Director Tran awarded 79,365 RSUs at Clover Health (NASDAQ: CLOV)

Rhea-AI Filing Summary

Clover Health Investments, Corp. director Thomas L. Tran reported an equity award of Class A Common Stock. On January 6, 2026, he was granted 79,365 shares of Class A Common Stock, received as time-based restricted stock units (RSUs) at a price of $0 per share, meaning this was a compensatory grant rather than an open-market purchase.

According to the filing, these RSUs represent shares that will vest in full on the first anniversary of January 6, 2026, as long as Tran continues to serve as a director through that vesting date. After this award, Tran beneficially owns 180,029 shares of Class A Common Stock directly. This filing reflects routine director compensation in the form of equity.

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

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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^*

Tran Thomas L

(Last) (First) (Middle)

C/O CLOVER HEALTH INVESMENTS, 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/06/2026

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	01/06/2026		A		79,365(1)	A	$0	180,029	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 underlying an award of time-based restricted stock units (RSUs). The RSUs will vest in full on the first anniversary of January 6, 2026, subject to the Reporting Person's continued service as a director through such vesting date.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Thomas L. Tran	01/08/2026
	** 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.
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FAQ

What did CLOV director Thomas L. Tran report in this Form 4 filing?

Thomas L. Tran reported the grant of 79,365 shares of Class A Common Stock, received as time-based RSUs at $0 per share, as part of his director compensation.

How many Clover Health (CLOV) shares does Thomas L. Tran own after this transaction?

Following the reported award, Thomas L. Tran beneficially owns 180,029 shares of Clover Health Class A Common Stock, held directly.

How do the RSUs granted to CLOV director Tran vest?

The 79,365 RSUs will vest in full on the first anniversary of January 6, 2026, provided Tran continues serving as a director through that vesting date.

Was the CLOV Form 4 transaction an open-market purchase or a grant?

The Form 4 shows an acquisition (code "A") of shares at $0 per share, indicating a compensatory equity grant via RSUs rather than an open-market purchase.

What type of security did CLOV grant to director Thomas L. Tran?

The filing reports Class A Common Stock underlying an award of time-based restricted stock units (RSUs).