CLOV insider tax withholding on RSU vesting; 1,236,228 shares owned

Rhea-AI Filing Summary

Clover Health Investments (CLOV) disclosed a Form 4 for officer Karen M. Soares (General Counsel & Secretary) showing tax-withholding transactions tied to RSU vesting. On 10/31/2025, two Code F entries were reported: 131,521 shares of Class A common stock and 38,086 shares were automatically withheld at a price of $3.53 per share to cover taxes.

The withholding related to performance-based RSUs granted on 10/31/2023, with one-half of earned units settled on 09/13/2024 and the remaining half vesting on 10/31/2025. An additional tranche representing the final 12.5% of RSUs from the same grant also vested on 10/31/2025. Following these transactions, Soares directly beneficially owned 1,236,228 Class A shares.

Insider Trade Summary

Net Seller: 169,607 shares

Net Sell 2 txns

Insider Soares Karen

Role General Counsel & Secretary

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	131,521	$3.53	$464K
Exercise Price or Tax Liability	Class A Common Stock	38,086	$3.53	$134K

Holdings After Transaction: Class A Common Stock — 1,236,228 shares (Direct)

Footnotes (2)

1. F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations due to the vesting of the final 50% of the number of earned performance-based restricted stock units (RSU), as described herein. Each RSU represented a right to a share of Class A Common Stock, earned in connection with the determination of the level of performance achievement in satisfaction of vesting conditions underlying a performance-based restricted share unit grant awarded on October 31, 2023. One-half of the number of earned restricted stock units vested and were settled on September 13, 2024, and the remaining one-half of the restricted stock units vested on October 31, 2025.
2. F2. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations due to the vesting on October 31, 2025, of the final 12.5% of RSUs granted to the Reporting Person on October 31, 2023.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/04/2025 - 05:30 PM Learn about SEC filing dates

FAQ

What did CLOV disclose in this Form 4?

Two Code F transactions on 10/31/2025 where shares were withheld to cover taxes upon RSU vesting.

Whose transactions are reported in CLOV’s Form 4?

Officer Karen M. Soares, General Counsel & Secretary of Clover Health Investments.

How many CLOV shares were withheld for taxes and at what price?

131,521 shares and 38,086 shares at $3.53 per share.

What triggered the CLOV share withholdings?

Vesting of performance-based RSUs granted on 10/31/2023, including the remaining half and the final 12.5% tranche.

What is Karen Soares’ ownership after these transactions?

Direct beneficial ownership of 1,236,228 Class A shares.

Were these open-market sales of CLOV stock?

No. Code F indicates shares were withheld by the issuer to satisfy tax obligations.

Were there prior vesting events related to these RSUs?

Yes. One-half of the earned RSUs vested and settled on 09/13/2024.

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^*

Soares Karen

(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)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025

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	10/31/2025		F		131,521(1)	D	$3.53	1,274,314	D
Class A Common Stock	10/31/2025		F		38,086(2)	D	$3.53	1,236,228	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 due to the vesting of the final 50% of the number of earned performance-based restricted stock units (RSU), as described herein. Each RSU represented a right to a share of Class A Common Stock, earned in connection with the determination of the level of performance achievement in satisfaction of vesting conditions underlying a performance-based restricted share unit grant awarded on October 31, 2023. One-half of the number of earned restricted stock units vested and were settled on September 13, 2024, and the remaining one-half of the restricted stock units vested on October 31, 2025.

2. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations due to the vesting on October 31, 2025, of the final 12.5% of RSUs granted to the Reporting Person on October 31, 2023.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Karen M. Soares	11/04/2025
	** 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.