CLOV CEO retains 10.17M shares after 308,950-share withholding

Rhea-AI Filing Summary

Andrew Toy, who is listed as both Chief Executive Officer and a director of Clover Health Investments, Corp. (CLOV), reported a withholding disposition of 308,950 shares of Class A common stock on 10/01/2025 at a price of $2.62 per share to cover tax obligations arising from vested restricted stock units. After this withholding, the reporting person beneficially owns 10,165,562 shares. The filing explains these shares correspond to the automatic withholding for the vesting of 6.25% of RSUs originally granted on 01/01/2023; the remaining RSUs vest quarterly in equal 6.25% installments with a final vesting on 01/01/2027, subject to continued service.

Insider Trade Summary

Net Seller: 308,950 shares

Net Sell 1 txn

Insider Toy Andrew

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	308,950	$2.62	$809K

Holdings After Transaction: Class A Common Stock — 10,165,562 shares (Direct)

Footnotes (1)

1. F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations on October 1, 2025, due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on January 1, 2023, and timely reported on a Form 4 filed on January 4, 2023. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on January 1, 2027, subject to the continued service of the Reporting Person on each such vesting date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/03/2025 - 04:10 PM Learn about SEC filing dates

FAQ

What insider transaction did CLOV CEO Andrew Toy report on 10/01/2025?

He reported an automatic withholding disposition of 308,950 Class A shares at $2.62 per share to cover taxes on vested RSUs.

How many CLOV shares does Andrew Toy beneficially own after the transaction?

The filing shows he beneficially owns 10,165,562 shares following the withholding.

Why were the 308,950 CLOV shares withheld?

They were withheld to cover tax obligations resulting from the vesting of 6.25% of RSUs granted on 01/01/2023.

When will the remaining RSUs vest for Andrew Toy?

The remaining RSUs vest quarterly in equal 6.25% installments, with the final vesting on 01/01/2027, subject to continued service.

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).

1. Name and Address of Reporting Person^*

Toy Andrew

(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		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2025

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	10/01/2025		F		308,950(1)	D	$2.62	10,165,562	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 October 1, 2025, due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on January 1, 2023, and timely reported on a Form 4 filed on January 4, 2023. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on January 1, 2027, subject to the continued service of the Reporting Person on each such vesting date.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Andrew Toy	10/03/2025
	** 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.