4/A: Clover Health CEO Amends RSU Tax Withholding Disclosure
Insider Transaction Amendment
Clover Health's CEO, Jamie L. Reynoso, filed an amended Form 4 to correct the reported number of shares withheld for tax obligations related to RSU vesting.
Summary
- This Form 4/A amends a previous filing from January 3, 2024, to correct the total number of restricted stock units (RSUs) received by Jamie L. Reynoso.
- The amendment specifically clarifies the number of Class A Common Stock shares automatically withheld to cover tax obligations upon RSU vesting.
- On June 30, 2025, 85,596 shares of Class A Common Stock were disposed of (withheld for tax) at a price of $2.79 per share.
- This transaction corresponds to the vesting of the final one-third of performance-based RSUs, which were originally granted on March 16, 2023.
- Following this reported transaction, Jamie L. Reynoso directly holds 2,887,905 shares of Class A Common Stock.
Sentiment
Score: 5
Explanation: The filing is an administrative amendment correcting a previous disclosure regarding routine tax withholding on RSU vesting, which has no direct positive or negative operational or financial implications for the company.
Future Outlook
This administrative filing does not contain any forward-looking statements or guidance regarding the company's future performance or strategic outlook.
Industry Context
This filing is an administrative amendment related to an insider transaction for an executive at Clover Health, a company operating in the Medicare Advantage sector. It does not provide information directly related to broader industry trends or competitive positioning.
Stakeholder Impact
- Shareholders: Provides clarification on an executive's shareholdings and RSU vesting, ensuring accurate public record of insider transactions.
Key Dates
| Date | Description |
|---|---|
| 03/16/2023 | Performance-based restricted share unit grant awarded. |
| 09/07/2023 | One-third of the earned restricted stock units vested. |
| 01/03/2024 | Original Form 4/A referenced in footnote 1 was filed. |
| 06/30/2024 | One-third of the earned restricted stock units vested. |
| 06/30/2025 | Remaining one-third of earned restricted stock units vested; 85,596 shares withheld for tax obligations. |
| 07/02/2025 | Date of original Form 4/A being amended. |
| 09/16/2025 | Signature date of the current Form 4/A. |
Recommendation
holdThis filing is an administrative amendment correcting a previous disclosure regarding routine tax withholding on RSU vesting for an executive. It does not provide new information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as it maintains the current stance without new catalysts.
Keywords
Clover Health, CLOV, Form 4/A, SEC filing, RSU, restricted stock units, tax withholding, insider transaction, Jamie L. Reynoso, CEO, Medicare Advantage
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