CLOV insider RSU vest: 25% vests; 82,778 withheld for taxes

Rhea-AI Filing Summary

Clover Health Investments, Corp. (CLOV) reported an insider transaction on a Form 4. An officer (CEO of Home Care) had 82,778 shares of Class A Common Stock automatically withheld at $2.8 on 10/15/2025 to cover taxes from restricted stock unit (RSU) vesting (Transaction Code F).

Following the withholding, the reporting person directly beneficially owns 2,388,579 shares. The RSUs were granted on 10/15/2024; 25% vested on 10/15/2025, with the remainder vesting quarterly in 6.25% increments through 10/15/2028, subject to continued service.

Insider Trade Summary

Net Seller: 82,778 shares

Net Sell 1 txn

Insider Priest Brady Patrick

Role CEO of Home Care

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	82,778	$2.80	$232K

Holdings After Transaction: Class A Common Stock — 2,388,579 shares (Direct)

Footnotes (1)

1. F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations on October 15, 2025, due to the vesting of 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 10/17/2025 - 05:05 PM Learn about SEC filing dates

FAQ

What did CLOV disclose in this Form 4?

An officer reported a Code F transaction: 82,778 shares were withheld at $2.8 on 10/15/2025 to cover taxes from RSU vesting.

How many CLOV shares does the insider own after the transaction?

The reporting person directly beneficially owns 2,388,579 shares following the transaction.

Was this an open-market sale of CLOV shares?

No. Code F indicates shares were withheld to cover taxes upon RSU vesting, not an open-market sale.

What is the RSU vesting schedule mentioned for CLOV?

Granted on 10/15/2024, 25% vested on 10/15/2025. The remainder vests quarterly at 6.25% through 10/15/2028, subject to continued service.

What security and price were involved in the CLOV Form 4?

The security was Class A Common Stock, and the withholding price was $2.8 per share.

Who is the reporting person’s role at CLOV?

The reporting person is an Officer, specifically the CEO of Home Care.

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).

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)
10/15/2025

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	10/15/2025		F		82,778(1)	D	$2.8	2,388,579	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 October 15, 2025, due to the vesting of 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.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Brady Priest	10/17/2025
	** 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.