Clover Health Investments (CLOV) legal chief sells shares in tax-cover transaction
Rhea-AI Filing Summary
Clover Health Investments’ Chief Legal Officer Karen Soares reported an open-market sale of 10,519 shares of Class A common stock on July 15, 2026, at a weighted average price of $4.67 per share, within a $4.67–$4.73 range. According to the disclosure, the sale was mandated to cover tax withholding obligations arising from the vesting of restricted stock units granted on October 15, 2024, under the company’s equity incentive plans and does not represent a discretionary trade. After this tax-related sale, Soares continues to hold 1,557,222 shares directly. The remaining RSUs vest quarterly in 6.25% installments through October 15, 2028, subject to continued service.
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Insider Trade Summary 10b5-1
Net Seller: 10,519 shares
Net Sell
1 txn
Insider
Soares Karen
Role
Chief Legal Officer
Sold
10,519 shs ($49K)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock F1, F2 | 10,519 | $4.67 | $49K |
Holdings After Transaction:
Class A Common Stock — 1,557,222 shares (Direct)
Footnotes (2)
- F1. The sales reported on this Form 4 represent shares of Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs") 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.
- 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: 10,519 shares
Weighted average sale price: $4.67 per share
Price range of sales: $4.67–$4.73 per share
+4 more
7 metrics
Shares sold
10,519 shares
Open-market sale of Class A Common Stock on July 15, 2026
Weighted average sale price
$4.67 per share
Shares sold in multiple transactions within a $4.67–$4.73 range
Price range of sales
$4.67–$4.73 per share
Multiple transactions executed within this range
Shares held after transaction
1,557,222 shares
Direct ownership of Class A Common Stock following the sale
RSU grant date
October 15, 2024
Restricted stock units whose vesting triggered the tax-cover sale
RSU vesting rate
6.25% quarterly
Equal quarterly installments until final vesting
Final RSU vesting date
October 15, 2028
Last scheduled vesting date, subject to continued service
Key Terms
restricted stock units, "sell to cover" transaction, weighted average price, equity incentive plans
4 terms
restricted stock units financial
"in connection with the vesting of restricted stock units ("RSUs") originally granted"
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" transaction financial
"funded by a "sell to cover" transaction and do not represent discretionary trades"
weighted average price financial
"The price reported in column 4 is a weighted average price."
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.
equity incentive plans financial
"mandated by the Issuer's election under its equity incentive plans to require"
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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did CLOV’s Chief Legal Officer report?
Clover Health Investments’ Chief Legal Officer Karen Soares reported an open-market sale of 10,519 Class A shares at a weighted average price of $4.67. The company states this sale was mandated to cover tax withholding from vesting restricted stock units, not a discretionary trade.
What are the vesting terms of the CLOV RSUs involved in this sale?
The RSUs linked to this sale were granted on October 15, 2024 and vest quarterly in equal 6.25% installments. Vesting continues until October 15, 2028, provided Karen Soares remains in service with Clover Health on each scheduled vesting date.
Was Karen Soares’ CLOV stock sale discretionary or pre-mandated?
The company states the sale was mandated by its equity incentive plan as a “sell to cover” tax mechanism. It explicitly notes these transactions do not represent discretionary trades by Karen Soares, but were required to satisfy RSU-related tax obligations.