Clover Health insider sells 24,215 shares to cover taxes

Accepted by SEC EDGAR 07/16/2026 - 04:55 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Clover Health Investments insider activity shows Wai Conrad, CEO of Counterpart Health, sold 24,215 Class A shares on July 15, 2026 at a weighted average $4.67, with prices from $4.67 to $4.73, solely to cover tax withholding on vesting of 6.25% of RSUs granted October 15, 2024. These mandated “sell to cover” trades under the company’s equity incentive plans are not discretionary. Afterward he held 1,145,699 shares directly and 1,390,056 shares indirectly through a family trust where he is co‑trustee, while the remaining RSUs vest quarterly in 6.25% installments through October 15, 2028.

Insider Trade Summary 10b5-1

Net Seller: 24,215 shares

Net Sell 1 txn

Insider Wai Conrad

Role CEO, Counterpart Health

Sold 24,215 shs ($113K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	24,215	$4.67	$113K
Holding	Class A Common Stock F3	--	--	--

Holdings After Transaction: Class A Common Stock — 1,145,699 shares (Direct); Class A Common Stock — 1,390,056 shares (Indirect, By Trust.)

Footnotes (3)

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 vesting of 6.25% of restricted stock units ("RSUs") originally granted to the Reporting Person on October 15, 2024. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring 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 $4.73, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), 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.
3. F3. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.

Key Figures

Shares sold: 24,215 shares Weighted average sale price: $4.67 per share Sale price range: $4.67–$4.73 per share +4 more

7 metrics

Shares sold 24,215 shares Class A common stock sold on July 15, 2026 to cover tax withholding

Weighted average sale price $4.67 per share Average price for the 24,215 shares sold on July 15, 2026

Sale price range $4.67–$4.73 per share Range of individual transaction prices for the July 15, 2026 sales

Direct holdings after sale 1,145,699 shares Class A common stock held directly by Wai Conrad following the reported sale

Indirect trust holdings 1,390,056 shares Shares held in a family trust for Conrad’s benefit, where he is co‑trustee

RSU vesting tranche 6.25% of RSUs Portion of October 15, 2024 RSU grant that vested and triggered tax obligations

Final RSU vesting date October 15, 2028 Remaining RSUs vest quarterly in 6.25% installments through this date, subject to service

Key Terms

restricted stock units ("RSUs"), "sell to cover" transaction, weighted average price, equity incentive plans

4 terms

restricted stock units ("RSUs") financial

"vesting of 6.25% of restricted stock units ("RSUs") originally granted"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

"sell to cover" transaction financial

"require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction"

weighted average price financial

"The price reported in column 4 is 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.

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

FAQ

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

What insider transaction did Wai Conrad report for CLOV?

Wai Conrad reported selling 24,215 Clover Health Class A shares on July 15, 2026 at a weighted average price of $4.67 per share. The sale was executed as a mandated “sell to cover” transaction to fund tax withholding on vesting restricted stock units.

How many CLOV shares does Wai Conrad hold after this Form 4?

After the reported transaction, Wai Conrad directly holds 1,145,699 shares of Clover Health Class A common stock. He also indirectly holds 1,390,056 shares in a family trust established for his family’s benefit, where he serves as a co‑trustee according to the filing’s footnotes.

Why were Wai Conrad’s CLOV shares sold, and were the trades discretionary?

The 24,215 shares were sold to cover tax withholding obligations arising from the vesting of 6.25% of his RSUs granted on October 15, 2024. The company’s equity incentive plans require “sell to cover” funding, so these sales are not discretionary trades by Conrad.

What RSU vesting schedule for CLOV is disclosed for Wai Conrad?

RSUs originally granted to Wai Conrad on October 15, 2024 vest in quarterly installments of 6.25%. The final vesting date is October 15, 2028, and each vesting event is subject to his continued service on the applicable vesting date, as described in the footnotes.

At what prices were Wai Conrad’s CLOV shares sold on July 15, 2026?

The filing reports a weighted average price of $4.67 per share for the 24,215 shares sold. Individual transactions occurred at prices ranging from $4.67 to $4.73 per share, and detailed price breakdowns are available on request from the issuer or the SEC staff.

What does a mandated "sell to cover" transaction mean for CLOV insiders?

A mandated “sell to cover” transaction means shares are automatically sold to fund required tax withholding when equity awards vest. Under Clover Health’s equity incentive plans, this method is elected by the issuer and does not represent discretionary buying or selling decisions by the reporting insider.

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

Form 4 Insider Transactions: What Each Field Means →

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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^*

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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Counterpart Health

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

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	07/15/2026		S		24,215(1)	D	$4.67(2)	1,145,699	D
Class A Common Stock								1,390,056	I	By Trust.(3)

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 vesting of 6.25% of restricted stock units ("RSUs") originally granted to the Reporting Person on October 15, 2024. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring 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 $4.73, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), 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.

3. 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	07/16/2026
	** 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)