Clover Health exec covers RSU taxes with shares

Clover Health Investments executive Jamie L. Reynoso reported an automatic share disposition tied to equity compensation.

Rhea-AI Filing Summary

Clover Health Investments executive Jamie L. Reynoso reported an automatic share disposition tied to equity compensation. On April 15, 2026, 12,712 shares of Class A Common Stock were withheld at $2.04 per share to cover tax obligations from vesting restricted stock units (RSUs). After this tax-withholding event, Reynoso directly holds 2,857,210 shares of Class A Common Stock. The footnote explains that this reflects 6.25% of an RSU grant made on October 15, 2024, with the remaining RSUs scheduled to vest in equal 6.25% quarterly installments through October 15, 2028, contingent on continued service.

Insider Trade Summary

Exercise Price or Tax Liability: 12,712 shares

Exercise Price or Tax Liability 1 txn

Insider Reynoso Jamie L.

Role CEO, Medicare Advantage

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	12,712	$2.04	$26K

Holdings After Transaction: Class A Common Stock — 2,857,210 shares (Direct)

Footnotes (1)

1. F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations on April 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.

Key Figures

Shares withheld for taxes: 12,712 shares Withholding price: $2.04 per share Shares held after transaction: 2,857,210 shares +3 more

6 metrics

Shares withheld for taxes 12,712 shares Class A Common Stock withheld April 15, 2026

Withholding price $2.04 per share Value used for tax-withholding disposition

Shares held after transaction 2,857,210 shares Direct Class A Common Stock holdings post-transaction

RSU vesting tranche 6.25% Portion of original RSU grant vesting each quarter

RSU grant date October 15, 2024 Original restricted stock unit grant to reporting person

Final RSU vesting date October 15, 2028 Scheduled end of quarterly RSU vesting, subject to service

Key Terms

restricted stock units (RSUs), tax obligations, vesting, Form 4

4 terms

restricted stock units (RSUs) financial

"due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted"

Restricted stock units (RSUs) are a type of company promise to give employees shares of stock in the future, usually after certain conditions like working for a set time. They are like a gift promised today that you receive later, which can become valuable if the company's stock price goes up. RSUs matter because they are a way companies reward employees and can be a significant part of compensation.

tax obligations financial

"shares of Class A Common Stock that were automatically withheld to cover tax obligations on April 15, 2026"

vesting financial

"The remaining RSUs vest quarterly in equal installments of 6.25%"

Vesting is the process by which you earn full ownership of something, like company stock or a retirement benefit, over time. It’s like earning the right to keep a gift piece by piece the longer you stay with a company, making sure employees stay committed before they receive all the benefits.

Form 4 regulatory

"timely reported on a Form 4 filed on October 17, 2024"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

FAQ

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

What insider transaction did CLOV executive Jamie L. Reynoso report?

Jamie L. Reynoso reported an automatic tax-withholding disposition of 12,712 shares of Clover Health Class A Common Stock. These shares were withheld by the company to cover tax obligations arising from the vesting of previously granted restricted stock units (RSUs).

Was the CLOV insider transaction an open-market sale of shares?

No, the CLOV insider transaction was not an open-market sale. It was a tax-withholding disposition, where shares were automatically withheld by the company to satisfy tax obligations when a portion of Reynoso’s restricted stock units vested.

How many CLOV shares does Jamie L. Reynoso hold after this transaction?

Following the tax-withholding disposition, Jamie L. Reynoso directly holds 2,857,210 shares of Clover Health Class A Common Stock. This figure reflects her remaining equity position after 12,712 shares were withheld to cover taxes on RSU vesting.

What triggered the tax withholding on CLOV shares for Jamie L. Reynoso?

The tax withholding was triggered by the vesting of 6.25% of an RSU grant awarded on October 15, 2024. When this portion of the restricted stock units vested on April 15, 2026, the company automatically withheld shares to cover associated tax obligations.

How do Jamie L. Reynoso’s CLOV RSUs vest over time?

Reynoso’s RSUs from the October 15, 2024 grant vest in quarterly installments of 6.25%. Vesting continues on equal 6.25% tranches until the final vesting date on October 15, 2028, provided she remains in service with the company.

What does a tax-withholding disposition mean for CLOV shareholders?

A tax-withholding disposition means the company withholds shares to pay taxes on vested RSUs, rather than the executive selling shares in the market. It is a routine compensation-related event and does not represent a discretionary sale decision by the insider.

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

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Accepted by SEC EDGAR 04/16/2026 - 04:09 PM EDT 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).

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^*

Reynoso Jamie L.

(Last) (First) (Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

NOT APPLICABLE

(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)
	CEO, Medicare Advantage

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/15/2026

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	04/15/2026		F		12,712(1)	D	$2.04	2,857,210	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 April 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.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Jamie L. Reynoso	04/16/2026
	** 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)