Clover Health VP sells 3,170 shares at $4.64

Clover Health’s VP of Finance reported a small, non-discretionary share sale to cover taxes on vesting RSUs under a Rule 10b5-1 plan.

Rhea-AI Filing Summary

Clover Health Investments, Corp. (CLOV) reported that Joseph Frank Oldakowski, its VP of Finance and Controller, sold 3,170 shares of Class A Common Stock on September 16, 2026 at $4.64 per share. After this transaction, he held 275,897 shares directly.

The filing explains that these shares were sold to cover tax withholding obligations arising from the vesting of 6.25% of restricted stock units (RSUs) granted on June 16, 2025, under Clover Health’s equity incentive plans. The remaining RSUs vest quarterly in equal 6.25% installments through a final vesting date of June 16, 2029, subject to his continued service. The company states these are mandatory "sell to cover" transactions under its plan and do not represent discretionary trades. The filing also affirms the use of a Rule 10b5-1 trading plan for these sales.

Insider Trade Summary 10b5-1

Net Seller: 3,170 shares

Net Sell 1 txn

Insider OLDAKOWSKI JOSEPH FRANK

Role VP OF FINANCE AND CONTROLLER

Sold 3,170 shs ($15K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock F1	3,170	$4.64	$15K

Holdings After Transaction: Class A Common Stock — 275,897 shares (Direct)

Footnotes (1)

1. F1. The sales reported on this Form 4 represent shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of 6.25% of restricted stock units ("RSUs") originally granted to the Reporting Person on June 16, 2025. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on June 16, 2029, subject to the continued service of the Reporting Person on each such vesting date. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

Key Figures

Shares sold: 3,170 shares Sale price per share: $4.64 per share Shares held after transaction: 275,897 shares +2 more

5 metrics

Shares sold 3,170 shares Class A Common Stock sold on September 16, 2026

Sale price per share $4.64 per share Price for the 3,170 shares sold on September 16, 2026

Shares held after transaction 275,897 shares Direct Class A Common Stock holdings following the sale

RSU vesting tranche 6.25% Portion of RSUs vesting each quarter from the June 16, 2025 grant

Final RSU vesting date June 16, 2029 Final vesting date for the RSUs, subject to continued service

Key Terms

restricted stock units ("RSUs"), sell to cover, tax withholding obligations, equity incentive plans, +1 more

5 terms

restricted stock units ("RSUs") financial

"vesting of 6.25% of restricted stock units ("RSUs") originally granted"

Restricted stock units (RSUs) are a company promise to give an employee shares of stock (or cash equivalent) in the future, but only after certain conditions—usually staying with the company for a set time or hitting performance goals—are met. Investors watch RSUs because when they vest they increase the number of shares outstanding and can lead insiders to sell shares, affecting share price, company dilution and the true cost of employee pay.

sell to cover financial

"require the satisfaction of tax withholding obligations to be funded by a "sell to cover""

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

tax withholding obligations financial

"shares of Class A Common Stock required to be sold ... to cover tax withholding obligations"

equity incentive plans financial

"mandated by the Issuer's election under its equity incentive plans"

Equity incentive plans are company programs that pay employees, executives, or directors with company stock, stock options, or share units instead of or in addition to cash, aiming to align their interests with shareholders—like giving team members a stake in the house they help build. For investors this matters because such plans can motivate better company performance but also dilute existing ownership and increase reported compensation costs, so they affect future earnings, voting power, and share value.

Rule 10b5-1 trading plan regulatory

"The filing also affirms the use of a Rule 10b5-1 trading plan"

A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What insider transaction did CLOV report for its VP of Finance?

Clover Health reported that its VP of Finance and Controller, Joseph Frank Oldakowski, sold 3,170 shares of Class A Common Stock on September 16, 2026 at $4.64 per share, leaving him with 275,897 shares held directly.

Why were 3,170 CLOV shares sold by the VP of Finance?

The 3,170 shares were sold to cover tax withholding obligations triggered by the vesting of 6.25% of RSUs granted on June 16, 2025. Clover Health states these are mandatory "sell to cover" transactions under its equity incentive plans, not discretionary trades.

How many CLOV shares does the VP of Finance hold after this Form 4 transaction?

After the September 16, 2026 transaction, the VP of Finance and Controller directly holds 275,897 shares of Clover Health Class A Common Stock, as reported in the Form 4.

What is the vesting schedule of the RSUs mentioned in the CLOV Form 4?

The RSUs originally granted on June 16, 2025 vest quarterly in equal installments of 6.25%, with the final vesting date on June 16, 2029, subject to the reporting person’s continued service on each vesting date.

Was the CLOV insider sale made under a Rule 10b5-1 trading plan?

Yes. The Form 4 indicates the transaction was effected under a Rule 10b5-1 trading plan. Combined with the plan’s mandatory "sell to cover" requirement, this suggests the sale timing was pre-arranged rather than discretionary.

Does the CLOV Form 4 indicate discretionary selling by the VP of Finance?

No. Clover Health states the sales are mandated by its election under equity incentive plans to satisfy tax withholding via a "sell to cover" mechanism, and explicitly notes they do not represent discretionary trades by the reporting person.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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Available on EDGAR 09/17/2026 - 05:29 PM Accepted by SEC EDGAR 09/17/2026 - 05:29 PM Learn about SEC filing dates

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^*

OLDAKOWSKI JOSEPH FRANK

(Last) (First) (Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

(Street)

WILMINGTON DELAWARE 19801

(City) (State) (Zip)

UNITED STATES

(Country)

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)
	VP OF FINANCE AND CONTROLLER

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
09/16/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

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	09/16/2026		S		3,170(1)	D	$4.64	275,897	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. The sales reported on this Form 4 represent shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of 6.25% of restricted stock units ("RSUs") originally granted to the Reporting Person on June 16, 2025. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on June 16, 2029, subject to the continued service of the Reporting Person on each such vesting date. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.

Remarks:

	/s/ Peter J. Rivas as attorney-in-fact for Joseph Frank Oldakowski	09/17/2026
	** 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.
* Form 4: SEC 1474 (03-26)