Clover Health Insider Withholding of 6,403 Shares upon RSU Vesting

Rhea-AI Filing Summary

Karen M. Soares, General Counsel & Secretary of Clover Health Investments (CLOV), reported a transaction dated 09/15/2025 in which 6,403 shares of Class A common stock were withheld to cover tax obligations upon vesting of 6.25% of the RSUs originally granted on 09/15/2022. The report shows the shares were disposed at a price of $3.14 and that the reporting person beneficially owned 1,463,084 shares following the transaction. The filing notes the remaining RSUs vest quarterly in equal installments with a final vesting date of 09/15/2026. The Form 4 is signed by an attorney-in-fact for the reporting person on 09/17/2025.

Positive

• Vesting schedule disclosed — remaining RSUs vest quarterly in equal installments with final vesting on 09/15/2026.
• Post-transaction ownership reported — reporting person beneficially owned 1,463,084 Class A shares following the transaction.

Negative

• Shares withheld — 6,403 Class A shares were disposed to cover tax obligations.
• Disposition recorded — transaction coded as a disposition (F) at a price of $3.14 per share.

Insights

Corporate Governance Expert

TL;DR: Routine tax withholding on RSU vesting disclosed; vesting schedule and post-transaction ownership clearly reported.

The filing documents a standard administrative action: automatic withholding of 6,403 Class A shares to satisfy tax obligations related to RSU vesting. The company and reporting person disclosed the original grant date, the portion that vested (6.25%), and the remaining quarterly vesting through 09/15/2026, which supports transparency on insider equity remuneration. The post-transaction beneficial ownership figure of 1,463,084 shares is provided, enabling investors to track insider ownership levels.

Securities Analyst

TL;DR: Non-material insider disposition for tax withholding; transaction details and remaining vesting cadence are explicitly stated.

The transaction is coded as a disposition (code F) and reflects withholding at a price of $3.14 for 6,403 shares. This is a mechanical tax-related disposition rather than a voluntary sale for liquidity. The clear disclosure of the remaining vesting schedule through 09/15/2026 and the exact post-transaction share count allows straightforward reconciliation with outstanding equity awards and insider ownership metrics.

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
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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).

1. Name and Address of Reporting Person^*

Soares Karen

(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)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		F		6,403(1)	D	$3.14	1,463,084	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 September 15, 2025, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on September 15, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on September 15, 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 Karen M. Soares	09/17/2025
	** 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.
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FAQ

What transaction did Karen M. Soares (CLOV) report on the Form 4?

The Form 4 reports that 6,403 Class A shares were withheld to cover tax obligations upon RSU vesting on 09/15/2025.

How many shares did the reporting person own after the transaction?

The filing states the reporting person beneficially owned 1,463,084 Class A shares following the reported transaction.

What was the price used for the withheld shares?

The shares were recorded at a price of $3.14 per share.

What portion of the RSU grant vested and what is the remaining vesting schedule?

The filing states 6.25% of the original RSU grant vested on 09/15/2025; the remaining RSUs vest quarterly in equal installments with final vesting on 09/15/2026.

When was the Form 4 signed and by whom?

The Form 4 was signed on 09/17/2025 by an attorney-in-fact, Peter J. Rivas, for Karen M. Soares.