Clover Health CEO sells shares to cover RSU taxes

Clover Health Investments CEO Andrew Toy reported a required sale of 62,711 Class A shares at a weighted average price of $4.67 per share to cover tax withholding from the vesting of 6.25% of RSUs originally granted on October 15, 2024.

Rhea-AI Filing Summary

Clover Health Investments CEO Andrew Toy reported a required sale of 62,711 Class A shares at a weighted average price of $4.67 per share to cover tax withholding from the vesting of 6.25% of RSUs originally granted on October 15, 2024. The company’s equity plan mandates these sell to cover trades, so they were not discretionary. After the sale, Toy directly holds 9,547,114 shares. Remaining RSUs vest in equal 6.25% quarterly installments through October 15, 2028, subject to continued service.

Insider Trade Summary 10b5-1

Net Seller: 62,711 shares

Net Sell 1 txn

Insider Toy Andrew

Role Chief Executive Officer

Sold 62,711 shs ($293K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	62,711	$4.67	$293K

Holdings After Transaction: Class A Common Stock — 9,547,114 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 ("RSUs") 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: 62,711 shares Weighted average sale price: $4.67 per share Sale price range: $4.67–$4.72 per share +3 more

6 metrics

Shares sold 62,711 shares Class A Common Stock sold to cover tax withholding

Weighted average sale price $4.67 per share Average price for the 62,711 shares sold

Sale price range $4.67–$4.72 per share Range of prices across multiple sale transactions

Shares owned after transaction 9,547,114 shares Direct Class A Common Stock held by Andrew Toy after the sale

RSU tranche vested 6.25% of RSUs Portion of RSUs vesting that triggered tax withholding sale

Final RSU vesting date October 15, 2028 End date for quarterly 6.25% RSU vesting schedule

Key Terms

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

4 terms

restricted stock units (RSUs) financial

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

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

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.

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.

FAQ

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

What insider transaction did Clover Health (CLOV) CEO Andrew Toy report?

Andrew Toy reported selling 62,711 Class A shares at a weighted average of $4.67 per share. The sale covered tax withholding from vesting of 6.25% of RSUs granted on October 15, 2024, and was mandated by Clover Health’s equity incentive plan.

Were Andrew Toy’s July 2026 CLOV share sales discretionary trades?

No. The Form 4 explains the share sales were required to satisfy tax withholding obligations on RSU vesting. Under Clover Health’s equity incentive plan, these sell to cover transactions are automatic and do not reflect discretionary trading decisions by the CEO.

How many Clover Health (CLOV) shares does Andrew Toy own after this sale?

Following the tax-related sale, Andrew Toy directly holds 9,547,114 shares of Clover Health Class A Common Stock. This post-transaction balance shows he retains a substantial equity position even after selling shares to cover required withholding taxes on his RSU vesting.

At what prices were Andrew Toy’s CLOV shares sold in this transaction?

The reported weighted average sale price was $4.67 per share. According to the footnote, the 62,711 shares were sold in multiple trades at prices ranging from $4.67 to $4.72 per share, and detailed breakdowns are available on request.

What is the vesting schedule for Andrew Toy’s RSUs at Clover Health (CLOV)?

The RSUs granted on October 15, 2024 vest in 6.25% increments each quarter. The final vesting date is October 15, 2028, and each vesting event is contingent on Andrew Toy’s continued service with Clover Health through the applicable vesting dates.

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

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Accepted by SEC EDGAR 07/16/2026 - 04:59 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^*

Toy Andrew

(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)

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

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		62,711(1)	D	$4.67(2)	9,547,114	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 ("RSUs") 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 Andrew Toy	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)