Clover Health (CLOV) CEO Andrew Toy settles RSU taxes with 85,704 withheld shares

Rhea-AI Filing Summary

Clover Health Investments’ Chief Executive Officer and director Andrew Toy reported an automatic share withholding tied to restricted stock unit (RSU) vesting. On February 8, 2026, 85,704 shares of Class A common stock were withheld at $2.13 per share to cover tax obligations arising from the vesting of 6.25% of his original time-based RSU grant from August 8, 2022. After this tax withholding, Toy beneficially owned 9,423,021 shares of Class A common stock directly. The remaining RSUs from the 2022 grant are scheduled to vest quarterly in equal 6.25% installments through August 8, 2026, subject to his continued service.

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

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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^*

Toy Andrew

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/08/2026

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	02/08/2026		F		85,704(1)	D	$2.13	9,423,021	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 February 8, 2026, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2022, and timely reported on a Form 4 filed on August 10, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on August 8, 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 Andrew Toy	02/10/2026
	** 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).
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FAQ

What did Clover Health (CLOV) CEO Andrew Toy report in this Form 4?

Andrew Toy reported automatic withholding of 85,704 Class A common shares at $2.13 per share to cover taxes on vested RSUs. This transaction reflects tax settlement mechanics, not an open-market sale, and leaves him with 9,423,021 shares owned directly after the withholding.

How many Clover Health (CLOV) shares were withheld for Andrew Toy’s taxes?

A total of 85,704 Class A common shares were withheld to satisfy tax obligations. The withholding occurred on February 8, 2026, when 6.25% of a time-based RSU grant vested, as part of the standard equity compensation tax-settlement process for the CEO.

At what price were Andrew Toy’s withheld CLOV shares valued?

The withheld 85,704 Class A common shares were valued at $2.13 per share for tax-settlement purposes. This per-share price is used solely to determine the number of shares needed to satisfy Andrew Toy’s tax obligations related to the February 8, 2026 RSU vesting.

How many Clover Health (CLOV) shares does Andrew Toy own after this transaction?

Following the tax-related withholding of 85,704 shares, Andrew Toy beneficially owns 9,423,021 Class A common shares directly. This figure reflects his holdings immediately after the February 8, 2026 RSU vesting and related share withholding transaction reported on this Form 4.

What RSU vesting schedule applies to Andrew Toy’s Clover Health grant?

The time-based RSU grant awarded on August 8, 2022 vests in 6.25% increments quarterly. The Form 4 notes 6.25% vested on February 8, 2026 and states remaining RSUs will continue vesting quarterly through a final vesting date of August 8, 2026, contingent on continued service.

Was Andrew Toy’s CLOV transaction an open-market sale of shares?

No, the transaction reflects automatic tax withholding, not an open-market sale. The 85,704 Class A common shares were withheld by the company to cover Andrew Toy’s tax obligations arising from the February 8, 2026 vesting of a portion of his time-based RSUs.