Clover Health (NASDAQ: CLOV) CFO’s tax sale covers RSU vesting
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.
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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)
- 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.
- 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
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.
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
