Clover Health (CLOV) finance VP sells 12,102 shares in tax-related RSU transaction
Rhea-AI Filing Summary
Clover Health Investments vice president of finance and controller Joseph Frank Oldakowski reported an open-market sale of 12,102 shares of Class A Common Stock at $4.86 per share. After this transaction, he directly holds 299,067 shares.
According to the footnote, these shares were sold to cover tax withholding obligations tied to the vesting of 25% of restricted stock units granted on June 16, 2025. The remaining RSUs vest in equal 6.25% quarterly installments through June 16, 2029, subject to his continued service, and the sale is described as a mandatory “sell to cover” rather than a discretionary trade.
Positive
- None.
Negative
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Insider Trade Summary 10b5-1
Net Seller: 12,102 shares ($58,816)
Net Sell
1 txn
Insider
OLDAKOWSKI JOSEPH FRANK
Role
VP OF FINANCE AND CONTROLLER
Sold
12,102 shs ($59K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 12,102 | $4.86 | $59K |
Holdings After Transaction:
Class A Common Stock — 299,067 shares (Direct)
Footnotes (1)
- [object Object]
Key Figures
Shares sold: 12,102 shares
Sale price: $4.86 per share
Shares held after: 299,067 shares
+3 more
6 metrics
Shares sold
12,102 shares
Open-market sale to cover tax withholding
Sale price
$4.86 per share
Price for Class A Common Stock sold
Shares held after
299,067 shares
Direct ownership following the transaction
Initial RSU vesting
25% of RSUs
Vesting on June 16, 2026 from June 16, 2025 grant
Ongoing RSU vesting rate
6.25% quarterly
Remaining RSUs vest each quarter
Final RSU vesting date
June 16, 2029
Last scheduled vesting, subject to continued service
Key Terms
restricted stock units, sell to cover, equity incentive plans, Class A Common Stock
4 terms
restricted stock units financial
"The sales reported on this Form 4 represent shares of Class A Common Stock required to be sold ... in connection with the vesting of 25% of restricted stock units ("RSUs")"
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.
sell to cover financial
"tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades"
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.
equity incentive plans financial
"mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations"
Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.
Class A Common Stock financial
"The sales reported on this Form 4 represent shares of Class A Common Stock required to be sold"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did CLOV executive Joseph Frank Oldakowski report?
He reported selling 12,102 shares of Clover Health Class A Common Stock at $4.86 per share. The filing notes this was to cover tax withholding from RSU vesting, and he continues to directly hold 299,067 shares afterward.
Was the CLOV insider sale by Oldakowski a discretionary trade?
The filing states the sale was not discretionary. It describes a mandatory “sell to cover” transaction required under Clover Health’s equity incentive plans to fund tax withholding obligations related to vesting restricted stock units.
What RSU vesting schedule is disclosed for CLOV’s Oldakowski?
The RSUs originally granted on June 16, 2025 vest 25% on that first anniversary. The remaining RSUs then vest quarterly in equal 6.25% installments, with final vesting on June 16, 2029, subject to his continued service.