Clover Health (NASDAQ: CLOV) CEO withholds 60,764 shares for taxes

Rhea-AI Filing Summary

Clover Health Investments CEO Andrew Toy reported an automatic share withholding to cover taxes tied to vesting stock units. On January 15, 2026, 60,764 shares of Class A common stock were withheld at $2.81 per share in connection with the vesting of 6.25% of a restricted stock unit (RSU) grant originally awarded on October 15, 2024.

Following this tax withholding, Toy directly beneficially owned 9,508,725 Class A shares. The remaining RSUs from the October 2024 grant are scheduled to vest quarterly in equal 6.25% installments, with the final vesting date on October 15, 2028, contingent on Toy’s continued service with the company.

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

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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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		F		60,764(1)	D	$2.81	9,508,725	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 January 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	01/20/2026
	** 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).
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FAQ

What insider transaction did CLOV CEO Andrew Toy report?

Andrew Toy, Chief Executive Officer and director of Clover Health Investments, Corp. (CLOV), reported an automatic withholding of 60,764 shares of Class A common stock on January 15, 2026 to cover tax obligations upon RSU vesting.

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

The filing shows 60,764 shares of Class A common stock were withheld at a price of $2.81 per share, designated with transaction code F, which indicates tax withholding related to equity awards.

How many CLOV shares does Andrew Toy own after this Form 4 transaction?

After the January 15, 2026 tax withholding, Andrew Toy beneficially owned 9,508,725 shares of Clover Health Class A common stock in direct ownership.

What RSU vesting schedule is disclosed for Clover Health CEO Andrew Toy?

The RSUs originally granted on October 15, 2024 vest quarterly in equal installments of 6.25%. The first 6.25% vested on January 15, 2026, and the remaining RSUs continue vesting quarterly until the final vesting date on October 15, 2028, subject to Toy’s continued service.

Was the CLOV insider transaction an open-market sale by the CEO?

No. The Form 4 describes the transaction as shares of Class A common stock automatically withheld to cover tax obligations arising from RSU vesting, which is coded as F, rather than a discretionary open-market sale.

What role does Andrew Toy hold at Clover Health Investments, Corp.?

According to the Form 4, Andrew Toy is both a Director and the Chief Executive Officer of Clover Health Investments, Corp.