Clover Health (CLOV) CEO Andrew Toy sells 87,798 shares for tax withholding

Rhea-AI Filing Summary

Clover Health Investments, Corp. director and Chief Executive Officer Andrew Toy reported a sale of 87,798 shares of Class A Common Stock on August 10, 2026 at a weighted average price of $4.65 per share. The shares were sold solely to cover tax withholding obligations tied to the final vesting on August 8, 2026 of 6.25% of restricted stock units granted on August 8, 2022, under a mandated "sell to cover" election, and are described as non‑discretionary transactions. Following this sale, Toy directly holds 9,459,316 shares of Class A Common Stock.

Insider Trade Summary 10b5-1

Net Seller: 87,798 shares

Net Sell 1 txn

Insider Toy Andrew

Role Chief Executive Officer

Sold 87,798 shs ($408K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1, F2	87,798	$4.65	$408K

Holdings After Transaction: Class A Common Stock — 9,459,316 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 final vesting on August 8, 2026 of 6.25% of restricted stock units originally granted to the Reporting Person on August 8, 2022. 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 $4.61 to $4.65, 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: 87,798 shares Weighted average sale price: $4.65 per share Sale price range: $4.61–$4.65 per share +3 more

6 metrics

Shares sold 87,798 shares Class A Common Stock sold on August 10, 2026

Weighted average sale price $4.65 per share Weighted average price for 87,798 shares sold

Sale price range $4.61–$4.65 per share Range of prices for multiple sale transactions

Shares held after transaction 9,459,316 shares Direct Class A Common Stock ownership after sale

RSU vesting tranche 6.25% Portion of RSUs that finally vested on August 8, 2026

Original RSU grant date August 8, 2022 Grant date of restricted stock units that vested

Key Terms

restricted stock units, sell to cover, weighted average price, Rule 10b5-1, +1 more

5 terms

restricted stock units financial

"final vesting on August 8, 2026 of 6.25% of restricted stock units"

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.

Rule 10b5-1 regulatory

"aff_10b5_one indicates the Rule 10b5-1 checkbox is affirmed"

Rule 10b5-1 is a regulation that allows company insiders to buy or sell their shares at predetermined times, even if they have access to non-public information. It acts like setting a schedule in advance for transactions, helping prevent accusations of unfair trading. This rule provides a way for insiders to plan trades transparently, giving investors confidence that these transactions are not based on hidden information.

tax withholding obligations financial

"shares of Class A Common Stock required to be sold ... to cover tax withholding obligations"

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

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 08/10/2026 - 06:30 PM Accepted by SEC EDGAR 08/10/2026 - 06:30 PM Learn about SEC filing dates

FAQ

What insider transaction did CLOV CEO Andrew Toy report on this Form 4?

Andrew Toy reported selling 87,798 shares of Clover Health Class A Common Stock on August 10, 2026 at a weighted average price of $4.65 per share, according to the Form 4 insider trading report.

Why did the CLOV CEO’s 87,798-share sale occur?

The 87,798-share sale was made to cover tax withholding obligations from the final vesting on August 8, 2026 of 6.25% of restricted stock units granted on August 8, 2022, under a required "sell to cover" arrangement.

How many CLOV shares does Andrew Toy hold after this reported sale?

After the reported transaction, Andrew Toy holds 9,459,316 shares of Clover Health Class A Common Stock directly, as stated in the Form 4’s post-transaction ownership column for non-derivative securities.

At what prices were the CLOV shares sold in the CEO’s August 10, 2026 trade?

The Form 4 reports a weighted average sale price of $4.65 per share, with multiple trades executed in a price range from $4.61 to $4.65 per share, inclusive, for the 87,798 shares sold.

Was the CLOV CEO’s August 2026 stock sale discretionary?

No. The filing states the sales were mandated under Clover Health’s equity incentive plans as a "sell to cover" for tax withholding, and therefore do not represent discretionary trading decisions by Andrew Toy.

Is Andrew Toy’s CLOV stock sale covered by a Rule 10b5-1 trading plan?

Yes. The Form 4 indicates the Rule 10b5-1 checkbox is affirmed, meaning the reported transaction was executed pursuant to a pre-arranged trading plan meeting Rule 10b5-1 requirements.

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)
08/10/2026

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	08/10/2026		S		87,798(1)	D	$4.65(2)	9,459,316	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 final vesting on August 8, 2026 of 6.25% of restricted stock units originally granted to the Reporting Person on August 8, 2022. 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 $4.61 to $4.65, 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	08/10/2026
	** 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)