Clover Health (CLOV) interim CFO has RSU tax shares withheld in Form 4
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.
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Insider Trade Summary
Net Seller: 4,158 shares
Net Sell
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)
- 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.
AI-generated analysis. How Rhea-AI works. Not financial advice.
FAQ
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.
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.