CLOV insider RSU tax withholding; 2,823,796 shares remain owned

Rhea-AI Filing Summary

Clover Health (CLOV) reported insider activity by its officer (CEO, Medicare Advantage), Jamie L. Reynoso. On 10/31/2025, two transactions with code F reflected shares of Class A common stock automatically withheld to cover taxes upon RSU vesting: 101,917 shares related to performance-based RSUs and 29,513 shares related to time-based RSUs, each at $3.53.

Following these withholdings, the reporting person directly beneficially owned 2,823,796 shares. These entries reflect tax withholding tied to previously awarded RSUs and do not represent open-market sales.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Reynoso Jamie L.

Role CEO, Medicare Advantage

Type	Security	Shares	Price	Value
Tax Withholding	Class A Common Stock	101,917	$3.53	$360K
Tax Withholding	Class A Common Stock	29,513	$3.53	$104K

Holdings After Transaction: Class A Common Stock — 2,853,309 shares (Direct)

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, 2023.

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^*

Reynoso Jamie L.

(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, Medicare Advantage

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		101,917(1)	D	$3.53	2,853,309	D
Class A Common Stock	10/31/2025		F		29,513(2)	D	$3.53	2,823,796	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 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, 2023.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Jamie L. Reynoso	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 CLOV disclose in this Form 4?

Two code F transactions on 10/31/2025 for tax withholdings tied to RSU vesting: 101,917 and 29,513 Class A shares at $3.53.

How many CLOV shares does the reporting person own after the transactions?

Direct beneficial ownership is 2,823,796 Class A shares following the reported transactions.

What does transaction code F indicate for CLOV's Form 4?

Code F indicates shares were withheld to satisfy tax obligations upon vesting of equity awards.

What awards triggered the tax withholdings at CLOV?

Withholdings related to the vesting of performance-based RSUs and the final 12.5% tranche of RSUs granted on 10/31/2023.

Were these open-market sales of CLOV shares?

No. The shares were automatically withheld to cover taxes upon RSU vesting, not open-market sales.

Who is the reporting person in this CLOV filing?

Jamie L. Reynoso, an officer listed as CEO, Medicare Advantage.