Clover Health (CLOV) exec Reynoso has shares withheld to cover RSU tax obligations

Rhea-AI Filing Summary

Clover Health Investments executive Jamie L. Reynoso reported automatic share withholdings to cover tax obligations tied to restricted stock units that vested on March 14 and 15, 2026. On March 14, 6,945 shares of Class A Common Stock were withheld at $1.98 per share, followed by 6,187 shares on March 15 at the same price. These are coded as tax-withholding dispositions rather than open-market sales. After the March 15 withholding, Reynoso directly holds 2,722,568 Class A shares.

The March 14 withholding relates to the final 6.25% vesting of time-based RSUs granted on March 14, 2022. The March 15 withholding relates to 6.25% of RSUs granted on September 16, 2022, which continue to vest quarterly in 6.25% installments through a final vesting date on September 15, 2026, subject to Reynoso’s 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^*

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)
03/14/2026

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	03/14/2026		F		8,945(1)	D	$1.98	2,728,755	D
Class A Common Stock	03/15/2026		F		6,187(2)	D	$1.98	2,722,568	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 March 14, 2026, of the final 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on March 14, 2022.

2. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations upon the vesting, on March 15, 2026, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on September 16, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on September 15, 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 Jamie L. Reynoso	03/17/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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** 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 insider transactions did Clover Health (CLOV) report for Jamie L. Reynoso?

Clover Health reported that Jamie L. Reynoso had shares of Class A Common Stock automatically withheld to cover tax obligations on vesting restricted stock units in March 2026. These were tax-withholding dispositions, not open-market purchases or sales, and were tied to previously granted RSU awards.

How many Clover Health (CLOV) shares were withheld for Jamie L. Reynoso’s taxes?

A total of 15,132 Class A Common shares were withheld to satisfy tax obligations. On March 14, 6,945 shares were withheld at $1.98 per share, and on March 15, 6,187 shares were withheld at the same price, all as part of automatic RSU-related tax withholding.

Were Jamie L. Reynoso’s March 2026 Clover Health (CLOV) transactions open-market sales?

No, the March 2026 transactions were not open-market sales. They are coded as tax-withholding dispositions, meaning Clover Health automatically withheld shares of Class A Common Stock to pay required taxes when Reynoso’s restricted stock units vested, rather than Reynoso selling shares in the market.

Which RSU grants are linked to Jamie L. Reynoso’s March 2026 Clover Health (CLOV) vesting events?

The March 14, 2026 vesting corresponds to the final 6.25% of time-based RSUs granted on March 14, 2022. The March 15, 2026 vesting corresponds to 6.25% of RSUs granted on September 16, 2022, which continue to vest quarterly in equal 6.25% installments through September 15, 2026.

How many Clover Health (CLOV) shares does Jamie L. Reynoso hold after these transactions?

Following the March 15, 2026 tax-withholding disposition, Jamie L. Reynoso directly holds 2,722,568 shares of Clover Health Class A Common Stock. This figure reflects her remaining direct ownership after the company withheld shares to cover tax obligations on vested restricted stock units.

How often will Jamie L. Reynoso’s remaining Clover Health (CLOV) RSUs vest?

The remaining RSUs from the September 16, 2022 grant vest quarterly in equal 6.25% installments. This schedule continues until the final vesting date on September 15, 2026, and each vesting is subject to Jamie L. Reynoso’s continued service with Clover Health on the applicable dates.