Clover Health (CLOV) CEO Andrew Toy has shares withheld to pay RSU taxes

Rhea-AI Filing Summary

Clover Health Investments Chief Executive Officer Andrew Toy reported a tax-related share withholding tied to vesting of previously granted equity. On May 8, 2026, 85,704 shares of Class A common stock were automatically withheld at $2.82 per share to cover tax obligations on vesting restricted stock units. After this disposition, Toy directly held 9,923,301 shares of Class A common stock. The underlying RSUs were part of a grant made on August 8, 2022, which vests in quarterly 6.25% installments through August 8, 2026, subject to his continued service.

Insights

Equity compensation analyst

Routine tax withholding on RSU vesting; no open-market trade.

The transaction reflects automatic share withholding to pay taxes when time-based RSUs vested for CEO Andrew Toy. Code F and the footnote confirm it was a tax-withholding disposition, not an open-market sale or discretionary trade.

The withheld 85,704 shares are small relative to Toy’s remaining 9,923,301-share direct position, indicating a routine compensation event. The grant continues to vest quarterly at 6.25% through August 8, 2026, subject to his continued service, so similar filings may appear as future tranches vest.

Insider Trade Summary

Net Seller: 85,704 shares

Net Sell 1 txn

Insider Toy Andrew

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	85,704	$2.82	$242K

Holdings After Transaction: Class A Common Stock — 9,923,301 shares (Direct)

Footnotes (1)

1. F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations upon the vesting, on May 8, 2026, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2022, and timely reported on a Form 4 filed on August 10, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on August 8, 2026, subject to the continued service of the Reporting Person on each such vesting date.

Key Figures

Shares withheld for taxes: 85,704 shares Withholding price per share: $2.82 per share Shares held after transaction: 9,923,301 shares +2 more

5 metrics

Shares withheld for taxes 85,704 shares Class A common stock withheld on May 8, 2026

Withholding price per share $2.82 per share Value used for tax-withholding disposition

Shares held after transaction 9,923,301 shares Direct Class A holdings following tax withholding

RSU vesting tranche 6.25% of original grant Portion vesting on May 8, 2026

Final RSU vesting date August 8, 2026 End of quarterly 6.25% vesting schedule

Key Terms

restricted stock units ("RSUs"), tax obligations, vesting, time-based restricted stock units, +1 more

5 terms

restricted stock units ("RSUs") financial

"original number of time-based restricted stock units ("RSUs") granted to the Reporting Person"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

tax obligations financial

"automatically withheld to cover tax obligations upon the vesting"

vesting financial

"upon the vesting, on May 8, 2026, of 6.25% of the original number"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

time-based restricted stock units financial

"original number of time-based restricted stock units ("RSUs") granted"

Time-based restricted stock units are a form of employee compensation where individuals are granted company shares that are earned over a set period, often as a reward for staying with the company. These shares typically become fully owned and transferable only after passing specific time milestones, encouraging long-term commitment. For investors, they highlight a company's focus on employee retention and can influence future stock supply and company stability.

quarterly in equal installments financial

"The remaining RSUs vest quarterly in equal installments of 6.25%"

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

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 05/12/2026 - 04:16 PM Learn about SEC filing dates

FAQ

What did Clover Health (CLOV) CEO Andrew Toy report in this Form 4?

Andrew Toy reported an automatic tax-withholding disposition of 85,704 shares of Class A common stock. These shares were withheld to cover taxes when a portion of his time-based RSUs vested on May 8, 2026, rather than sold in the open market.

Was the Clover Health (CLOV) CEO’s Form 4 a market sale of shares?

No, the Form 4 shows a tax-withholding disposition, not an open-market sale. Shares were automatically withheld by the company to satisfy tax obligations triggered by RSU vesting, a common administrative feature of equity compensation plans.

How many Clover Health (CLOV) shares were withheld for taxes in this filing?

The filing shows 85,704 shares of Class A common stock withheld at $2.82 per share. This withholding covered tax obligations on the vesting of time-based RSUs granted on August 8, 2022, rather than being a discretionary share sale.

How many Clover Health (CLOV) shares does CEO Andrew Toy hold after this transaction?

Following the tax-withholding transaction, Andrew Toy directly holds 9,923,301 shares of Clover Health Class A common stock. The withheld amount is small relative to this position, underscoring that the event is a routine component of equity compensation.

What are the vesting terms of the Clover Health (CLOV) RSUs referenced in the Form 4?

The RSUs were granted on August 8, 2022 and vest quarterly in 6.25% installments. The footnote states vesting continues until a final vesting date on August 8, 2026, conditioned on Andrew Toy’s continued service with Clover Health.

Why do RSU vestings at Clover Health (CLOV) trigger tax-withholding share dispositions?

When RSUs vest, they generally create taxable income for the holder. Clover Health withholds a portion of the resulting shares, here 85,704, to cover those tax obligations automatically, avoiding the need for the executive to sell shares separately for taxes.

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^*

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)
05/08/2026

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	05/08/2026		F		85,704(1)	D	$2.82	9,923,301	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 May 8, 2026, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2022, and timely reported on a Form 4 filed on August 10, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on August 8, 2026, subject to the continued service of the Reporting Person on each such vesting date.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Andrew Toy	05/12/2026
	** 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)