[Form 4] Clover Health Investments, Corp Insider Trading Activity

Rhea-AI Filing Summary

On 24 Jul 2025 Kestra Medical Technologies (KMTS) director Raymond W. Cohen filed Form 4 disclosing the automatic conversion and acquisition of 12,994 restricted common shares. The shares arose from previously granted Class A units of West Affum Holdings that converted in conjunction with the company’s IPO; therefore, no cash consideration was paid (transaction code “A”). After the event, Cohen’s beneficial ownership stands at 12,994 KMTS shares held directly.

The award vests in three tranches: 4,331 shares vested immediately on 24 Jul 2025; an additional 4,331 will vest on 24 Jul 2026; and the remaining 4,332 will vest on 24 Jul 2027. The filing shows no open-market purchases, sales, option activity, or derivative positions, and it contains no financial performance metrics.

While the transaction modestly increases insider alignment, the share amount is relatively small and is unlikely to be market-moving by itself.

Positive

• Director ownership increase: Cohen now holds 12,994 KMTS shares, enhancing alignment with public shareholders.

Negative

• Limited immediacy: Only 4,331 shares are currently vested; 66% remain restricted until 2026-2027.

Insights

Financial Analyst

TL;DR: Routine IPO-related share conversion; aligns director but immaterial to valuation.

The Form 4 records a non-cash grant that brings Cohen’s direct stake to 12,994 shares. Given KMTS’s likely post-IPO float, this holding is negligible from a supply-demand standpoint. The staged vesting maintains long-term alignment but also limits immediate tradable float. No buy/sell signals or valuation insight can be drawn; therefore impact on stock price should be neutral.

Corporate Governance Expert

TL;DR: Standard equity incentive; positive alignment, but governance impact modest.

The conversion follows typical IPO clean-up mechanics, shifting partnership units into listed equity. Multi-year vesting supports retention and aligns director incentives with shareholder value creation through 2027. No red flags—authority covered by existing PoA. However, the quantum is small, so governance leverage remains limited.

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).

1. Name and Address of Reporting Person^*

Wai Conrad

(Last) (First) (Middle)

C/O CLOVER HEALTH 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, Counterpart Health

3. Date of Earliest Transaction (Month/Day/Year)
07/22/2025

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	07/22/2025		S		118,600(1)	D	$3.29	1,494,898	I	By Trust.(2)
Class A Common Stock	07/23/2025		S		91,197(3)	D	$3.32	1,403,701	I	By Trust.(2)
Class A Common Stock								1,699,767	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 sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.25 to $3.37, inclusive. The Reporting Person undertakes to provide to the SEC staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

2. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.

3. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2025. The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $3.25 to $3.40, inclusive. The Reporting Person undertakes to provide to the SEC staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.

Remarks:

	/s/ Peter J. Rivas as attorney-in-fact for Conrad Wai	07/24/2025
	** 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.

FAQ

What did KMTS director Raymond W. Cohen report in the Form 4 filed on July 24, 2025?

He reported the automatic acquisition of 12,994 restricted common shares due to IPO-related unit conversion.

How many KMTS shares does Cohen own after the reported transaction?

Cohen beneficially owns 12,994 common shares, all held directly.

Was any cash paid for the 12,994 KMTS shares?

No. The shares were received through an automatic conversion; no purchase price was involved.

What is the vesting schedule for the restricted KMTS shares?

4,331 shares vested on 7/24/25; another 4,331 vest on 7/24/26; the final 4,332 vest on 7/24/27.

Does the filing indicate insider buying or selling activity?

It indicates an award conversion, not an open-market buy or sale; no shares were sold.