Clover Health (CLOV) CEO reports RSU tax share withholding

Rhea-AI Filing Summary

Clover Health Investments, Corp. CEO Conrad Wai reported an automatic share withholding related to restricted stock vesting. On January 15, 2026, 25,868 shares of Class A common stock were withheld at $2.81 per share to cover tax obligations arising from the vesting of 6.25% of a prior RSU grant made on October 15, 2024.

After this tax withholding, Wai beneficially owned 1,025,806 Class A shares directly. In addition, a trust for the benefit of his family, of which he is a co‑trustee, held 1,610,482 Class A shares indirectly. The remaining RSUs from the 2024 grant are scheduled to vest quarterly in equal 6.25% installments through October 15, 2028, subject to his continued service.

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).

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^*

Wai Conrad

(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, Counterpart Health

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		F		25,868(1)	D	$2.81	1,025,806	D
Class A Common Stock								1,610,482	I	By Trust.(2)

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 on January 15, 2026, due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on October 15, 2024, and timely reported on a Form 4 filed on October 17, 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.

2. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.

Remarks:

	/s/ Peter J. Rivas as attorney-in-fact for Conrad Wai	01/20/2026
	** 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.

FAQ

What insider transaction did Clover Health (CLOV) report on January 15, 2026?

The filing reports that 25,868 shares of Clover Health Class A common stock were automatically withheld on January 15, 2026 at $2.81 per share to cover tax obligations from the vesting of restricted stock units granted to CEO Conrad Wai.

Was the Clover Health (CLOV) CEO’s Form 4 transaction an open market sale?

No. The Form 4 states the 25,868 shares were automatically withheld to cover tax obligations in connection with RSU vesting, rather than an open market sale initiated by the CEO.

How many Clover Health (CLOV) shares does CEO Conrad Wai own directly after this transaction?

Following the reported tax withholding, CEO Conrad Wai beneficially owned 1,025,806 shares of Clover Health Class A common stock directly.

What indirect Clover Health (CLOV) holdings are reported for the CEO?

The Form 4 shows an indirect holding of 1,610,482 Class A shares held by a trust for the benefit of his family, where Conrad Wai is a co‑trustee.

What are the vesting terms for the RSUs mentioned in the Clover Health (CLOV) Form 4?

The RSUs were granted on October 15, 2024. The filing notes that 6.25% of the original RSU grant vested on January 15, 2026, and the remaining RSUs vest quarterly in equal 6.25% installments through October 15, 2028, subject to CEO Conrad Wai’s continued service.

Who is the reporting person in this Clover Health (CLOV) Form 4 filing and what is their role?

The reporting person is Conrad Wai, identified as an officer of Clover Health Investments, Corp. with the title CEO, Counterpart Health.