Clover Health (CLOV) executive has shares withheld to cover RSU taxes

Rhea-AI Filing Summary

Clover Health Investments executive Brady Patrick Priest, CEO of Home Care, reported routine share withholding to cover taxes on vested RSUs. On January 15, 2026, 18,076 shares of Class A common stock at $2.81 per share were automatically withheld to satisfy tax obligations tied to the vesting of 6.25% of RSUs granted on October 15, 2024, leaving 2,210,507 shares beneficially owned directly. On January 18, 2026, an additional 36,923 shares at $2.54 per share were withheld for taxes on another 6.25% RSU vesting from a July 18, 2022 grant, after which Priest directly beneficially owned 2,173,584 shares of Class A common stock.

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^*

Priest Brady Patrick

(Last) (First) (Middle)

C/O CLOVER HEATLH 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 of Home Care

3. Date of Earliest Transaction (Month/Day/Year)
01/15/2026

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	01/15/2026		F		18,076(1)	D	$2.81	2,210,507	D
Class A Common Stock	01/18/2026		F		36,923(2)	D	$2.54	2,173,584	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 on January 15, 2026, due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on October 15, 2024, and timely reported on a Form 4 filed on October 17, 2024. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on October 15, 2028, subject to the continued service of the Reporting Person on each such vesting date.

2. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations upon the vesting, on January 18, 2026, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on July 18, 2022, and timely reported on a Form 4 filed on July 19, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on July 18, 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 Brady Priest	01/20/2026
	** 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

Who is the insider in this Clover Health (CLOV) Form 4 filing?

The reporting person is Brady Patrick Priest, who serves as CEO of Home Care at Clover Health Investments, Corp..

What insider transactions did CLOV report on January 15, 2026?

On January 15, 2026, 18,076 shares of Clover Health Class A common stock at $2.81 per share were automatically withheld to cover tax obligations from RSU vesting, leaving 2,210,507 shares beneficially owned directly.

What insider transactions did CLOV report on January 18, 2026?

On January 18, 2026, 36,923 shares of Class A common stock at $2.54 per share were automatically withheld to satisfy tax obligations from another RSU vesting, after which the insider directly owned 2,173,584 shares.

Were the Clover Health (CLOV) Form 4 transactions open market sales?

No. The filing explains that the shares were automatically withheld by Clover Health to cover tax obligations upon the vesting of previously granted RSUs, rather than discretionary open market sales.

What equity awards are vesting for the Clover Health executive in this Form 4?

The Form 4 states that RSU grants from October 15, 2024 and July 18, 2022 each vest quarterly in equal 6.25% installments, with final vesting dates on October 15, 2028 and July 18, 2026, respectively, subject to continued service.

How many Clover Health (CLOV) shares does the insider own after these transactions?

After the automatic tax withholdings reported in this Form 4, Brady Patrick Priest beneficially owns 2,173,584 shares of Clover Health Class A common stock directly.