Clover Health legal chief sells shares to cover taxes

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.

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.

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)

1. 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.
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: 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.

FAQ

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

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.

How many CLOV shares did Karen Soares sell and at what prices?

Karen Soares sold 10,519 shares of Clover Health Class A common stock at a weighted average price of $4.67 per share. The filing notes multiple trades within a $4.67 to $4.73 price range and offers to provide detailed breakdowns upon request.

Why were Karen Soares’ CLOV shares sold according to the Form 4?

The shares were sold to cover tax withholding obligations tied to vesting restricted stock units (RSUs) granted on October 15, 2024. Clover Health elected a “sell to cover” mechanism under its equity incentive plans, so these trades are described as non-discretionary for Soares.

How many CLOV shares does Karen Soares hold after this transaction?

Following the tax-related sale, Karen Soares directly holds 1,557,222 shares of Clover Health Class A common stock. This position reflects her ownership after the 10,519 shares were sold to satisfy RSU-related tax withholding requirements on July 15, 2026.

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.

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

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Accepted by SEC EDGAR 07/16/2026 - 04:44 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^*

Soares Karen

(Last) (First) (Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

NOT APPLICABLE

(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)
	Chief Legal Officer

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		10,519(1)	D	$4.67(2)	1,557,222	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 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.

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 Karen M. Soares	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)