[Form 4] CLOVER HEALTH INVESTMENTS, CORP. /DE Insider Trading Activity

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

Corporate Governance Expert

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.

Executive Compensation Analyst

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.

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).

1. Name and Address of Reporting Person^*

Wai Conrad

(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, Counterpart Health

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2025

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	09/14/2025		F		98,412(1)	D	$3.06	1,573,425	D
Class A Common Stock								1,403,701	I	By 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)
				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 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.

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 Wai	09/16/2025
	** 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.
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.

FAQ

What did Conrad Wai report on Form 4 for CLOV?

The Form 4 reports automatic withholding of 98,412 Class A shares at $3.06 per share to cover taxes upon the vesting of RSUs on 09/14/2025.

How many CLOV shares does Conrad Wai beneficially own after the transaction?

After the withholding, the reporting person beneficially owns 1,573,425 shares directly and 1,403,701 shares indirectly (held in a family trust).

Why were shares disposed of in this filing?

The 98,412 shares were automatically withheld to satisfy tax obligations upon the vesting of 6.25% of the original RSU grant from 03/14/2022.

When will the remaining RSUs vest for the reporting person?

The remaining RSUs vest in equal quarterly installments of 6.25%, with a final vesting date of 03/14/2026, subject to continued service.

Does this Form 4 report any option exercises or derivative transactions?

No. Table II shows no derivative transactions; the filing only reports non-derivative RSU vesting and withholding.