Clover Health CFO RSU tax shares withheld

Clover Health Investments' Interim CFO, Joseph Clay, reported a routine tax-withholding event tied to restricted stock units.

Rhea-AI Filing Summary

Clover Health Investments' Interim CFO, Joseph Clay, reported a routine tax-withholding event tied to restricted stock units. On April 15, 2026, 4,158 shares of Class A Common Stock were automatically withheld at $2.04 per share to cover taxes when 6.25% of an RSU grant vested.

The RSUs were originally granted on October 15, 2024 and continue to vest in equal 6.25% quarterly installments through October 15, 2028, as long as Clay remains in service. After this non-market tax-withholding disposition, he directly holds 1,234,526 shares of Class A Common Stock.

Insider Trade Summary

Exercise Price or Tax Liability: 4,158 shares

Exercise Price or Tax Liability 1 txn

Insider THORNTON JOSEPH CLAY

Role Interim CFO

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	4,158	$2.04	$8K

Holdings After Transaction: Class A Common Stock — 1,234,526 shares (Direct)

Footnotes (1)

1. F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations on April 15, 2026, due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on October 15, 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.

Key Figures

Shares withheld for taxes: 4,158 shares Withholding price per share: $2.04 per share Shares held after transaction: 1,234,526 shares +3 more

6 metrics

Shares withheld for taxes 4,158 shares Tax-withholding disposition on April 15, 2026

Withholding price per share $2.04 per share Value used for tax-withholding on April 15, 2026

Shares held after transaction 1,234,526 shares Direct Class A holdings following the tax-withholding

Initial RSU vesting tranche 6.25% Portion of original RSU grant vesting on April 15, 2026

RSU grant date October 15, 2024 Original grant date of RSUs to the reporting person

Final RSU vesting date October 15, 2028 Scheduled final vesting date, subject to continued service

Key Terms

restricted stock units (RSUs), tax-withholding disposition, Class A Common Stock, vesting, +1 more

5 terms

restricted stock units (RSUs) financial

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

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

tax-withholding disposition financial

"transaction_action": "tax-withholding disposition""

A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.

Class A Common Stock financial

"Represents shares of Class A Common Stock that were automatically withheld"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

vesting financial

"due to the vesting of 6.25% of the original number of restricted stock units"

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.

Form 4 regulatory

"INSIDER FILING DATA (Form 4)"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What insider transaction did Clover Health (CLOV) report for Joseph Clay?

Clover Health reported that Interim CFO Joseph Clay had 4,158 Class A shares automatically withheld to cover tax obligations on vested RSUs. This was a tax-withholding disposition, not an open-market sale, and is a routine part of equity compensation administration.

Was the CLOV insider transaction by Joseph Clay a stock sale on the market?

No, the 4,158 CLOV shares were not sold on the open market. They were automatically withheld by the company to satisfy tax obligations triggered by RSU vesting, a non-discretionary, compensation-related transaction common in stock-based pay programs.

How many Clover Health (CLOV) shares does Joseph Clay hold after this Form 4?

After the April 15, 2026 tax-withholding event, Interim CFO Joseph Clay directly holds 1,234,526 shares of Clover Health Class A Common Stock. This indicates the withheld 4,158 shares are a very small portion of his overall reported equity position.

What RSU vesting schedule applies to Joseph Clay’s CLOV grant?

Joseph Clay’s RSU grant from October 15, 2024 vests 6.25% on each quarterly vesting date. The remaining restricted stock units continue vesting in equal 6.25% installments, with the final vesting scheduled for October 15, 2028, subject to his continued service.

Why were 4,158 Clover Health shares withheld from Joseph Clay on April 15, 2026?

The 4,158 shares were automatically withheld to cover tax obligations arising when 6.25% of his RSU grant vested on April 15, 2026. This aligns with the Form 4 code F, which denotes payment of tax liability by delivering or withholding securities.

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 04/16/2026 - 04:12 PM 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).

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^*

THORNTON JOSEPH CLAY

(Last) (First) (Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

(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)
	Interim CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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	04/15/2026		F		4,158(1)	D	$2.04	1,234,526	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 on April 15, 2026, due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on October 15, 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.

Remarks:

	/s/ Peter J. Rivas as attorney-in-fact for Joseph Clay Thornton	04/16/2026
	** 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)