Clover Health (CLOV) CFO has 156,856 shares withheld for RSU tax obligations

Rhea-AI Filing Summary

Clover Health Investments Chief Financial Officer Peter J. Kuipers reported a routine tax-related share withholding. On January 29, 2026, 156,856 shares of Class A Common Stock were automatically withheld at $2.31 per share to cover tax obligations from vesting restricted stock units.

This withholding relates to 6.25% of the original time-based RSU grant awarded on April 29, 2024. After the transaction, Kuipers beneficially owned 5,758,353 Class A shares. The remaining RSUs are scheduled to vest in equal quarterly installments through April 29, 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

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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^*

Kuipers Peter J.

(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)
	Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2026

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	01/29/2026		F		156,856(1)	D	$2.31	5,758,353	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 January 29, 2026, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on April 29, 2024. The remaining RSUs vest in equal quarterly installments, with a final vesting date on April 29, 2028, in each case subject to the continued service of the Reporting Person on such vesting date.

Remarks:

	Peter J. Rivas as attorney-in-fact for Peter Kuipers	02/02/2026
	** 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.
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FAQ

What insider transaction did Clover Health (CLOV) report for its CFO?

Clover Health reported that CFO Peter J. Kuipers had 156,856 Class A shares automatically withheld on January 29, 2026 to cover tax obligations from vesting RSUs. This is a non-open-market, tax-related transaction coded as “F” on the Form 4.

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

No, the transaction was not an open-market sale. The 156,856 Class A shares were automatically withheld by the company to satisfy tax obligations triggered by RSU vesting, as indicated by transaction code “F” and the explanatory footnote in the filing.

How many Clover Health (CLOV) shares does the CFO hold after this transaction?

After the January 29, 2026 tax-withholding transaction, CFO Peter J. Kuipers beneficially owned 5,758,353 shares of Clover Health Class A Common Stock. This figure reflects his holdings following the automatic share withholding to cover RSU-related tax obligations.

What equity award is linked to the Clover Health (CLOV) CFO’s January 2026 Form 4?

The Form 4 relates to time-based restricted stock units granted to the CFO on April 29, 2024. On January 29, 2026, 6.25% of the original RSU grant vested, triggering automatic share withholding to cover associated tax obligations under the company’s equity plan.

What is the vesting schedule for the Clover Health (CLOV) CFO’s RSUs?

The CFO’s time-based RSUs vest in equal quarterly installments, with a final vesting date of April 29, 2028. Each vesting remains subject to his continued service on the applicable vesting dates, as described in the explanatory footnote to the Form 4 filing.

At what price were Clover Health (CLOV) shares withheld for the CFO’s taxes?

The 156,856 Class A shares withheld to cover the CFO’s tax obligations were valued at $2.31 per share. This price is shown in the Form 4 transaction table for the January 29, 2026 tax-withholding event coded as transaction type “F.”