Jamie Reynoso Disposes of 4,914 CLOV Shares; 3.05M Held After Sale

Rhea-AI Filing Summary

Jamie L. Reynoso, CEO, reported a sale of 4,914 shares of Class A common stock of Clover Health Investments, Corp. (CLOV) on 09/17/2025 at a weighted average price of $3.09 per share under a Rule 10b5-1 trading plan adopted March 13, 2025. After the reported sale, the filing shows beneficial ownership of 3,053,890 shares held directly. The Form 4 was signed by an attorney-in-fact and includes a footnote that the shares were sold in multiple transactions at prices ranging from $3.06 to $3.13, and that the reporting person can provide detailed per-price sale information on request.

Positive

• Transaction executed under a Rule 10b5-1 trading plan, indicating pre-planned trades dated March 13, 2025
• Full Form 4 disclosure provided including weighted average price, price range, post-transaction beneficial ownership, and attorney-in-fact signature
• Reporting person offers to supply per-price sale details on request, increasing transparency

Negative

• Insider disposed of 4,914 Class A shares on 09/17/2025, which is a reduction in direct holdings
• Sale by CEO may be perceived negatively by some investors even though it was made under a 10b5-1 plan

Insights

Corporate Governance Expert

TL;DR: A small, pre-planned insider sale disclosed under a 10b5-1 plan; disclosure and documentation are present.

The filing documents a sale by the CEO executed pursuant to a Rule 10b5-1 plan adopted on March 13, 2025, which indicates the transactions were pre-scheduled rather than opportunistic trades. The Form 4 provides the weighted average price ($3.09) and a price range ($3.06–$3.13) and affirms availability of breakdowns by separate trade price on request. From a governance and compliance perspective, the report is complete: it states the relationship to the issuer, transaction code, post-transaction beneficial ownership, and includes an authorized signature.

Securities Analyst

TL;DR: Insignificant disclosed share sale in absolute terms with full Form 4 disclosure; not clearly material to valuation.

The CEO reported disposing of 4,914 Class A shares at a weighted average price of $3.09 and retains reported beneficial ownership of 3,053,890 shares. The sale was effected under a 10b5-1 plan and executed in multiple transactions at prices between $3.06 and $3.13. The filing does not provide any indication of additional derivative transactions or changes to ongoing ownership beyond the numbers shown. Based solely on the disclosed amounts, this single transaction appears routine rather than a material shift in insider ownership.

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^*

Reynoso Jamie L.

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Medicare Advantage

3. Date of Earliest Transaction (Month/Day/Year)
09/17/2025

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	09/17/2025		S		4,914(1)	D	$3.09	3,053,890	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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.06 to $3.13, inclusive. The Reporting Person undertakes to provide to the SEC staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Jamie L. Reynoso	09/19/2025
	** 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.

FAQ

What did Jamie L. Reynoso (CLOV CEO) report on Form 4?

She reported selling 4,914 Class A shares of Clover Health Investments on 09/17/2025 under a Rule 10b5-1 plan.

At what price were the CLOV shares sold in the reported transactions?

The weighted average sale price was $3.09 per share, with individual transactions ranging from $3.06 to $3.13.

How many CLOV shares does the reporting person beneficially own after the sale?

3,053,890 shares of Class A common stock are reported as beneficially owned following the transaction.

Was the sale pre-planned or an ad-hoc trade?

The sale was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 13, 2025.

Who signed the Form 4 filing for Jamie L. Reynoso?

The Form 4 was signed by Peter J. Rivas as attorney-in-fact for Jamie L. Reynoso on 09/19/2025.