CLOV Form 4: Soares Withholds 7,459 Shares on RSU Vesting

Karen M. Soares, General Counsel & Secretary of Clover Health Investments, Corp. (CLOV), reported a routine withholding of vested restricted stock units on August 14, 2025.

Rhea-AI Filing Summary

Karen M. Soares, General Counsel & Secretary of Clover Health Investments, Corp. (CLOV), reported a routine withholding of vested restricted stock units on August 14, 2025. The Form 4 shows 7,459 shares of Class A common stock were disposed of at an implicit withholding price of $2.57 per share to cover tax obligations tied to the vesting of 6.25% of RSUs originally granted on February 14, 2022. After this withholding, the Reporting Person beneficially owns 1,469,487 shares of Class A common stock.

The filing explains the RSU schedule: the 6.25% portion vested on August 14, 2025, with the remaining time‑based RSUs vesting in equal quarterly installments of 6.25% and a final vesting date of February 14, 2026, contingent on continued service. The Form 4 was signed by an attorney‑in‑fact on behalf of Ms. Soares on August 18, 2025.

Positive

• Substantial retained ownership: Reporting Person retains 1,469,487 Class A shares after the withholding, indicating continued insider alignment.
• Clear vesting schedule disclosed: Remaining RSUs vest quarterly with a final vesting date of February 14, 2026, providing transparency on future potential insider holdings.

Negative

• Reduction in beneficial ownership: 7,459 Class A shares were disposed via withholding to cover taxes upon RSU vesting.

Insights

Financial Analyst

TL;DR: Routine tax‑withholding sale on RSU vesting; substantial retained stake remains, so minimal market impact.

The reported disposal of 7,459 shares at $2.57 per share reflects automatic withholding to satisfy tax obligations upon vesting of a scheduled tranche of time‑based RSUs. This transaction is administrative, not an opportunistic open‑market sale, and the Reporting Person continues to hold 1,469,487 Class A shares, which is materially larger than the withheld amount. For investors, this indicates continued insider alignment with the company through ongoing equity holdings while complying with tax mechanics tied to compensation.

Corporate Governance Expert

TL;DR: Disclosure is standard and compliant; vesting schedule and withholding are clearly documented.

The Form 4 provides the required details: transaction date, amount withheld, withholding price, and an explicit explanation that the shares were withheld to cover taxes upon vesting of RSUs granted in February 2022. The filing also states the remaining vesting timeline through February 14, 2026. The presence of attorney‑in‑fact signature indicates proper execution. This is a routine insider compensation event with no indication of governance concern from the facts reported.

Insider Trade Summary

Exercise Price or Tax Liability: 7,459 shares

Exercise Price or Tax Liability 1 txn

Insider Soares Karen

Role General Counsel & Secretary

Type	Security	Shares	Price	Value
Exercise Price or Tax Liability	Class A Common Stock	7,459	$2.57	$19K

Holdings After Transaction: Class A Common Stock — 1,469,487 shares (Direct)

Footnotes (1)

1. F1. Represents shares of Class A Common Stock that were automatically withheld to cover tax obligations upon the vesting, on August 14, 2025, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on February 14, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on February 14, 2026, subject to the continued service of the Reporting Person on each such vesting date.

FAQ

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

What transaction did Karen M. Soares report on Form 4 for CLOV?

The Form 4 reports that 7,459 Class A shares were disposed of on 08/14/2025 via automatic withholding to cover taxes upon RSU vesting.

How many CLOV shares does the Reporting Person beneficially own after the transaction?

After the reported withholding, the Reporting Person beneficially owns 1,469,487 Class A common shares.

Why were the 7,459 CLOV shares disposed of?

The shares were automatically withheld to satisfy tax obligations when 6.25% of the original time‑based RSUs granted on 02/14/2022 vested on 08/14/2025.

What is the remaining RSU vesting schedule disclosed in the filing?

The filing states remaining RSUs vest in equal quarterly installments of 6.25% each, with a final vesting date of 02/14/2026, subject to continued service.

Who signed the Form 4 on behalf of the Reporting Person?

The Form 4 was signed by Peter J. Rivas as attorney‑in‑fact for Karen M. Soares on 08/18/2025.

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

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Accepted by SEC EDGAR 08/18/2025 - 05:31 PM 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^*

Soares Karen

(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)
	General Counsel & Secretary

3. Date of Earliest Transaction (Month/Day/Year)
08/14/2025

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	08/14/2025		F		7,459(1)	D	$2.57	1,469,487	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 August 14, 2025, of 6.25% of the original number of time-based restricted stock units ("RSUs") granted to the Reporting Person on February 14, 2022. The remaining RSUs vest quarterly in equal installments of 6.25%, with a final vesting date occurring on February 14, 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 Karen M. Soares	08/18/2025
	** 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.