Clover Health CLO sells shares to cover taxes

Clover Health Investments’ Chief Legal Officer Karen Soares reported a mandated share sale tied to tax withholding.

Rhea-AI Filing Summary

Clover Health Investments’ Chief Legal Officer Karen Soares reported a mandated share sale tied to tax withholding. She sold 4,681 shares of Class A common stock in open-market transactions at a weighted average price of about $4.61 per share, with trades ranging from $4.61 to $4.64.

The company’s equity incentive plan required these “sell to cover” transactions to satisfy tax obligations from vesting restricted stock units, so they were not discretionary trades. Following the sale, Soares directly holds 1,567,741 shares of Clover Health Class A common stock.

Insider Trade Summary 10b5-1

Net Seller: 4,681 shares

Net Sell 1 txn

Insider Soares Karen

Role Chief Legal Officer

Sold 4,681 shs ($22K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	4,681	$4.61	$22K

Holdings After Transaction: Class A Common Stock — 1,567,741 shares (Direct)

Footnotes (2)

1. F1. The sales reported on this Form 4 represent shares of Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.
2. F2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.61 to $4.64, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

Key Figures

Shares sold: 4,681 shares Weighted average sale price: $4.61 per share Sale price range: $4.61 to $4.64 per share +1 more

4 metrics

Shares sold 4,681 shares Open-market sale to cover RSU tax withholding

Weighted average sale price $4.61 per share Open-market sales on 2026-06-15

Sale price range $4.61 to $4.64 per share Multiple transactions within this range

Shares held after transaction 1,567,741 shares Direct ownership following reported sale

Key Terms

restricted stock units ("RSUs"), sell to cover, equity incentive plans, weighted average price

4 terms

restricted stock units ("RSUs") financial

"to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs")."

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.

sell to cover financial

"require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

weighted average price financial

"The price reported in column 4 is a weighted average price."

Weighted average price is the average price of a security where each trade or component is counted according to its size, so bigger trades pull the average more than smaller ones. Think of it like calculating the average cost of a grocery haul where items you bought more of have greater influence on the final per-item cost. Investors use it to understand the true average price paid or received, judge execution quality, and compare trading performance against market movement.

FAQ

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

What insider transaction did CLOVER HEALTH INVESTMENTS (CLOV) disclose?

Clover Health disclosed that Chief Legal Officer Karen Soares sold 4,681 Class A shares. The sales were open-market trades executed to cover tax withholding from vesting restricted stock units, under the company’s equity incentive plan.

Why did Karen Soares sell Clover Health (CLOV) shares in this Form 4?

The filing states the sales were required to cover tax withholding obligations from vesting restricted stock units. Under Clover Health’s equity incentive plans, these obligations are funded through mandatory “sell to cover” transactions rather than discretionary trading decisions.

How many Clover Health (CLOV) shares did the Chief Legal Officer sell?

Karen Soares sold 4,681 shares of Clover Health Class A common stock. These shares were sold in multiple open-market transactions specifically to satisfy tax withholding obligations arising from the vesting of restricted stock units granted under company equity plans.

What prices were received for the CLOV shares sold by Karen Soares?

The reporting person sold shares at a weighted average price of approximately $4.61 per share. According to the footnote, individual transactions occurred at prices ranging from $4.61 to $4.64, and detailed trade breakdowns are available upon request.

How many CLOV shares does Karen Soares hold after this Form 4 transaction?

After the reported sales, Karen Soares directly holds 1,567,741 shares of Clover Health Class A common stock. This post-transaction ownership figure comes from the Form 4’s column showing total shares beneficially owned following the completion of the tax-related sale.

Were the CLOV share sales by Karen Soares discretionary trades?

The filing states these sales were not discretionary. They were mandated under Clover Health’s equity incentive plan as “sell to cover” transactions to fund tax withholding obligations tied to vesting restricted stock units, rather than voluntary market-timing decisions by the insider.

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 Not now

Accepted by SEC EDGAR 06/16/2026 - 08:16 AM Learn about SEC filing dates

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).

X

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^*

Soares Karen

(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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2026

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	06/15/2026		S(1)		4,681	D	$4.61(2)	1,567,741	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. The sales reported on this Form 4 represent shares of Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of restricted stock units ("RSUs"). These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

2. The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.61 to $4.64, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Karen M. Soares	06/16/2026
	** 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)