Clover Health (NASDAQ: CLOV) insider details RSU vesting and tax share withholding

Q: How many Clover Health Class A shares were withheld for taxes and at what value?

The filing reports that 1,655,949 shares of Class B common stock automatically converted into the same number of Class A shares , which were then withheld by Clover Health to cover tax obligations at $2.59 per share .

Q: What indirect Clover Health holdings are associated with Vivek Garipalli?

The filing shows indirect holdings of 75,694,143 shares of Class B common stock through NJ Healthcare Investments, LLC and 11,500,000 shares of Class B common stock through Caesar Clover, LLC , with the reporting person serving as sole manager of both entities.

Q: How can Clover Health Class B common stock be converted into Class A common stock?

Each share of Clover Health’s Class B common stock is convertible into one share of Class A common stock at the option of the Class B holder upon written notice to the company, and it converts automatically in certain transfer situations, including transfers back to the issuer.

Filing Impact

(Very High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Clover Health Investments director and 10% owner Vivek Garipalli reported a large RSU vesting and related share movements. On January 7, 2026, the final 20% of a restricted stock unit grant from January 7, 2021 vested. This delivered 1,686,750 shares of Class B common stock and triggered the automatic conversion of 1,655,949 Class B shares into the same number of Class A shares, which were withheld by the company to satisfy tax obligations at a value of $2.59 per share.

Following these transactions, Garipalli directly held 1,856,247 shares of Class A common stock and 8,591,093 shares of Class B common stock75,694,143 shares of Class B common stock through NJ Healthcare Investments, LLC and 11,500,000 shares of Class B common stock through Caesar Clover, LLC, with each Class B share convertible into one Class A share.

Positive

None.

Negative

None.

Insider Trade Summary

8,341,347 shares exercised/converted

Mixed 7 txns

Insider Garipalli Vivek

Role Director, 10% Owner

Type Security Shares Price Value

Exercise Restricted Stock Unit 3,342,699 $0.00 --

Exercise Class B Common Stock 3,342,699 $0.00 --

Exercise Class B Common Stock 1,655,949 $0.00 --

Exercise Class A Common Stock 1,655,949 $0.00 --

Tax Withholding Class A Common Stock 1,655,949 $2.59 $4.29M

holding Class B Common Stock -- -- --

holding Class B Common Stock -- -- --

Holdings After Transaction: Restricted Stock Unit — 0 shares (Direct); Class B Common Stock — 10,247,042 shares (Direct); Class A Common Stock — 3,512,196 shares (Direct); Class B Common Stock — 75,694,143 shares (Indirect, Held by NJ Healthcare Investments, LLC)

Footnotes (1)

The Issuer's Class B Common Stock is convertible into shares of the Issuer's Class A Common Stock on a one-to-one basis at the option of the holders of the Issuer's Class B Common Stock at any time upon written notice to the Issuer, and automatically in the event of certain transfers, including, but not limited to, a transfer of shares to the Issuer. On January 7, 2026, the final 20% of the original number of restricted stock units ("RSUs") in respect of a Class B Common Stock granted to the Reported Person on January 7, 2021 vested, with 1,686,750 shares of the Issuer's Class B Common Stock being delivered to the Reporting Person and 1,655,949 shares of the Issuer's Class B Common Stock automatically converting into an equal number of shares of the Issuer's Class A Common Stock and being withheld by the Issuer to cover the Reporting Person's tax obligations in connection with the vesting event. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement for no consideration. The RSU award vested in equal installments on the first five anniversaries of January 7, 2021. The Reporting Person serves as the sole manager of each of NJ Healthcare Investments, LLC and Caesar Clover, LLC.

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Form 4 Insider Transactions: What Each Field Means →

01/09/2026 - 04:08 PM

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^*
Garipalli Vivek

(Last) (First) (Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

NOT APPLICABLE

(Street)
WILMINGTON DE 19801

(City) (State) (Zip)
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)

X Director X 10% Owner

Officer (give title below) Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
01/07/2026

4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)

X Form filed by One Reporting Person

Form filed by More than One Reporting Person

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⁽¹⁾ 01/07/2026 M 1,655,949⁽²⁾ A $0⁽¹⁾ 3,512,196 D

Class A Common Stock⁽¹⁾ 01/07/2026 F 1,655,949⁽²⁾ D $2.59 1,856,247 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

Restricted Stock Unit ⁽³⁾ 01/07/2026 M 3,342,699 ⁽³⁾ ⁽³⁾ Class B Common Stock⁽³⁾ 3,342,699 ⁽¹⁾ 0 D

Class B Common Stock ⁽¹⁾⁽²⁾ 01/07/2026 M 3,342,699 ⁽¹⁾ ⁽¹⁾ Class A Common Stock 3,342,699 ⁽¹⁾ 10,247,042 D

Class B Common Stock ⁽¹⁾⁽²⁾ 01/07/2026 M 1,655,949 ⁽¹⁾ ⁽¹⁾ Class A Common Stock 1,655,949 ⁽¹⁾ 8,591,093 D

Class B Common Stock ⁽¹⁾ ⁽¹⁾ ⁽¹⁾ Class A Common Stock 75,694,143 72,084,543 I Held by NJ Healthcare Investments, LLC⁽⁴⁾

Class B Common Stock ⁽¹⁾ ⁽¹⁾ ⁽¹⁾ Class A Common Stock 11,500,000 11,500,000 I Held by Ceasar Clover, LLC⁽⁴⁾

Explanation of Responses:

1. The Issuer's Class B Common Stock is convertible into shares of the Issuer's Class A Common Stock on a one-to-one basis at the option of the holders of the Issuer's Class B Common Stock at any time upon written notice to the Issuer, and automatically in the event of certain transfers, including, but not limited to, a transfer of shares to the Issuer.

