Clover Health (NASDAQ: CLOV) insider sale covers RSU tax obligations
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.
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Insider Trade Summary 10b5-1
Net Seller: 24,215 shares ($113,084)
Net Sell
2 txns
Insider
Wai Conrad
Role
CEO, Counterpart Health
Sold
24,215 shs ($113K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 24,215 | $4.67 | $113K |
| holding | Class A Common Stock | -- | -- | -- |
Holdings After Transaction:
Class A Common Stock — 1,145,699 shares (Direct);
Class A Common Stock — 1,390,056 shares (Indirect, By Trust.)
Footnotes (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. 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. 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.
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.
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.