Clover Health (CLOV) CEO RSU vesting triggers share tax withholding

Rhea-AI Filing Summary

Brady Patrick Priest, CEO of Clover Care Services, reported a routine tax-withholding transaction involving Clover Health Investments Class A Common Stock. On April 18, 2026, 36,113 shares were automatically withheld at $2.19 per share to cover tax obligations tied to restricted stock unit vesting.

The withheld shares relate to 6.25% of a time-based RSU grant originally awarded on July 18, 2022. The remaining RSUs from this grant vest in equal 6.25% quarterly installments through July 18, 2026, as long as Priest continues in service. After this withholding, he directly holds 2,138,261 shares of Class A Common Stock. This event reflects compensation-related tax settlement rather than an open-market sale.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Priest Brady Patrick

Role CEO of Clover Care Services

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	36,113	$2.19	$79K

Holdings After Transaction: Class A Common Stock — 2,138,261 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 36,113 shares Withholding price: $2.19 per share Shares held after transaction: 2,138,261 shares +2 more

5 metrics

Shares withheld for taxes 36,113 shares Automatic tax withholding on RSU vesting April 18, 2026

Withholding price $2.19 per share Value used for tax-withholding disposition

Shares held after transaction 2,138,261 shares Direct Class A Common Stock ownership after April 18, 2026

RSU vesting tranche 6.25% of original grant Portion of July 18, 2022 RSU grant vesting on April 18, 2026

Final RSU vesting date July 18, 2026 Last quarterly 6.25% vesting, subject to continued service

Key Terms

restricted stock units ("RSUs"), tax obligations, vesting, Class A Common Stock, +1 more

5 terms

restricted stock units ("RSUs") financial

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

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.

tax obligations financial

"shares of Class A Common Stock that were automatically withheld to cover tax obligations upon the vesting"

vesting financial

"upon the vesting, on April 18, 2026, of 6.25% of the original number"

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.

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.

time-based restricted stock units financial

"original number of time-based restricted stock units ("RSUs") granted"

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

Form 4 Insider Transactions: What Each Field Means →

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^*

Priest Brady Patrick

(Last) (First) (Middle)

C/O CLOVER HEATLH 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)
	CEO of Clover Care Services

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/18/2026

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	04/18/2026		F		36,113(1)	D	$2.19	2,138,261	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 April 18, 2026, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on July 18, 2022, and timely reported on a Form 4 filed on July 19, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on July 18, 2026, subject to the continued service of the Reporting Person on each such vesting date.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Brady Priest	04/21/2026
	** 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)

FAQ

What did the latest Form 4 for CLOV report about Brady Priest?

The Form 4 shows Brady Patrick Priest had 36,113 Clover Health Class A shares withheld to pay taxes on vested RSUs. These shares were valued at $2.19 each, and the transaction reflects compensation-related tax settlement, not an open-market sale of stock.

How many Clover Health (CLOV) shares does Brady Priest hold after this filing?

After the tax-withholding transaction, Brady Patrick Priest directly holds 2,138,261 shares of Clover Health Class A Common Stock. This figure reflects his position following the automatic withholding of 36,113 shares to satisfy tax obligations on recently vested restricted stock units.

Why were Clover Health (CLOV) shares withheld from Brady Priest on April 18, 2026?

Shares were automatically withheld to cover tax obligations when 6.25% of Priest’s time-based RSU grant vested on April 18, 2026. This is a standard mechanism where the company withholds stock instead of requiring cash payment for associated tax liabilities on vested equity.

What RSU vesting schedule does the CLOV Form 4 describe for Brady Priest?

The filing describes time-based RSUs granted on July 18, 2022. They vest quarterly in equal 6.25% installments, with one 6.25% tranche vesting on April 18, 2026, and remaining installments continuing each quarter until the final vesting date of July 18, 2026.

Does Brady Priest’s CLOV Form 4 indicate an open-market sale of shares?

No, the transaction is labeled as a tax-withholding disposition, not an open-market sale. Clover Health automatically withheld 36,113 shares upon RSU vesting to satisfy Priest’s tax obligations, a common administrative step in equity compensation programs rather than a discretionary stock sale.