CLOV CFO RSU vesting triggers 217,382-share tax withholding

Rhea-AI Filing Summary

Clover Health (CLOV) reported an insider equity transaction by its Chief Financial Officer. On October 29, 2025, 217,382 shares of Class A common stock were automatically withheld at $3.64 per share to cover taxes upon the vesting of a portion of previously granted RSUs.

The vesting represented 6.25% of the original time‑based RSU grant made on April 29, 2024. Following the transaction, the reporting person directly beneficially owns 5,915,209 shares. The remaining RSUs are scheduled to vest in equal quarterly installments through April 29, 2028, subject to continued service.

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^*

Kuipers Peter J.

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
10/29/2025

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	10/29/2025		F		217,382(1)	D	$3.64	5,915,209	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 upon the vesting, on October 29, 2025, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on April 29, 2024. The remaining RSUs vest in equal quarterly installments, with a final vesting date on April 29, 2028, in each case subject to the continued service of the Reporting Person on such vesting date.

Remarks:

	Peter J. Rivas as attorney-in-fact for Peter Kuipers	10/31/2025
	** 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.

FAQ

What insider transaction did CLOV disclose on this Form 4?

The CFO had 217,382 shares of Class A common stock automatically withheld at $3.64 per share to cover taxes upon RSU vesting on October 29, 2025.

How many CLOV shares does the reporting person own after the transaction?

After the transaction, the reporting person directly beneficially owns 5,915,209 shares.

What portion of the RSU grant vested for the CLOV CFO?

6.25% of the original time‑based RSU grant vested on October 29, 2025.

When were the RSUs originally granted to the CLOV CFO?

The RSUs were granted on April 29, 2024.

What is the remaining vesting schedule for the CLOV CFO’s RSUs?

The remaining RSUs vest in equal quarterly installments with a final vesting date on April 29, 2028, subject to continued service.

What role does the reporting person hold at CLOV?

The reporting person is Chief Financial Officer of Clover Health Investments, Corp.