Form 4: Clover Health CEO Andrew Toy Sells Shares for Tax Obligations
Insider Transaction Report
Clover Health CEO Andrew Toy disposed of 60,764 Class A Common Stock shares on January 15, 2026, to cover tax liabilities from RSU vesting.
Summary
- Andrew Toy, Chief Executive Officer and Director of Clover Health Investments, Corp. (CLOV), reported a disposition of Class A Common Stock.
- On January 15, 2026, Toy disposed of 60,764 shares of Class A Common Stock at a price of $2.81 per share.
- This transaction was an automatic withholding of shares to cover tax obligations related to the vesting of Restricted Stock Units (RSUs).
- The shares withheld represent tax obligations due to the vesting of 6.25% of the original RSUs granted to Toy on October 15, 2024.
- Following this transaction, Andrew Toy beneficially owns 9,508,725 shares of Class A Common Stock directly.
Sentiment
Score: 5
Explanation: The transaction is a routine tax withholding related to RSU vesting, which is a neutral event and does not indicate a change in management's outlook or company performance.
Future Outlook
The remaining Restricted Stock Units (RSUs) granted to Andrew Toy on October 15, 2024, are scheduled to vest quarterly in equal installments of 6.25%, with the final vesting date occurring on October 15, 2028, contingent upon his continued service to the company.
Industry Context
This filing details a routine insider transaction for tax purposes, common across all industries for executives receiving equity compensation. It does not provide specific insights into broader industry trends or competitive positioning.
Stakeholder Impact
- Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction for tax purposes, often pre-planned under Rule 10b5-1(c).
Next Steps
- Continued quarterly vesting of Andrew Toy's remaining Restricted Stock Units (RSUs) until October 15, 2028, subject to his continued service.
Key Dates
| Date | Description |
|---|---|
| 10/15/2024 | Original grant date of Restricted Stock Units (RSUs) to Andrew Toy. |
| 01/15/2026 | Date of transaction where shares were withheld for tax obligations due to RSU vesting. |
| 01/20/2026 | Signature date of the Form 4 filing. |
| 10/15/2028 | Final vesting date for the remaining Restricted Stock Units (RSUs). |
Keywords
Clover Health, CLOV, Andrew Toy, CEO, Form 4, Insider Transaction, Stock Sale, Tax Withholding, RSU Vesting, Beneficial Ownership
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