CLOV insider RSU vesting triggers tax withholding at $3.53

Rhea-AI Filing Summary

Clover Health Investments (CLOV) insider filing: Officer Conrad Wai reported tax-withholding transactions tied to RSU vesting. On 10/31/2025, 96,448 shares of Class A common stock were withheld at $3.53 per share to satisfy taxes for the final 50% of earned performance-based RSUs from an award dated 10/31/2023. On the same date, 27,930 shares were withheld at $3.53 due to vesting of the final 12.5% of time-based RSUs.

Following these transactions, the reporting person beneficially owned 1,150,085 Class A shares directly. In addition, 1,610,482 shares were held indirectly by a family trust for which the reporting person serves as co-trustee. The filing identifies the reporting person as an officer (CEO, Counterpart Health).

Insider Trade Summary

3 transactions reported

Mixed 3 txns

Insider Wai Conrad

Role CEO, Counterpart Health

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	96,448	$3.53	$340K
Tax Withholding	Class A Common Stock	27,930	$3.53	$99K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 1,178,015 shares (Direct); Class A Common Stock — 1,610,482 shares (Indirect, By Trust.)

Footnotes (1)

1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations due to the vesting of the final 50% of the number of earned performance-based restricted stock units (RSU), as described herein. Each RSU represented a right to a share of Class A Common Stock, earned in connection with the determination of the level of performance achievement in satisfaction of vesting conditions underlying a performance-based restricted share unit grant awarded on October 31, 2023. One-half of the number of earned restricted stock units vested and were settled on September 13, 2024, and the remaining one-half of the restricted stock units vested on October 31, 2025. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations due to the vesting on October 31, 2025, of the final 12.5% of RSUs granted to the Reporting Person on October 31, 2025. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.

Form 4 Insider Transactions: What Each Field Means →

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^*

Wai Conrad

(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)
	CEO, Counterpart Health

3. Date of Earliest Transaction (Month/Day/Year)
10/31/2025

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	10/31/2025		F		96,448(1)	D	$3.53	1,178,015	D
Class A Common Stock	10/31/2025		F		27,930(2)	D	$3.53	1,150,085	D
Class A Common Stock								1,610,482	I	By Trust.(3)

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 due to the vesting of the final 50% of the number of earned performance-based restricted stock units (RSU), as described herein. Each RSU represented a right to a share of Class A Common Stock, earned in connection with the determination of the level of performance achievement in satisfaction of vesting conditions underlying a performance-based restricted share unit grant awarded on October 31, 2023. One-half of the number of earned restricted stock units vested and were settled on September 13, 2024, and the remaining one-half of the restricted stock units vested on October 31, 2025.

2. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations due to the vesting on October 31, 2025, of the final 12.5% of RSUs granted to the Reporting Person on October 31, 2025.

3. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.

Remarks:

	/s/ Peter J. Rivas as attorney-in-fact for Conrad Wai	11/04/2025
	** 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.
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.

FAQ

What did Clover Health (CLOV) disclose in this Form 4?

An officer reported share withholdings to cover taxes upon RSU vesting on 10/31/2025.

How many shares were withheld and at what price?

Two transactions: 96,448 shares at $3.53 and 27,930 shares at $3.53.

Why were shares withheld?

To satisfy tax obligations from the vesting of performance-based and time-based RSUs.

What are the officer’s holdings after these transactions?

Direct: 1,150,085 Class A shares. Indirect: 1,610,482 shares held by a family trust.

Were these open-market sales?

No. The transactions are coded F, indicating shares withheld by the issuer for taxes on vesting.

Which awards were involved?

A performance-based RSU grant dated 10/31/2023 and time-based RSUs with vesting on 10/31/2025.