Clover Health (CLOV) CLO reports RSU tax-withholding transaction

Filing Impact

(Neutral)

Filing Sentiment

(Neutral)

Form Type

Rhea-AI Filing Summary

Clover Health Investments’ Chief Legal Officer, Karen Soares, reported a routine tax-related share withholding linked to restricted stock units (RSUs). On April 15, 2026, 10,161 shares of Class A Common Stock were automatically withheld at $2.04 per share to cover tax obligations when 6.25% of a previously granted RSU award vested.

After this tax-withholding disposition, Soares directly holds 1,572,422 shares of Clover Health Class A Common Stock. The RSU grant from October 15, 2024 continues to vest quarterly in equal 6.25% installments through October 15, 2028, as long as she remains in service.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider Soares Karen

Role Chief Legal Officer

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	10,161	$2.04	$21K

Holdings After Transaction: Class A Common Stock — 1,572,422 shares (Direct)

Footnotes (1)

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Key Figures

Shares withheld for taxes: 10,161 shares Withholding price: $2.04/share Post-transaction holdings: 1,572,422 shares +3 more

6 metrics

Shares withheld for taxes 10,161 shares Class A shares automatically withheld on April 15, 2026

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

Post-transaction holdings 1,572,422 shares Direct Class A Common Stock held after the transaction

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 if service continues

Key Terms

restricted stock units (RSUs), vesting, tax obligations, withheld, +1 more

5 terms

restricted stock units (RSUs) financial

"due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted"

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.

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.

tax obligations financial

"automatically withheld to cover tax obligations on April 15, 2026"

withheld financial

"Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations"

quarterly in equal installments financial

"The remaining RSUs vest quarterly in equal installments of 6.25%"

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Form 4 Insider Transactions: What Each Field Means →

04/16/2026 - 08:25 PM

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^*

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)
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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/15/2026		F		10,161⁽¹⁾	D	$2.04	1,572,422	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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, and timely reported on a Form 4 filed on October 17, 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 Karen M. Soares	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)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transaction did Clover Health (CLOV) disclose for Karen Soares?

Clover Health reported that Chief Legal Officer Karen Soares had 10,161 Class A shares automatically withheld to cover taxes on April 15, 2026. The withholding was triggered by the vesting of a portion of her previously granted restricted stock units.

Was the Clover Health (CLOV) insider transaction a market sale of shares?

No, the transaction was not an open-market sale. Shares were automatically withheld by Clover Health to cover tax obligations arising from RSU vesting, a common administrative process rather than a discretionary sale into the market.

How many Clover Health (CLOV) shares does Karen Soares hold after the transaction?

After the April 15, 2026 tax-withholding disposition, Chief Legal Officer Karen Soares directly holds 1,572,422 shares of Clover Health Class A Common Stock, according to the reported post-transaction ownership figure in the Form 4 filing.

What is the vesting schedule for Karen Soares’ Clover Health (CLOV) RSUs?

The RSUs granted on October 15, 2024 vest quarterly in equal 6.25% installments. This schedule continues until the final vesting date of October 15, 2028, provided that Karen Soares remains in continuous service with Clover Health.

At what price were Clover Health (CLOV) shares withheld for Karen Soares’ taxes?

The 10,161 Class A shares withheld to cover Karen Soares’ tax obligations were valued at $2.04 per share. This price was used solely for the tax-withholding calculation associated with the vesting RSUs reported in the Form 4.