Clover Health (CLOV) CEO’s 313,476-share sale tied to RSU tax withholding
Rhea-AI Filing Summary
Clover Health Investments, Corp. Chief Executive Officer Andrew Toy reported an open-market sale of 313,476 shares of Class A common stock at $5.32 per share. According to the disclosure, these shares were sold solely to cover tax withholding obligations tied to the vesting of 6.25% of restricted stock units granted on January 1, 2023, under a mandatory “sell to cover” arrangement in the company’s equity incentive plans. Following the transaction, Toy directly owns 9,609,825 shares of Class A common stock. The remaining RSUs from this grant vest in equal 6.25% quarterly installments through January 1, 2027, contingent on continued service.
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Insider Trade Summary 10b5-1
Net Seller: 313,476 shares
Net Sell
1 txn
Insider
Toy Andrew
Role
Chief Executive Officer
Sold
313,476 shs ($1.67M)
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Sale | Class A Common Stock | 313,476 | $5.32 | $1.67M |
Holdings After Transaction:
Class A Common Stock — 9,609,825 shares (Direct)
Footnotes (1)
- F1. The sales reported on this Form 4 represent shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of 6.25% of restricted stock units ("RSUs") originally granted to the Reporting Person on January 1, 2023. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on January 1, 2027, 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.
Key Figures
Shares sold: 313,476 shares
Sale price per share: $5.32 per share
Shares held after transaction: 9,609,825 shares
+1 more
4 metrics
Shares sold
313,476 shares
Class A Common Stock sold on July 1, 2026
Sale price per share
$5.32 per share
Open-market sale to cover tax withholding
Shares held after transaction
9,609,825 shares
Direct Class A holdings following the reported sale
RSU vesting rate
6.25% per quarter
RSUs granted January 1, 2023, vest quarterly through 2027
Key Terms
restricted stock units ("RSUs"), sell to cover, equity incentive plans, tax withholding obligations
4 terms
restricted stock units ("RSUs") financial
"in connection with the vesting of 6.25% of restricted stock units ("RSUs") originally granted"
Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.
sell to cover financial
"require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
equity incentive plans financial
"the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations"
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.
tax withholding obligations financial
"shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations"
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
What insider transaction did Clover Health (CLOV) report for CEO Andrew Toy?
Clover Health reported that CEO Andrew Toy sold 313,476 Class A shares at $5.32 per share. The sale was made to cover tax withholding obligations arising from RSU vesting under the company’s equity incentive plans.
What are the vesting terms of Andrew Toy’s RSUs at Clover Health (CLOV)?
The RSUs originally granted on January 1, 2023 vest in equal 6.25% installments each quarter. Vesting continues until a final vesting date of January 1, 2027, provided Andrew Toy remains in service through each vesting date.