Clover Health CFO receives 328,947-share stock grant

The award's vesting schedule is conditioned on continued service through each vesting date and ends November 4, 2030.

Available on EDGAR 11/06/2026 - 06:44 PM EST Accepted by SEC EDGAR 11/06/2026 - 06:43 PM EST

(Neutral)

(Neutral)How Sentiment works

Sentiment and the balance of points

Rhea-AI Sentiment reads the wording of the document, how positive or negative its language is on a 1 to 5 scale. The balance of points shown with the takes weighs what the document actually discloses, so the two can disagree, for example when a trial that missed its main goal is described in upbeat language.

How Sentiment works How the balance works

Form Type

Rhea-AI Filing Summary

Clover Health Investments, Corp. (CLOV) Chief Financial Officer Joseph Clay Thornton received a time-based restricted stock unit award covering 328,947 shares of Class A common stock on November 4, 2026. His reported direct position following the transaction was 1,573,882 shares. Twenty-five percent of the RSUs vest on the first anniversary of November 4, 2026; the rest vest in 12 equal quarterly installments beginning three months after that anniversary, subject to continued service on each vesting date. The RSUs will be fully vested on November 4, 2030.

Insider Trade Summary

Grant/Award: 328,947 shares

Grant/Award 1 txn

Insider THORNTON JOSEPH CLAY

Role Chief Financial Officer

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock ^F1	328,947	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 1,573,882 shares (Direct)

Footnotes (1)

F1. Represents shares of Class A common stock underlying a time-based restricted stock unit award ("RSUs"). Twenty-five percent of the RSUs will vest on the first anniversary of November 4, 2026, and the remaining RSUs will vest in twelve equal quarterly installments beginning on the date that is three months after the first anniversary of November 4, 2026, in each case subject to the continued service of the Reporting Person on each such vesting date, so that such RSUs will be fully vested on November 4, 2030.

Key Figures

RSU award shares: 328,947 shares Direct position after transaction: 1,573,882 shares Initial vesting portion: 25% +1 more

4 metrics

RSU award shares 328,947 shares Award on November 4, 2026

Direct position after transaction 1,573,882 shares Following the November 4, 2026 transaction

Initial vesting portion 25% Vests on the first anniversary of November 4, 2026, subject to continued service

Quarterly vesting installments 12 equal installments Beginning three months after the first anniversary of November 4, 2026, subject to continued service

Key Terms

restricted stock unit award, quarterly installments, continued service

3 terms

restricted stock unit award financial

"time-based restricted stock unit award"

A restricted stock unit award is a promise by a company to give an employee a specified number of company shares at a future date if certain conditions are met, such as staying with the company or hitting performance goals. For investors, these awards matter because they can increase the total number of shares outstanding when converted, diluting existing holders, and they align employees’ incentives with shareholders’ interests much like giving a rising bonus that becomes real only after conditions are satisfied.

quarterly installments financial

"remaining RSUs will vest in twelve equal quarterly installments"

continued service financial

"subject to the continued service of the Reporting Person"

FAQ

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

How many shares did CLOV CFO Joseph Clay Thornton receive?

Joseph Clay Thornton received a restricted stock unit award covering 328,947 shares of Class A common stock on November 4, 2026. His reported direct position following the transaction was 1,573,882 shares.

When do Joseph Clay Thornton's CLOV RSUs vest?

Twenty-five percent of the RSUs vest on the first anniversary of November 4, 2026, and the rest vest in 12 equal quarterly installments beginning three months after that anniversary. Vesting is subject to continued service on each vesting date, and the RSUs will be fully vested on November 4, 2030.

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

Form 4 Insider Transactions: What Each Field Means →

See more from StockTitan in Google Search and AI answers. Adds StockTitan as a preferred source · opens Google

Add on Google

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^*

THORNTON JOSEPH CLAY

(Last)

(First)

(Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2026

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	11/04/2026		A		328,947⁽¹⁾	A	$0	1,573,882	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of Class A common stock underlying a time-based restricted stock unit award ("RSUs"). Twenty-five percent of the RSUs will vest on the first anniversary of November 4, 2026, and the remaining RSUs will vest in twelve equal quarterly installments beginning on the date that is three months after the first anniversary of November 4, 2026, in each case subject to the continued service of the Reporting Person on each such vesting date, so that such RSUs will be fully vested on November 4, 2030.

Remarks:

	/s/ Peter J. Rivas as attorney-in-fact for Joseph Clay Thornton	11/06/2026
	** 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)

Source: View Original Filing on SEC EDGAR