Clover Health Investments (CLOV) details RSU vesting and tax share withholding

Rhea-AI Filing Summary

Clover Health Investments, Corp. reported an insider equity transaction by an officer serving as General Counsel & Secretary. On December 15, 2025, 6,404 shares of Class A common stock were withheld to cover tax obligations triggered by the vesting of time-based restricted stock units (RSUs).

The withheld shares correspond to 6.25% of the original RSU grant made on September 15, 2022. The remaining RSUs are scheduled to vest quarterly in equal 6.25% installments, with a final vesting date on September 15, 2026, subject to the reporting person’s continued service. Following this tax-withholding event, the reporting person beneficially owns 1,222,365 Class A shares directly.

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

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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).

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 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)
12/15/2025

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	12/15/2025		F		6,404(1)	D	$2.7	1,222,365	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 December 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	12/16/2025
	** 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 insider transaction did Clover Health Investments (CLOV) disclose in this filing?

The filing shows that 6,404 shares of Class A common stock were withheld on December 15, 2025 to cover tax obligations arising from the vesting of restricted stock units.

How many Clover Health Class A shares were withheld for taxes in this report?

A total of 6,404 Class A common shares were automatically withheld to satisfy tax obligations when a portion of the reporting person’s RSUs vested on December 15, 2025.

How many Clover Health shares does the reporting person own after this transaction?

After the reported tax-withholding transaction, the reporting person beneficially owns 1,222,365 shares of Clover Health Investments, Corp. Class A common stock in direct ownership.

What is the reporting person’s role at Clover Health Investments (CLOV)?

The reporting person is an officer of Clover Health Investments, Corp., serving in the role of General Counsel & Secretary, as indicated in the relationship section.

How do the restricted stock units (RSUs) in this filing vest over time?

The RSUs were granted on September 15, 2022. On December 15, 2025, 6.25% of the original RSU grant vested. The remaining units vest quarterly in equal 6.25% installments, with a final vesting date on September 15, 2026, subject to the reporting person’s continued service.

Who signed this insider ownership report for Clover Health Investments?

The report is signed /s/ Peter J. Rivas as attorney-in-fact for Karen M. Soares, indicating that the filing was executed on her behalf.