Clover Health interim CFO sells shares for taxes

Clover Health’s interim CFO, Joseph Clay, reported an open-market sale of 4,630 shares of Class A Common Stock on July 15, 2026 at a weighted average price of $4.67 per share.

Rhea-AI Filing Summary

Clover Health’s interim CFO, Joseph Clay, reported an open-market sale of 4,630 shares of Class A Common Stock on July 15, 2026 at a weighted average price of $4.67 per share. Footnotes state the sale was a mandated sell-to-cover transaction to satisfy tax withholding on the vesting of 6.25% of his restricted stock units granted on October 15, 2024. The RSUs continue to vest quarterly in 6.25% installments through October 15, 2028, subject to his continued service. Following the sale, he holds 1,212,954 shares directly.

Insider Trade Summary 10b5-1

Net Seller: 4,630 shares

Net Sell 1 txn

Insider THORNTON JOSEPH CLAY

Role Interim CFO

Sold 4,630 shs ($22K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	4,630	$4.67	$22K

Holdings After Transaction: Class A Common Stock — 1,212,954 shares (Direct)

Footnotes (2)

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 6.25% of restricted stock units (the "RSUs") on July 15, 2026. The RSUs were originally granted to the Reporting Person on October 15, 2024. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on October 15, 2028, 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.
2. F2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.67 to $4.73, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

Key Figures

Shares sold: 4,630 shares Weighted average sale price: $4.67 per share Shares held after transaction: 1,212,954 shares +1 more

4 metrics

Shares sold 4,630 shares Class A Common Stock sold on July 15, 2026 to cover tax withholding

Weighted average sale price $4.67 per share Open-market sale with individual prices ranging from $4.67 to $4.73

Shares held after transaction 1,212,954 shares Direct Class A Common Stock holdings following the July 15, 2026 sale

RSU vesting tranche 6.25% Portion of RSUs vesting on July 15, 2026 that triggered tax withholding

Key Terms

restricted stock units, sell to cover, weighted average price, tax withholding obligations, +1 more

5 terms

restricted stock units financial

"The sales ... cover tax withholding obligations in connection with the vesting of 6.25% of restricted stock units"

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.

weighted average price financial

"The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

tax withholding obligations financial

"shares ... sold by the Reporting Person to cover tax withholding obligations in connection with the vesting"

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding"

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.

FAQ

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

What insider transaction did CLOV’s interim CFO report?

Interim CFO Joseph Clay reported selling 4,630 shares of Clover Health Class A Common Stock on July 15, 2026. The sale was used to cover tax withholding tied to restricted stock unit vesting rather than a discretionary stock trade.

How many Clover Health (CLOV) shares did Joseph Clay sell and at what price?

Joseph Clay sold 4,630 shares of Clover Health at a weighted average price of $4.67 per share. Footnotes explain the shares were sold in multiple transactions between $4.67 and $4.73, and detailed per-trade pricing is available on request.

Why were CLOV shares sold by interim CFO Joseph Clay?

The shares were sold to cover tax withholding obligations from the vesting of 6.25% of his RSUs on July 15, 2026. Clover Health’s equity plan mandates a sell-to-cover approach, so these transactions are described as non-discretionary for the reporting person.

How many Clover Health (CLOV) shares does Joseph Clay hold after the sale?

After the tax-related sale, Joseph Clay directly holds 1,212,954 shares of Clover Health Class A Common Stock. This figure reflects his position immediately following the July 15, 2026 transactions disclosed in the insider ownership report.

What are the vesting terms of Joseph Clay’s RSUs at Clover Health (CLOV)?

Clay’s RSUs were granted on October 15, 2024, with 6.25% vesting on July 15, 2026. The remaining units vest quarterly in equal 6.25% installments until October 15, 2028, conditioned on his continued service at each vesting date.

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

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Accepted by SEC EDGAR 07/16/2026 - 04:42 PM 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^*

THORNTON JOSEPH CLAY

(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)
	Interim CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

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	07/15/2026		S		4,630(1)	D	$4.67(2)	1,212,954	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 6.25% of restricted stock units (the "RSUs") on July 15, 2026. The RSUs were originally granted to the Reporting Person on October 15, 2024. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on October 15, 2028, 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.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.67 to $4.73, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

Remarks:

	/s/ Peter J. Rivas as attorney-in-fact for Joseph Clay Thornton	07/16/2026
	** 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)