Clover Health CFO sells 17,775 shares at $4.39

Clover Health Investments, Corp. (CLOV) insider Joseph Clay, Interim CFO, reported selling 17,775 shares of Class A Common Stock on August 17, 2026 at a weighted average price of $4.39 per share.

Rhea-AI Filing Summary

Clover Health Investments, Corp. (CLOV) insider Joseph Clay, Interim CFO, reported selling 17,775 shares of Class A Common Stock on August 17, 2026 at a weighted average price of $4.39 per share. According to the company’s equity plan, this was a mandated “sell to cover” transaction to satisfy tax withholding obligations arising from the vesting of 6.25% of previously granted RSUs on August 16, 2026, and is described as non-discretionary. After the sale, Clay directly held 1,249,526 shares, and the remaining RSUs continue to vest quarterly in 6.25% increments through February 16, 2028, subject to continued service. The filing affirms that the transaction was effected under a Rule 10b5-1 trading plan.

Insider Trade Summary 10b5-1

Net Seller: 17,775 shares

Net Sell 1 txn

Insider THORNTON JOSEPH CLAY

Role Interim CFO

Sold 17,775 shs ($78K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	17,775	$4.39	$78K

Holdings After Transaction: Class A Common Stock — 1,249,526 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 vesting of 6.25% of restricted stock units (the "RSUs") on August 16, 2026. The RSUs were originally granted to the Reporting Person on February 16, 2024. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on February 16, 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 $4.29 to $4.39, 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.

Key Figures

Shares sold: 17,775 shares Weighted average sale price: $4.39 per share Sale price range: $4.29 to $4.39 per share +4 more

7 metrics

Shares sold 17,775 shares Class A Common Stock sold on August 17, 2026

Weighted average sale price $4.39 per share Weighted average price for the 17,775 shares sold

Sale price range $4.29 to $4.39 per share Multiple transactions within this range for the reported sale

Shares owned after transaction 1,249,526 shares Direct Class A Common Stock holdings after the sale

RSU vesting tranche 6.25% Portion of RSUs that vested on August 16, 2026

RSU grant date February 16, 2024 Original grant date of the RSUs subject to quarterly vesting

Final RSU vesting date February 16, 2028 End of quarterly 6.25% vesting schedule, subject to continued service

Key Terms

sell to cover, weighted average price, restricted stock units, Rule 10b5-1

4 terms

sell to cover financial

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

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.

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.

restricted stock units financial

"vesting of 6.25% of restricted stock units (the "RSUs") on August 16, 2026."

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.

Rule 10b5-1 financial

"transactions were made pursuant to a 10b5-1 or pre-arranged trading plan"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

FAQ

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

What insider transaction did CLOV Interim CFO Joseph Clay report?

Interim CFO Joseph Clay reported a sale of 17,775 Class A shares of Clover Health on August 17, 2026. The sale was a mandated “sell to cover” transaction to satisfy tax withholding obligations tied to recently vested RSUs.

How many CLOV shares did Joseph Clay sell and at what price?

Joseph Clay sold 17,775 shares of CLOV Class A Common Stock at a weighted average price of $4.39 per share. Footnotes state the shares were sold in multiple trades at prices ranging from $4.29 to $4.39.

Why did CLOV’s Interim CFO sell 17,775 shares on August 17, 2026?

The 17,775 shares were sold to cover tax withholding obligations from the vesting of 6.25% of Joseph Clay’s RSUs on August 16, 2026. The company’s equity plan requires this mandated “sell to cover” approach, so the sale was not discretionary.

How many CLOV shares does Joseph Clay hold after the reported sale?

Following the sale, Joseph Clay directly holds 1,249,526 shares of CLOV Class A Common Stock. This post-transaction holding reflects his remaining equity position after selling 17,775 shares to satisfy tax withholding obligations from RSU vesting.

What is the vesting schedule of Joseph Clay’s CLOV RSUs mentioned in this Form 4?

The RSUs, granted on February 16, 2024, vest quarterly in equal 6.25% installments, with the final vesting date on February 16, 2028. Continued vesting depends on Joseph Clay’s ongoing service with Clover Health on each vesting date.

Was Joseph Clay’s CLOV share sale under a Rule 10b5-1 trading plan?

Yes. The filing indicates the Rule 10b5-1 checkbox is affirmed, meaning the transaction was effected under a pre-established trading plan. Footnotes also describe the sale as a mandated “sell to cover” rather than a discretionary trade.

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

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Available on EDGAR 08/17/2026 - 05:58 PM Accepted by SEC EDGAR 08/17/2026 - 05:58 PM 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^*

THORNTON JOSEPH CLAY

(Last) (First) (Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

(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)
	Interim CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/17/2026

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	08/17/2026		S		17,775(1)	D	$4.39(2)	1,249,526	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 vesting of 6.25% of restricted stock units (the "RSUs") on August 16, 2026. The RSUs were originally granted to the Reporting Person on February 16, 2024. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on February 16, 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 $4.29 to $4.39, 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.

Remarks:

	/s/ Peter J. Rivas as attorney-in-fact for Joseph Clay Thornton	08/17/2026
	** 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)