Clover Health officer reports tax withholding tied to RSU vesting

Rhea-AI Filing Summary

Clover Health Investments (CLOV): Officer Form 4 filing. A company officer reported an automatic share withholding for taxes tied to RSU vesting. On 10/15/2025, 92,181 shares of Class A common stock were withheld (code F) at $2.80 due to the vesting of 25% of RSUs granted on 10/15/2024.

After this tax withholding, the officer reported 1,274,463 shares beneficially owned directly, plus 1,610,482 shares held indirectly by a family trust. The remaining RSUs vest quarterly in equal 6.25% installments through 10/15/2028, subject to continued service.

Insider Trade Summary

Net Seller: 92,181 shares

Net Sell 2 txns

Insider Wai Conrad

Role CEO, Counterpart Health

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	92,181	$2.80	$258K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,274,463 shares (Direct); Class A Common Stock — 1,610,482 shares (Indirect, By Trust.)

Footnotes (2)

1. F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations on October 15, 2025, due to the vesting of 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. F2. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/17/2025 - 04:38 PM Learn about SEC filing dates

FAQ

What did CLOV’s Form 4 report on 10/15/2025?

An automatic tax withholding of 92,181 Class A shares (code F) at $2.80 due to RSU vesting.

Whose holdings are reported in the CLOV Form 4?

A CLOV officer listed as Officer with the title CEO, Counterpart Health; the filing was signed by attorney-in-fact for Conrad Wai.

How many CLOV shares does the officer hold after the transaction?

Reported 1,274,463 shares directly and 1,610,482 shares indirectly via a family trust.

What triggered the share withholding in CLOV’s Form 4?

The 25% vesting of RSUs granted on 10/15/2024, with shares withheld to cover taxes on 10/15/2025.

What is the RSU vesting schedule noted?

Remaining RSUs vest quarterly at 6.25% with a final vesting date on 10/15/2028, subject to continued service.

Does the Form 4 indicate an open-market sale by the CLOV officer?

No. Code F indicates shares were withheld for taxes upon RSU vesting, not sold in the market.

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)
10/15/2025

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	10/15/2025		F		92,181(1)	D	$2.8	1,274,463	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 October 15, 2025, due to the vesting of 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	10/17/2025
	** 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.