Clover Health (CLOV) GC has 6,090 shares withheld to cover taxes

Rhea-AI Filing Summary

Clover Health Investments General Counsel & Secretary Karen Soares reported a tax-related share disposition. On February 14, 2026, 6,090 shares of Class A common stock were automatically withheld at $2.02 per share to cover tax obligations upon vesting of restricted stock units granted on February 14, 2022. After this withholding, she directly owned 1,204,589 Class A shares.

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^*

Soares Karen

(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)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2026

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	02/14/2026		F		6,090(1)	D	$2.02	1,204,589	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 14, 2026, of the final 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on February 14, 2022.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Karen M. Soares	02/18/2026
	** 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.

FAQ

What insider transaction did CLOV executive Karen Soares report?

Karen Soares reported a tax-withholding share disposition. On February 14, 2026, 6,090 shares of Class A common stock were automatically withheld to satisfy tax obligations tied to vesting restricted stock units, rather than being sold in an open-market transaction.

How many Clover Health (CLOV) shares were withheld and at what price?

A total of 6,090 Class A shares were withheld at $2.02 each. These shares were automatically retained to cover tax obligations when the final 6.25% of time-based restricted stock units vested on February 14, 2026.

Was the CLOV Form 4 transaction an open-market sale by Karen Soares?

No, the transaction was not an open-market sale. The Form 4 shows a code F transaction, meaning shares were automatically withheld by the company to pay tax liabilities arising from restricted stock unit vesting.

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

After the transaction, Karen Soares directly owned 1,204,589 shares. This total reflects her remaining Class A common stock holdings following the automatic withholding of 6,090 shares for tax obligations on February 14, 2026.

What triggered the tax-withholding disposition reported in the CLOV Form 4?

The disposition was triggered by RSU vesting. The shares were withheld to cover taxes when the final 6.25% of the original time-based restricted stock units granted on February 14, 2022 vested on February 14, 2026.

What does transaction code F mean in the Clover Health (CLOV) Form 4?

Transaction code F indicates a tax-withholding disposition. It shows that securities were delivered or withheld to pay the exercise price or tax liability associated with an equity award, instead of representing a standard open-market buy or sell.