What was the per-share price reported for the withholding transaction?

The Form reports a per-share price of $2.18 associated with the withholding.

CLOV CEO Andrew Toy reports RSU tax withholding; vesting continues through 2026

Q: What did CLOV Form 4 filed for Andrew Toy report?

The Form 4 reports that on 08/08/2025 85,535 Class A shares were withheld to cover taxes upon vesting of 6.25% of RSUs granted on 08/08/2022 .

Q: What is the RSU vesting schedule referenced in the filing?

The filing states the RSUs vest quarterly in equal 6.25% installments, with a final vesting date of 08/08/2026 , subject to continued service.

Q: What roles does the reporting person hold at Clover Health?

The filing identifies Andrew Toy as a Director and as an Officer with the title Chief Executive Officer .

Q: What does transaction code 'F' mean on this Form 4?

On this Form 4, transaction code ' F ' is used to record shares that were withheld to satisfy tax withholding obligations upon RSU vesting.

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

Andrew Toy, who serves as both a Director and the Chief Executive Officer of Clover Health Investments (CLOV), reported that on 08/08/2025 85,535 shares of Class A common stock were automatically withheld to satisfy tax obligations when 6.25% of time-based restricted stock units (RSUs) granted on 08/08/2022 vested. The form reports a per-share price of $2.18 for the transaction. After the withholding, Mr. Toy directly beneficially owns 10,474,512 shares. The remaining RSUs continue to vest quarterly in equal 6.25% installments, with a final vesting date of 08/08/2026, subject to his continued service.

Positive

Substantial retained ownership: Reporting person directly beneficially owns 10,474,512 shares after the transaction
Continued retention alignment: Remaining RSUs vest quarterly with a final vesting date of 08/08/2026

Negative

Shares withheld for taxes: 85,535 Class A shares were withheld upon RSU vesting, reducing immediately tradable shares
Transaction coded 'F': The form lists transaction code 'F', indicating a withholding disposition rather than a purchase or sale

Insights

TL;DR: Routine RSU tax withholding; reported ownership remains substantial at 10,474,512 shares.

The Form 4 shows a tax-withholding disposition of 85,535 Class A shares upon vesting of 6.25% of the RSUs granted on 08/08/2022. The reported per-share price for the withholding event is $2.18. Following the transaction, the reporting person holds 10,474,512 shares directly. This disclosure is a routine executive compensation event and documents the remaining vesting schedule through 08/08/2026.

TL;DR: Standard payroll-tax withholding on vested RSUs; vesting remains tied to continued service through 2026.

The filing identifies Andrew Toy as both a Director and the CEO and records an automatic withholding of 85,535 shares to cover taxes upon RSU vesting. The form indicates the RSUs vest in equal quarterly installments with a final vest date of 08/08/2026, reinforcing retention conditions linked to continued service. The transaction is recorded under transaction code 'F' consistent with tax withholding on vesting.

Insider Trade Summary

Net Seller: 85,535 shares

Net Sell 1 txn

Insider Toy Andrew

Role Chief Executive Officer

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	85,535	$2.18	$186K

Holdings After Transaction: Class A Common Stock — 10,474,512 shares (Direct)

Footnotes (1)

F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations upon the vesting, on August 8, 2025, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2022, and timely reported on a Form 4 filed on August 10, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on August 8, 2026, subject to the continued service of the Reporting Person on each such vesting date.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 08/12/2025 - 04:47 PM

FAQ

What did CLOV Form 4 filed for Andrew Toy report?

The Form 4 reports that on 08/08/2025 85,535 Class A shares were withheld to cover taxes upon vesting of 6.25% of RSUs granted on 08/08/2022.

How many CLOV shares does Andrew Toy beneficially own after the transaction?

After the withholding, the Form shows Mr. Toy directly beneficially owns 10,474,512 shares.

What is the RSU vesting schedule referenced in the filing?

The filing states the RSUs vest quarterly in equal 6.25% installments, with a final vesting date of 08/08/2026, subject to continued service.

What roles does the reporting person hold at Clover Health?

The filing identifies Andrew Toy as a Director and as an Officer with the title Chief Executive Officer.

What does transaction code 'F' mean on this Form 4?

On this Form 4, transaction code 'F' is used to record shares that were withheld to satisfy tax withholding obligations upon RSU vesting.

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^*

Toy Andrew

(Last)

(First)

(Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

NOT APPLICABLE

(Street)

WILMINGTON

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)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/08/2025

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	08/08/2025		F		85,535⁽¹⁾	D	$2.18	10,474,512	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations upon the vesting, on August 8, 2025, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on August 8, 2022, and timely reported on a Form 4 filed on August 10, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on August 8, 2026, subject to the continued service of the Reporting Person on each such vesting date.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Andrew Toy	08/12/2025
	** 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.

Source: View Original Filing on SEC EDGAR