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CLOV Form 4: 8,706 shares withheld for RSU taxes; 2,012 sold

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Jamie L. Reynoso, listed as CEO, Medicare Advantage, reported two Section 16 transactions. On 10/03/2025 8,706 shares of Class A common stock were withheld to cover taxes upon vesting of 6.25% of restricted stock units granted on 01/03/202301/03/2027. On 10/07/2025 the reporting person sold 2,012 shares under a Rule 10b5-1 trading plan adopted on 03/13/2025 at $2.65 per share. After these transactions the reporting person beneficially owned 3,043,172 Class A shares. The Form 4 discloses routine tax withholding on RSU vesting and a planned sale under an established trading plan.

Positive

  • Use of a Rule 10b5-1 trading plan for the sale reduces concerns about opportunistic timing
  • Tax-withholding via share surrender is a common, non-cash mechanism to cover RSU taxes and does not dilute other shareholders

Negative

  • Sale of 2,012 shares reduced direct holdings, to 3,043,172 shares following the transactions
  • Future vesting depends on continued service through 01/03/2027, exposing remaining RSUs to forfeiture risk if service ends

Insights

Routine RSU withholding and a Rule 10b5-1 sale show standard insider liquidity management.

The withholding of 8,706 shares on 10/03/2025 was used to satisfy tax obligations from RSU vesting tied to the 01/03/2023 grant; the filing specifies remaining RSUs vest quarterly through 01/03/2027. The sale of 2,012 shares on 10/07/2025 was executed under a Rule 10b5-1 plan adopted on 03/13/2025 at $2.65 per share, which typically reduces questions about timing and intent.

The key dependencies are continued service for future vesting and the terms of the 10b5-1 plan; both determine future share flow into the market through 01/03/2027. Monitor quarterly vesting schedules and future Form 4s for additional automatic withholdings or plan-driven sales within the next 26 months.

Insider Reynoso Jamie L.
Role CEO, Medicare Advantage
Sold 2,012 shs ($5K)
Type Security Shares Price Value
Sale Class A Common Stock 2,012 $2.65 $5K
Tax Withholding Class A Common Stock 8,706 $2.59 $23K
Holdings After Transaction: Class A Common Stock — 3,043,172 shares (Direct)
Footnotes (1)
  1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations due to the vesting on October 3, 2025, of 6.25% of the restricted stock units ("RSUs") granted to the Reporting Person on January 3, 2023, and originally reported on a Form 4 filed on January 5, 2023. The remaining RSUs will vest in equal quarterly installments, with the final vesting occurring on January 3, 2027, in each case subject to the continued service of the Reporting Person on each such vesting date. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2025. These shares were sold at a price of $2.65.
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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).
X
 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)
10/03/2025
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 10/03/2025 F 8,706(1) D $2.59 3,045,184 D
Class A Common Stock 10/07/2025 S 2,012(2) D $2.65 3,043,172 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 on October 3, 2025, of 6.25% of the restricted stock units ("RSUs") granted to the Reporting Person on January 3, 2023, and originally reported on a Form 4 filed on January 5, 2023. The remaining RSUs will vest in equal quarterly installments, with the final vesting occurring on January 3, 2027, in each case subject to the continued service of the Reporting Person on each such vesting date.
2. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 13, 2025. These shares were sold at a price of $2.65.
Remarks:
/s/Peter J. Rivas as attorney-in-fact for Jamie L. Reynoso 10/07/2025
** 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Jamie L. Reynoso report on Form 4 for CLOV?

The filing reports 8,706 Class A shares withheld for taxes upon RSU vesting on 10/03/2025 and a sale of 2,012 shares on 10/07/2025 at $2.65 under a Rule 10b5-1 plan.

Why were 8,706 shares withheld in the CLOV filing?

Those 8,706 shares were automatically withheld to cover tax obligations resulting from the vesting of 6.25% of the RSUs granted on 01/03/2023.

Was the sale of CLOV shares prearranged?

Yes. The sale of 2,012 shares was effected pursuant to a Rule 10b5-1 trading plan adopted on 03/13/2025.

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

After the reported transactions the reporting person beneficially owned 3,043,172 Class A shares.

When do the remaining RSUs vest?

The remaining restricted stock units vest in equal quarterly installments with final vesting on 01/03/2027, subject to continued service.