Clover Health executive sells shares to cover taxes

Clover Health Investments, Corp. executive Jamie L. Reynoso reported an open-market sale of 13,119 shares of Class A Common Stock on July 15, 2026 at a weighted average price of $4.67 per share.

Accepted by SEC EDGAR 07/16/2026 - 04:50 PM EDT Learn about SEC filing dates

Rhea-AI Filing Summary

Clover Health Investments, Corp. executive Jamie L. Reynoso reported an open-market sale of 13,119 shares of Class A Common Stock on July 15, 2026 at a weighted average price of $4.67 per share. The sale was a mandated "sell to cover" for tax withholding on RSU vesting and not a discretionary trade. Following the transaction, Reynoso holds 2,819,479 shares directly.

Insider Trade Summary 10b5-1

Net Seller: 13,119 shares

Net Sell 1 txn

Insider Reynoso Jamie L.

Role CEO, Medicare Advantage

Sold 13,119 shs ($61K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	13,119	$4.67	$61K

Holdings After Transaction: Class A Common Stock — 2,819,479 shares (Direct)

Footnotes (2)

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 (the "RSUs") on July 15, 2026. The RSUs were originally granted to the Reporting Person on October 15, 2024. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on October 15, 2028, 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.
2. F2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.67 to $4.72, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), 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: 13,119 shares Weighted average sale price: $4.67 per share Sale price range: $4.67 to $4.72 per share +3 more

6 metrics

Shares sold 13,119 shares Open-market sale of Class A Common Stock on July 15, 2026

Weighted average sale price $4.67 per share Average price received for 13,119 shares sold

Sale price range $4.67 to $4.72 per share Multiple transactions executed within this price range

Shares owned after transaction 2,819,479 shares Direct holdings of Jamie L. Reynoso following the sale

RSU vesting tranche 6.25% Portion of RSUs vesting on July 15, 2026

RSU final vesting date October 15, 2028 Final scheduled vesting date for the RSU grant originally made on October 15, 2024

Key Terms

restricted stock units, sell to cover, weighted average price, tax withholding obligations

4 terms

restricted stock units financial

"vesting of 6.25% of restricted stock units (the "RSUs") on July 15, 2026"

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.

sell to cover financial

"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.

tax withholding obligations financial

"shares ... sold by the Reporting Person to cover tax withholding obligations"

FAQ

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

What insider transaction did Clover Health (CLOV) report for Jamie L. Reynoso?

Jamie L. Reynoso reported an open-market sale of 13,119 shares of Class A Common Stock. The transaction occurred on July 15, 2026 and was tied to tax withholding obligations arising from the vesting of restricted stock units rather than a discretionary portfolio trade.

At what prices were the Clover Health (CLOV) shares sold in this Form 4?

The reported weighted average sale price was $4.67 per share. According to the footnote, the 13,119 shares were sold in multiple transactions at prices ranging from $4.67 to $4.72 per share, and detailed breakdowns are available on request.

Why did Jamie L. Reynoso sell Clover Health (CLOV) shares according to the filing?

The sale was executed to cover tax withholding obligations from the vesting of 6.25% of Reynoso’s RSUs on July 15, 2026. The company’s equity plans mandate this "sell to cover" approach, so the transaction does not represent a discretionary trading decision.

How many Clover Health (CLOV) shares does Jamie L. Reynoso hold after the sale?

After selling 13,119 shares, Jamie L. Reynoso directly holds 2,819,479 shares of Class A Common Stock. This post-transaction ownership figure shows that the reported sale covered taxes on RSU vesting while leaving a substantial continuing equity position in the company.

What is the vesting schedule of the RSUs related to this Clover Health (CLOV) transaction?

The RSUs were granted on October 15, 2024 and vest quarterly in 6.25% installments. The first 6.25% vested on July 15, 2026, with remaining installments vesting quarterly until the final vesting date on October 15, 2028, subject to continued service.

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

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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^*

Reynoso Jamie L.

(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)
	CEO, Medicare Advantage

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/15/2026

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	07/15/2026		S		13,119(1)	D	$4.67(2)	2,819,479	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 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 (the "RSUs") on July 15, 2026. The RSUs were originally granted to the Reporting Person on October 15, 2024. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on October 15, 2028, 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.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.67 to $4.72, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), 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 Jamie L. Reynoso	07/16/2026
	** 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)