CLOV insider RSU vesting: ending ownership 2,228,583 shares

Rhea-AI Filing Summary

Clover Health Investments (CLOV) disclosed a Form 4 for an officer (CEO of Home Care) showing tax-withholding transactions tied to RSU vesting. On 10/31/2025, the company automatically withheld 86,610 and 25,081 Class A shares at $3.53 per share to cover taxes as restricted stock units vested.

The filing notes these were tied to the final 50% of earned performance-based RSUs from an award dated October 31, 2023, and the final 12.5% of another RSU tranche vesting the same day. Following these transactions, the reporting person directly beneficially owned 2,228,583 Class A shares.

Insider Trade Summary

Net Seller: 111,691 shares

Net Sell 2 txns

Insider Priest Brady Patrick

Role CEO of Home Care

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	86,610	$3.53	$306K
Exercise Price or Tax Liability	Class A Common Stock	25,081	$3.53	$89K

Holdings After Transaction: Class A Common Stock — 2,228,583 shares (Direct)

Footnotes (2)

1. F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations due to the vesting of the final 50% of the number of earned performance-based restricted stock units (RSU), as described herein. Each RSU represented a right to a share of Class A Common Stock, earned in connection with the determination of the level of performance achievement in satisfaction of vesting conditions underlying a performance-based restricted share unit grant awarded on October 31, 2023. One-half of the number of earned restricted stock units vested and were settled on September 13, 2024, and the remaining one-half of the restricted stock units vested on October 31, 2025.
2. F2. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations due to the vesting on October 31, 2025, of the final 12.5% of RSUs granted to the Reporting Person on October 31, 2023.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 11/04/2025 - 06:30 PM Learn about SEC filing dates

FAQ

What did Clover Health (CLOV) report in this Form 4?

An officer (CEO of Home Care) had Class A shares automatically withheld on 10/31/2025 to cover taxes from RSU vesting.

How many CLOV shares were withheld for taxes and at what price?

Two transactions: 86,610 shares and 25,081 shares at $3.53 per share, coded F (tax withholding).

What triggered the tax-withholding transactions for CLOV?

Vesting of RSUs granted on October 31, 2023, including the final 50% of earned performance-based RSUs and the final 12.5% of another RSU tranche.

What is the reporting person’s direct beneficial ownership after these transactions?

The filing shows 2,228,583 Class A shares owned directly following the transactions.

Were these open-market sales of CLOV shares?

No. The filing states shares were automatically withheld to satisfy tax obligations upon RSU vesting (transaction code F).

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)
10/31/2025

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	10/31/2025		F		86,610(1)	D	$3.53	2,253,664	D
Class A Common Stock	10/31/2025		F		25,081(2)	D	$3.53	2,228,583	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 due to the vesting of the final 50% of the number of earned performance-based restricted stock units (RSU), as described herein. Each RSU represented a right to a share of Class A Common Stock, earned in connection with the determination of the level of performance achievement in satisfaction of vesting conditions underlying a performance-based restricted share unit grant awarded on October 31, 2023. One-half of the number of earned restricted stock units vested and were settled on September 13, 2024, and the remaining one-half of the restricted stock units vested on October 31, 2025.

2. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations due to the vesting on October 31, 2025, of the final 12.5% of RSUs granted to the Reporting Person on October 31, 2023.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Brady Priest	11/04/2025
	** 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.