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

Rhea-AI Filing Summary

Clover Health Investments (CLOV) – Form 4 insider filing: CEO and Director Andrew Toy reported an automatic share disposition on 07/01/2025 related to the vesting of previously granted RSUs. A total of 308,950 Class A common shares were withheld to satisfy tax obligations (transaction code “F”) at a reference price of $2.75. Following the withholding, Toy’s direct beneficial ownership stands at 10,560,047 shares. The RSU award, originally granted on 01/01/2023 and reported on 01/04/2023, vests quarterly in equal 6.25% installments through 01/01/2027, contingent upon continued service.

The filing reflects a routine, non-open-market administrative transaction rather than an elective sale, and does not indicate a change in Toy’s long-term ownership intent. No derivative securities or additional open-market trades were reported.

Positive

• CEO retains a significant ownership stake of 10.56 million shares, supporting management–shareholder alignment.

Negative

• 308,950 shares were removed from the CEO’s beneficial ownership, which some investors may initially view as insider selling even though it is tax-related.

Insights

Securities Analyst

TL;DR: Routine tax-withholding; CEO still holds 10.56 M shares—neutral signal.

The Form 4 discloses an administrative disposition (code F) of 308,950 shares to cover payroll taxes from quarterly RSU vesting. Such transactions are non-discretionary and do not involve open-market selling, limiting any negative interpretation. Toy’s remaining stake is sizeable, implying continued alignment with shareholders. No new share grants, option exercises, or open-market purchases/sales were reported, and there is no immediate balance-sheet or dilution impact because the shares are withheld and typically retired by the company. Overall impact to valuation or sentiment is minimal.

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 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)

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2025

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	07/01/2025		F		308,950(1)	D	$2.75	10,560,047	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 on July 1, 2025, due to the vesting of 6.25% of the original number of restricted stock units (RSUs) granted to the Reporting Person on January 1, 2023, and timely reported on a Form 4 filed on January 4, 2023. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on January 1, 2027, 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	07/03/2025
	** 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 Clover Health's Form 4 report about CEO Andrew Toy?

308,950 shares were automatically withheld on 07/01/2025 to cover taxes on vested RSUs; Toy now owns 10,560,047 shares.

Was the transaction an open-market sale of CLOV shares?

No. Transaction code “F” indicates shares were withheld by the issuer for tax purposes, not sold on the open market.

How many Clover Health shares does the CEO hold after the transaction?

After the withholding, Andrew Toy directly holds 10,560,047 Class A common shares.

What is the vesting schedule for the CEO's RSUs?

The RSUs vest quarterly in 6.25% increments, with the final vesting date on 01/01/2027, subject to continued service.

Does this Form 4 filing materially affect Clover Health’s share count?

The withheld shares are generally retired by the company, so there is no material dilution or cash impact indicated.