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

Rhea-AI Filing Summary

Seaport Entertainment Group Inc. (SEG) – Form 4 filing

CFO Matthew M. Partridge reported an automatic share withholding on 01 Aug 2025 related to the vesting of restricted stock issued under the 2024 Equity Incentive Plan. The issuer withheld 5,429 common shares (Transaction Code “F”) at a reference price of $22.48 to satisfy payroll-tax obligations; no open-market sale or cash proceeds occurred.

Following the tax withholding, Partridge’s direct ownership totals 82,079 SEG shares. No derivative positions were reported or altered. Because Code F denotes a compulsory, non-discretionary transaction, the event is generally viewed as administratively neutral and does not signal a change in executive sentiment or company fundamentals.

Positive

• CFO retains 82,079 shares, indicating continued equity alignment; the disposal was strictly tax-related and not discretionary selling.

Negative

• None.

Insights

Securities Analyst

TL;DR: Routine tax-withholding; no open-market selling; CFO still owns 82k shares—neutral for SEG valuation.

The filing records a Code F disposition, which is mechanically triggered when restricted stock vests. Such transactions neither add nor remove cash from the executive and typically have no predictive power for future price moves. Partridge’s post-transaction stake (≈82 k shares) remains sizable, maintaining alignment with shareholder interests. No derivatives or options were exercised, so dilution risk is unchanged. Overall, the disclosure is non-impactful for financial models or sentiment analysis.

Corporate Governance Expert

TL;DR: Administrative insider withholding complies with Rule 16a; governance outlook unchanged.

Code F events reflect good compliance practice, as tax liabilities are settled immediately via share withholding, avoiding potential trading-window issues. The continued holding the CFO retains supports long-term incentive alignment. No governance red flags, related-party concerns, or policy breaches are evident. I classify the impact as neutral; investors need not adjust risk assessments based on this filing.

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)
07/31/2025

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	07/31/2025		F		25,081(1)	D	$2.89	2,471,357	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 upon the vesting, on July 31, 2025, of 12.5% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on October 31, 2023, and timely reported on a Form 4 filed on November 2, 2023. The remaining RSUs have a final vesting date occurring on October 31, 2025, 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	08/04/2025
	** 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.

FAQ

What insider transaction did SEG's CFO report?

The Form 4 shows a 5,429-share withholding to pay taxes on vested restricted stock (Code F).

How many Seaport Entertainment shares were withheld?

Exactly 5,429 common shares were withheld on 01 Aug 2025.

What valuation price was used for the withheld shares?

The shares were valued at $22.48 per share for tax purposes.

How many SEG shares does the CFO now own?

After the transaction, the CFO directly owns 82,079 shares.

Does this Form 4 signal insider selling pressure at SEG?

No. Code F transactions are automatic tax withholdings, not discretionary sales.

Were any option or derivative positions affected?

No derivative securities were reported or altered in this filing.