Clover Health insider withholds shares for taxes after RSU vesting

Rhea-AI Filing Summary

Jamie L. Reynoso, an officer (CEO, Medicare Advantage) of Clover Health Investments, filed a Form 4 reporting automatic withholding of shares to cover taxes on vested restricted stock units. On 09/14/2025, 12,567 shares of Class A common stock were withheld at $3.06 per share following vesting of RSUs granted 03/14/2022. On 09/15/2025, 8,691 shares were withheld at $3.14 per share after vesting of RSUs granted 09/16/2022. After these withholdings, the reporting person beneficially owned 3,058,804 shares. The withheld shares reflect tax settlements rather than open-market sales.

Positive

• Significant retained ownership: Reporting person beneficially owns 3,058,804 shares following the transactions.
• Withholdings were tax settlements: Disposals reflect automatic tax withholding on vested RSUs, not open-market sales.
• Vesting schedule disclosed: Remaining RSUs vest quarterly with final vesting in 2026, indicating continued alignment with shareholders.

Negative

• Shares disposed: 12,567 shares on 09/14/2025 at $3.06 and 8,691 shares on 09/15/2025 at $3.14 were surrendered to cover taxes.

Insights

Corporate Governance Expert

TL;DR: Routine tax-withholding on vested RSUs; continues significant insider ownership.

The filings indicate automatic withholding to satisfy tax obligations on vesting RSUs rather than discretionary sales. The reporting person still beneficially owns over 3 million Class A shares, which preserves alignment with shareholders. Transactions are recorded at modest per-share prices ($3.06 and $3.14) and relate to scheduled vesting from 2022 grants with final vesting through 2026, suggesting standard compensation vesting terms.

Securities Analyst

TL;DR: Non-material disposals for tax purposes; no new purchases or market trades reported.

The reported disposals (12,567 and 8,691 shares) were withheld to cover taxes on RSU vesting and therefore do not indicate active selling intent. The remaining beneficial ownership level (3,058,804 shares after the second withholding) remains sizable. Dates and grant origins are explicitly stated, and the remaining RSUs vest quarterly with final dates in 2026, implying continued compensation-linked ownership.

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
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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).

1. Name and Address of Reporting Person^*

Reynoso Jamie L.

(Last) (First) (Middle)

C/O CLOVER HEALTH INVESTMENTS, 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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO, Medicare Advantage

3. Date of Earliest Transaction (Month/Day/Year)
09/14/2025

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	09/14/2025		F		12,567(1)	D	$3.06	3,067,495	D
Class A Common Stock	09/15/2025		F		8,691(2)	D	$3.14	3,058,804	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 that were automatically withheld to cover tax obligations upon the vesting, on September 14, 2025, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on March 14, 2022, and originally reported on a Form 4 filed on March 16, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on March 14, 2026, subject to the continued service of the Reporting Person on each such vesting date.

2. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations due to the vesting on September 15, 2024, of 6.25% of the restricted stock units granted to the Reporting Person on September 16, 2022, and originally reported on a Form 4 filed on September 20, 2022. The remaining RSUs will vest in equal quarterly installments, with the final vesting occurring on September 16, 2026, in each case subject to the continued service of the Reporting Person on each such vesting date.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Jamie L. Reynoso	09/16/2025
	** 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.

FAQ

What did Jamie L. Reynoso report in the CLOV Form 4?

The Form 4 reports automatic withholding of 12,567 shares on 09/14/2025 and 8,691 shares on 09/15/2025 to satisfy tax obligations from vested RSUs.

How many CLOV shares does the reporting person own after these transactions?

After the reported withholdings the reporting person beneficially owned 3,058,804 shares of Class A common stock.

Were the reported transactions open-market sales or tax withholdings?

The transactions were automatic withholdings to cover taxes upon RSU vesting, not open-market sales.

What were the prices for the withheld shares?

Withheld shares were recorded at $3.06 per share on 09/14/2025 and $3.14 per share on 09/15/2025.

When do the remaining RSUs fully vest?

For the RSUs granted 03/14/2022 the final vesting date is 03/14/2026; for the RSUs granted 09/16/2022 the final vesting date is 09/16/2026.