022. To satisfy tax withholding when 6.25% of the original RSU grant vested, 98,412 shares of Class A common stock were automatically withheld at a price of $3.06 per share. After the withholding, the reporting person beneficially owned 1,573,425 shares directly and 1,403,701 shares indirectly (held in a trust for family benefit, of which the reporting person is co-trustee). The remaining RSUs continue to vest quarterly with final vesting on 03/14/2026, contingent on continued service.
Positive
- Substantial retained ownership: 1,573,425 shares direct and 1,403,701 shares indirect, indicating continued alignment with shareholders
- Ongoing vesting schedule: Remaining RSUs vest quarterly with a final vesting date of 03/14/2026, supporting retention incentives
Negative
- Share disposition via withholding: 98,412 shares were withheld at $3.06 to cover taxes upon RSU vesting, reducing immediate free-float holdings
Insights
TL;DR: Officer withheld shares to cover taxes upon RSU vesting; substantial retained ownership signals alignment with shareholders.
The Form 4 discloses an automatic withholding of 98,412 Class A shares at $3.06 per share to cover tax obligations when a tranche (6.25%) of time-based RSUs vested. Post-transaction beneficial ownership remains sizeable with 1.57 million shares held directly and 1.40 million indirectly via trust, indicating continued alignment between management and shareholders. The disclosure also confirms an ongoing vesting schedule through 03/14/2026, which ties future equity realizations to continued service. This is a routine compensation-related filing with no indicia of unusual insider selling beyond tax withholding.
TL;DR: A routine RSU vesting event triggered share withholding for taxes; remaining multi-quarter vesting preserves retention incentives.
The filing details vesting mechanics: 6.25% of the original RSU grant vested on 09/14/2025, leading to automatic withholding of 98,412 shares. The remaining RSUs vest quarterly with final vesting on 03/14/2026, indicating continued retention incentives. The transaction price used for withholding is noted at $3.06 per share. No option exercises, sales for cash beyond withholding, or derivative transactions are reported. From a compensation structure perspective, this is consistent with standard service-based RSU programs.
Insider Trade Summary
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Exercise Price or Tax Liability | Class A Common Stock | 98,412 | $3.06 | $301K |
| holding | Class A Common Stock | -- | -- | -- |
Footnotes (2)
- F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations upon the vesting, on September 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.
- F2. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.
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