Clover Health grants 54,347 RSUs to interim CFO

THORNTON JOSEPH CLAY reported acquisition or exercise transactions in this Form 4 filing.

Rhea-AI Filing Summary

THORNTON JOSEPH CLAY reported acquisition or exercise transactions in this Form 4 filing.

Clover Health Investments reported that Interim CFO Joseph Clay Thornton received a grant of 54,347 shares of Class A Common Stock in the form of time-based restricted stock units (RSUs) on August 12, 2026. Twenty-five percent of these RSUs vest on the first anniversary of that date, with the remainder vesting in twelve equal quarterly installments until full vesting on August 12, 2030, subject to his continued service. Following this award, Thornton beneficially owns 1,267,301 shares of Class A Common Stock.

Insider Trade Summary

Grant/Award: 54,347 shares

Grant/Award 1 txn

Insider THORNTON JOSEPH CLAY

Role Interim CFO

Type	Security	Shares	Price	Value
Grant/Award	Class A Common Stock F1	54,347	$0.00	$0.00

Holdings After Transaction: Class A Common Stock — 1,267,301 shares (Direct)

Footnotes (1)

1. F1. Represents shares of Class A common stock underlying a time-based restricted stock unit award ("RSUs"). Twenty-five percent of the RSUs will vest on the first anniversary of August 12, 2026, and the remaining RSUs will vest in twelve equal quarterly installments beginning on the date that is three months after the first anniversary of August 12, 2026, in each case subject to the continued service of the Reporting Person on each such vesting date, so that such RSUs will be fully vested on August 12, 2030.

Key Figures

RSUs granted: 54,347 shares Per-share grant price: $0.0000 per share Holdings after transaction: 1,267,301 shares +3 more

6 metrics

RSUs granted 54,347 shares Time-based restricted stock unit award on August 12, 2026

Per-share grant price $0.0000 per share Reported transaction price for the RSU grant

Holdings after transaction 1,267,301 shares Total Class A Common Stock beneficially owned after the award

RSU full vesting date August 12, 2030 Date on which the RSUs are expected to be fully vested

Initial cliff vesting 25% of RSUs Vests on the first anniversary of August 12, 2026

Subsequent vesting installments 12 quarterly installments Remaining RSUs vest in equal quarterly tranches after cliff date

Key Terms

restricted stock unit, time-based restricted stock unit award, vesting, Class A Common Stock

4 terms

restricted stock unit financial

"Represents shares of Class A common stock underlying a time-based restricted stock unit award"

A restricted stock unit is a promise from a company to give an employee shares of stock after certain conditions are met, like staying with the company for a set amount of time. It’s like earning a bonus that turns into company stock once you’ve proven your commitment, making it a way to motivate and reward employees.

time-based restricted stock unit award financial

"Represents shares of Class A common stock underlying a time-based restricted stock unit award"

vesting financial

"RSUs will vest in twelve equal quarterly installments beginning on the date"

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.

Class A Common Stock financial

"Represents shares of Class A common stock underlying a time-based restricted stock unit award"

Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.

FAQ

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

What insider transaction did CLOV Interim CFO Joseph Clay Thornton report?

Interim CFO Joseph Clay Thornton reported receiving a grant of 54,347 RSUs of Clover Health Class A Common Stock on August 12, 2026, as equity compensation. The award vests over time through August 12, 2030, contingent on continued service.

How many Clover Health (CLOV) shares does Joseph Clay Thornton hold after this Form 4?

After the reported grant, Joseph Clay Thornton beneficially owns 1,267,301 shares of Clover Health Class A Common Stock. This total includes the newly awarded restricted stock units that will vest over the stated schedule if service conditions are met.

What is the vesting schedule for Joseph Clay Thornton’s 54,347 CLOV RSUs?

The 54,347 RSUs vest 25% on the first anniversary of August 12, 2026. The remaining units vest in twelve equal quarterly installments, beginning three months after that anniversary, with full vesting expected by August 12, 2030, subject to continued service.

Did Joseph Clay Thornton buy or sell Clover Health (CLOV) stock in this filing?

This Form 4 reports an equity award, not an open-market purchase or sale. Thornton received 54,347 RSUs of Class A Common Stock as a grant, with no per-share purchase price, subject to a multi-year vesting schedule.

What type of security was granted to the CLOV Interim CFO in this Form 4?

The Interim CFO received Class A Common Stock in the form of time-based restricted stock units (RSUs). These units represent a right to receive shares in the future as they vest, conditioned on his continued service to Clover Health.

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

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Accepted by SEC EDGAR 08/13/2026 - 04:20 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^*

THORNTON JOSEPH CLAY

(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)
	Interim CFO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
08/12/2026

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	08/12/2026		A		54,347(1)	A	$0	1,267,301	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 underlying a time-based restricted stock unit award ("RSUs"). Twenty-five percent of the RSUs will vest on the first anniversary of August 12, 2026, and the remaining RSUs will vest in twelve equal quarterly installments beginning on the date that is three months after the first anniversary of August 12, 2026, in each case subject to the continued service of the Reporting Person on each such vesting date, so that such RSUs will be fully vested on August 12, 2030.

Remarks:

	/s/ Peter J. Rivas as attorney-in-fact for Joseph Clay Thornton	08/13/2026
	** 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)