RSU vesting leads Clover Health (CLOV) interim CFO to tax share withholding

Rhea-AI Filing Summary

Clover Health Investments’ interim CFO Joseph Clay reported a routine tax-withholding transaction related to restricted stock units. On May 16, 2026, 16,942 shares of Class A Common Stock were automatically withheld at $3.47 per share to cover tax obligations from RSU vesting.

The withheld shares reflect 6.25% of the original RSU grant made on February 16, 2024. The remaining RSUs are scheduled to vest quarterly in equal 6.25% installments until February 16, 2028, subject to Joseph Clay’s continued service. After this transaction, he directly holds 1,217,584 Class A shares.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider THORNTON JOSEPH CLAY

Role Interim CFO

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	16,942	$3.47	$59K

Holdings After Transaction: Class A Common Stock — 1,217,584 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for tax: 16,942 shares Withholding price per share: $3.47 per share Shares held after transaction: 1,217,584 shares +3 more

6 metrics

Shares withheld for tax 16,942 shares Automatically withheld on May 16, 2026 for RSU tax obligations

Withholding price per share $3.47 per share Value used for Class A shares withheld on May 16, 2026

Shares held after transaction 1,217,584 shares Direct Class A Common Stock holdings following tax withholding

Quarterly vesting rate 6.25% per quarter RSU vesting installments from February 16, 2024 grant

RSU grant date February 16, 2024 Original restricted stock unit grant to interim CFO

Final RSU vesting date February 16, 2028 Scheduled end of quarterly RSU vesting, subject to continued service

Key Terms

restricted stock units (RSUs), tax obligations, vesting, Class A Common Stock, +1 more

5 terms

restricted stock units (RSUs) financial

"original number of restricted stock units (RSUs) granted to the Reporting Person"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

tax obligations financial

"shares of Class A Common Stock that were automatically withheld to cover tax obligations"

vesting financial

"due to the vesting of 6.25% of the original number of restricted stock units"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Class A Common Stock financial

"Represents shares of Class A Common Stock that were automatically withheld"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

continued service financial

"final vesting date occurring on February 16, 2028, subject to the continued service of the Reporting Person"

Form 4 Insider Transactions: What Each Field Means →

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).

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)
05/16/2026

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	05/16/2026		F		16,942(1)	D	$3.47	1,217,584	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. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations on May 16, 2026, due to the vesting of 6.25% of the original number of restricted stock units (RSUs) 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.

Remarks:

	/s/ Peter J. Rivas as attorney-in-fact for Joseph Clay Thornton	05/18/2026
	** 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)

FAQ

What did Clover Health (CLOV) interim CFO report in this Form 4?

Clover Health interim CFO Joseph Clay reported a routine tax-withholding share disposition. The company automatically withheld 16,942 Class A shares to cover taxes triggered by restricted stock unit vesting on May 16, 2026.

How many Clover Health (CLOV) shares were withheld for taxes?

The company withheld 16,942 shares of Class A Common Stock for tax obligations. These shares were valued at $3.47 per share and relate to the vesting of a portion of Joseph Clay’s February 16, 2024 RSU grant.

Is the Clover Health (CLOV) interim CFO’s Form 4 an open-market sale?

No, the Form 4 reflects tax-withholding, not an open-market sale. Shares were automatically withheld by Clover Health to satisfy tax liabilities from RSU vesting, a common administrative event tied to equity compensation.

How many Clover Health (CLOV) shares does the interim CFO hold after this filing?

After the tax-withholding transaction, interim CFO Joseph Clay holds 1,217,584 Class A shares directly. This figure reflects his position following the automatic disposition of 16,942 shares to cover RSU-related tax obligations.

What is the vesting schedule of the Clover Health (CLOV) RSU grant?

The RSU grant made on February 16, 2024 vests at 6.25% per quarter. Installments continue in equal 6.25% tranches until February 16, 2028, contingent on Joseph Clay’s continued service with Clover Health on each vesting date.

Why were Clover Health (CLOV) shares automatically withheld on May 16, 2026?

Shares were automatically withheld to cover tax obligations created by RSU vesting. When 6.25% of Joseph Clay’s original RSU grant vested on May 16, 2026, Clover Health retained 16,942 shares instead of delivering them in full.