Clover Health CEO RSU tax withholding reported

Clover Health Investments CEO Andrew Toy reported a routine tax-related share disposition.

Rhea-AI Filing Summary

Clover Health Investments CEO Andrew Toy reported a routine tax-related share disposition. On April 15, 2026, 60,765 shares of Class A Common Stock were automatically withheld at $2.04 per share to cover tax obligations from RSU vesting. After this withholding, Toy directly owned 10,009,005 shares.

The withheld shares relate to 6.25% of an RSU grant originally awarded on October 15, 2024. The remaining RSUs are scheduled to vest in equal 6.25% quarterly installments through October 15, 2028, contingent on Toy’s continued service.

Insider Trade Summary

Exercise Price or Tax Liability: 60,765 shares

Exercise Price or Tax Liability 1 txn

Insider Toy Andrew

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	60,765	$2.04	$124K

Holdings After Transaction: Class A Common Stock — 10,009,005 shares (Direct)

Footnotes (1)

1. F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations on April 15, 2026, due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on October 15, 2024, and timely reported on a Form 4 filed on October 17, 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.

Key Figures

Shares withheld for taxes: 60,765 shares Withholding price per share: $2.04 per share Shares owned after transaction: 10,009,005 shares +2 more

5 metrics

Shares withheld for taxes 60,765 shares Automatic tax-withholding disposition on April 15, 2026

Withholding price per share $2.04 per share Value used for tax-withholding shares on April 15, 2026

Shares owned after transaction 10,009,005 shares Direct Class A holdings following the tax-withholding event

RSU vesting tranche 6.25% of original grant Portion of RSUs vesting on April 15, 2026

Final RSU vesting date October 15, 2028 Scheduled end of quarterly 6.25% RSU vesting

Key Terms

restricted stock units, tax obligations, vesting, Form 4, +1 more

5 terms

restricted stock units financial

"original number of restricted stock units (RSUs) granted to the Reporting Person"

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.

tax obligations financial

"automatically withheld to cover tax obligations on April 15, 2026"

vesting financial

"due to the vesting of 6.25% of the original number of restricted stock units"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 regulatory

"timely reported on a Form 4 filed on October 17, 2024"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

Class A Common Stock financial

"Represents shares of Class A Common Stock that were automatically withheld"

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 did CLOV CEO Andrew Toy report in this Form 4 filing?

Andrew Toy reported automatic withholding of 60,765 Clover Health shares to cover taxes on RSU vesting. This was not an open-market sale but a tax-withholding disposition tied to previously granted restricted stock units.

How many Clover Health (CLOV) shares were withheld for taxes and at what price?

A total of 60,765 Class A shares were withheld at $2.04 per share. This withholding covered tax obligations arising from the vesting of a portion of Andrew Toy’s previously granted restricted stock units.

How many Clover Health (CLOV) shares does Andrew Toy hold after the transaction?

After the tax-withholding disposition, Andrew Toy directly holds 10,009,005 Clover Health Class A shares. This reflects his ownership following the automatic share withholding tied to RSU vesting on April 15, 2026.

What triggered the tax-withholding share disposition for CLOV’s CEO?

The disposition was triggered by the vesting of 6.25% of the original RSU grant from October 15, 2024. Shares were automatically withheld to satisfy tax obligations rather than being sold in the open market.

How will Andrew Toy’s RSUs in Clover Health (CLOV) vest over time?

The remaining RSUs vest quarterly in equal 6.25% installments until October 15, 2028. Each vesting date is conditioned on Andrew Toy’s continued service, and future vestings may similarly involve automatic tax-withholding of shares.

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

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Accepted by SEC EDGAR 04/16/2026 - 04:13 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).

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^*

Toy Andrew

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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	04/15/2026		F		60,765(1)	D	$2.04	10,009,005	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. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations on April 15, 2026, due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on October 15, 2024, and timely reported on a Form 4 filed on October 17, 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.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Andrew Toy	04/16/2026
	** 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)