Clover Health CLO sells 6,846 shares for taxes

Clover Health’s Chief Legal Officer completed a small, non-discretionary sell-to-cover stock sale tied to RSU vesting and remains a significant shareholder.

Rhea-AI Filing Summary

Clover Health Investments, Corp. (CLOV) reported that its Chief Legal Officer Karen Soares sold 6,846 shares of Class A common stock on September 15, 2026 at a weighted average price of $4.78 per share in sales mandated to cover tax withholding on the final vesting of 6.25% of restricted stock units granted September 15, 2022. These transactions were effected as a required "sell to cover" under the company’s equity incentive plans and are not discretionary trades; following the sale, Soares directly holds 1,607,371 shares of Class A common stock.

Insider Trade Summary 10b5-1

Net Seller: 6,846 shares

Net Sell 1 txn

Insider Soares Karen

Role Chief Legal Officer

Sold 6,846 shs ($33K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	6,846	$4.78	$33K

Holdings After Transaction: Class A Common Stock — 1,607,371 shares (Direct)

Footnotes (2)

1. F1. The sales reported on this Form 4 represent shares of Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the final vesting of 6.25% of restricted stock units originally granted to the Reporting Person on September 15, 2022. 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.
2. F2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.70 to $4.78, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

Key Figures

Shares sold: 6,846 shares Weighted average sale price: $4.78 per share Sale price range: $4.70–$4.78 per share +2 more

5 metrics

Shares sold 6,846 shares Class A Common Stock sold on September 15, 2026 to cover tax withholding

Weighted average sale price $4.78 per share Weighted average for sales on September 15, 2026

Sale price range $4.70–$4.78 per share Range of prices for multiple sale transactions on September 15, 2026

Shares held after transaction 1,607,371 shares Direct Class A Common Stock holdings of Karen Soares after the sale

RSU tranche vested 6.25% of grant Final vesting portion of RSUs granted September 15, 2022

Key Terms

restricted stock units, equity incentive plans, sell to cover, weighted average price

4 terms

restricted stock units financial

"final vesting of 6.25% of restricted stock units originally granted"

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.

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans"

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.

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.

weighted average price financial

"The price reported in column 4 is a weighted average price"

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CLOV report for Chief Legal Officer Karen Soares?

Clover Health reported that 6,846 shares of Class A common stock were sold on September 15, 2026 by Chief Legal Officer Karen Soares, in a transaction classified as a sale of non-derivative securities.

Why did the CLOV insider sale of 6,846 shares occur?

The sale of 6,846 shares was required to cover tax withholding obligations related to the final vesting of 6.25% of RSUs granted on September 15, 2022, under Clover Health’s equity incentive plans, and did not represent a discretionary trade.

What price did the CLOV shares sell for in this Form 4 transaction?

The reported price is a weighted average of $4.78 per share. The shares were sold in multiple trades at prices ranging from $4.70 to $4.78 per share, inclusive.

How many CLOV shares does Karen Soares hold after this tax-related sale?

After the transaction, Chief Legal Officer Karen Soares directly holds 1,607,371 shares of Clover Health Class A common stock, as reported in the Form 4.

Were the CLOV insider sales discretionary or mandated by a plan?

The filing states the sales were mandated by the issuer’s election under its equity incentive plans as a "sell to cover" for taxes, and that they do not represent discretionary trades by the reporting person.

What awards were vesting in connection with this CLOV insider transaction?

The tax-related sales were tied to the final vesting of 6.25% of restricted stock units originally granted to Karen Soares on September 15, 2022.

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

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Available on EDGAR 09/15/2026 - 08:11 PM Accepted by SEC EDGAR 09/15/2026 - 08:11 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).

X

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^*

Soares Karen

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2026

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	09/15/2026		S		6,846(1)	D	$4.78(2)	1,607,371	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. The sales reported on this Form 4 represent shares of Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the final vesting of 6.25% of restricted stock units originally granted to the Reporting Person on September 15, 2022. 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.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.70 to $4.78, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Karen M. Soares	09/15/2026
	** 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)