Clover Health VP sells shares to cover RSU taxes

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.

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.

Insider Trade Summary 10b5-1

Net Seller: 12,102 shares

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)

1. 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 25% of restricted stock units ("RSUs") originally granted to the Reporting Person on June 16, 2025. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on June 16, 2029, 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.

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.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

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.

How many CLOV shares does Oldakowski hold after the reported sale?

After selling 12,102 shares, Oldakowski directly holds 299,067 Class A Common Stock shares. This post-transaction balance comes from the same Form 4 and reflects his remaining direct ownership following the tax-related sale.

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.

Why did CLOV shares need to be sold to cover taxes for Oldakowski?

Clover Health’s equity incentive plans require tax withholding obligations on vested RSUs to be funded by a “sell to cover” transaction. As a result, shares were automatically sold on his behalf to satisfy these tax requirements.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Accepted by SEC EDGAR 06/17/2026 - 08:13 AM Learn about SEC filing dates

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).

X

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^*

OLDAKOWSKI JOSEPH FRANK

(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)
	VP OF FINANCE AND CONTROLLER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2026

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	06/16/2026		S(1)		12,102	D	$4.86	299,067	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. 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 25% of restricted stock units ("RSUs") originally granted to the Reporting Person on June 16, 2025. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on June 16, 2029, 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.

Remarks:

	/s/ Peter J. Rivas as attorney-in-fact for Joseph Frank Oldakowski	06/17/2026
	** 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)