Clover Health (CLOV) CEO sells 62,711 shares for RSU tax withholding
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.
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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)
- 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.
- 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.
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.