2. On January 7, 2026, the final 20% of the original number of restricted stock units ("RSUs") in respect of a Class B Common Stock granted to the Reported Person on January 7, 2021 vested, with 1,686,750 shares of the Issuer's Class B Common Stock being delivered to the Reporting Person and 1,655,949 shares of the Issuer's Class B Common Stock automatically converting into an equal number of shares of the Issuer's Class A Common Stock and being withheld by the Issuer to cover the Reporting Person's tax obligations in connection with the vesting event.

3. Each RSU represents a contingent right to receive one share of the Issuer's Class B Common Stock upon settlement for no consideration. The RSU award vested in equal installments on the first five anniversaries of January 7, 2021.

4. The Reporting Person serves as the sole manager of each of NJ Healthcare Investments, LLC and Caesar Clover, LLC.

Remarks:

/s/Peter J. Rivas as attorney-in-fact for Vivek Garipalli 01/09/2026

** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What insider activity did CLOV director Vivek Garipalli report on this Form 4?

Vivek Garipalli reported the vesting of a restricted stock unit award tied to Clover Health’s Class B common stock on January 7, 2026, including delivery of Class B shares and an automatic conversion of some Class B shares into Class A shares that were withheld to cover taxes.

How many Clover Health RSUs vested for Vivek Garipalli on January 7, 2026?

The filing states that the final 20% of the original restricted stock unit grant vested, resulting in 1,686,750 shares of Class B common stock being delivered to the reporting person.

How many Clover Health Class A shares were withheld for taxes and at what value?

The filing reports that 1,655,949 shares of Class B common stock automatically converted into the same number of Class A shares, which were then withheld by Clover Health to cover tax obligations at $2.59 per share.

What are Vivek Garipalli’s direct Clover Health shareholdings after these transactions?

After the reported transactions, Vivek Garipalli directly held 1,856,247 shares of Class A common stock and 8,591,093 shares of Class B common stock.

What indirect Clover Health holdings are associated with Vivek Garipalli?

The filing shows indirect holdings of 75,694,143 shares of Class B common stock through NJ Healthcare Investments, LLC and 11,500,000 shares of Class B common stock through Caesar Clover, LLC, with the reporting person serving as sole manager of both entities.

How can Clover Health Class B common stock be converted into Class A common stock?

Each share of Clover Health’s Class B common stock is convertible into one share of Class A common stock at the option of the Class B holder upon written notice to the company, and it converts automatically in certain transfer situations, including transfers back to the issuer.

Over what schedule did the reported Clover Health RSU award vest?

According to the filing, each RSU represents a right to receive one share of Class B common stock for no consideration, and the RSU award vested in equal installments on the first five anniversaries of January 7, 2021.

Type	Security	Shares	Price	Value
Exercise	Restricted Stock Unit	3,342,699	$0.00	--
Exercise	Class B Common Stock	3,342,699	$0.00	--
Exercise	Class B Common Stock	1,655,949	$0.00	--
Exercise	Class A Common Stock	1,655,949	$0.00	--
Tax Withholding	Class A Common Stock	1,655,949	$2.59	$4.29M
holding	Class B Common Stock	--	--	--
holding	Class B Common Stock	--	--	--

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock⁽¹⁾	01/07/2026		M		1,655,949⁽²⁾	A	$0⁽¹⁾	3,512,196	D
Class A Common Stock⁽¹⁾	01/07/2026		F		1,655,949⁽²⁾	D	$2.59	1,856,247	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Unit	⁽³⁾	01/07/2026		M			3,342,699	⁽³⁾	⁽³⁾	Class B Common Stock⁽³⁾	3,342,699	⁽¹⁾	0	D
Class B Common Stock	⁽¹⁾⁽²⁾	01/07/2026		M		3,342,699		⁽¹⁾	⁽¹⁾	Class A Common Stock	3,342,699	⁽¹⁾	10,247,042	D
Class B Common Stock	⁽¹⁾⁽²⁾	01/07/2026		M			1,655,949	⁽¹⁾	⁽¹⁾	Class A Common Stock	1,655,949	⁽¹⁾	8,591,093	D
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	75,694,143		72,084,543	I	Held by NJ Healthcare Investments, LLC⁽⁴⁾
Class B Common Stock	⁽¹⁾							⁽¹⁾	⁽¹⁾	Class A Common Stock	11,500,000		11,500,000	I	Held by Ceasar Clover, LLC⁽⁴⁾

	/s/Peter J. Rivas as attorney-in-fact for Vivek Garipalli	01/09/2026
	** 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.