Form 4: Clover Health CEO's Future Stock Vesting and Tax Withholding Detailed in SEC Filing
Statement of Changes in Beneficial Ownership
Clover Health Investments Corp. CEO of Medicare Advantage, Jamie L. Reynoso, reported the future vesting of 217,523 restricted stock units and the simultaneous disposition of 85,596 shares for tax purposes, effective June 30, 2025.
Summary
- Jamie L. Reynoso, CEO of Medicare Advantage at Clover Health Investments, Corp. (CLOV), reported transactions related to company stock.
- On June 30, 2025, 217,523 shares of Class A Common Stock are scheduled to be acquired through the vesting and settlement of restricted stock units (RSUs).
- These RSUs represent the final one-third of a performance-based grant awarded on March 16, 2023.
- Concurrently, 85,596 shares of Class A Common Stock are scheduled to be disposed of at a price of $2.79 per share to cover tax obligations arising from the RSU vesting.
- Following these transactions, Jamie L. Reynoso will directly beneficially own 3,328,328 shares of Class A Common Stock.
Sentiment
Score: 7
Explanation: The vesting of restricted stock units is a positive indicator of performance achievement and executive retention, while the disposition for tax purposes is a standard, neutral event.
Positives
- The vesting of 217,523 restricted stock units indicates the achievement of performance conditions related to a grant from March 16, 2023, aligning executive incentives with company performance.
Negatives
- The disposition of 85,596 shares to cover tax obligations, while a standard procedure for RSU vesting, results in a reduction of direct shareholding.
Risks
- NA
Future Outlook
The report details future transactions, specifically the vesting and settlement of restricted stock units and the associated tax withholding, scheduled for June 30, 2025.
Management Comments
- NA
Industry Context
This Form 4 details a routine executive compensation event (RSU vesting and tax withholding) for a healthcare technology company operating in the Medicare Advantage sector. Such transactions are common across industries for executives receiving equity compensation.
Comparison to Industry Standards
- NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
Legal Proceedings
- NA
Related Party Transactions
- NA
Stakeholder Impact
- Shareholders: The vesting of RSUs for an executive aligns management's interests with shareholder value, as it is tied to performance. The disposition for taxes is a routine event and does not indicate a lack of confidence.
Next Steps
- NA
Key Dates
| Date | Description |
|---|---|
| March 16, 2023 | Date of the performance-based restricted share unit grant. |
| June 30, 2025 | Scheduled date for the vesting and settlement of restricted stock units and the associated disposition of shares for tax obligations. |
| July 2, 2025 | Date the Form 4 was signed and filed. |
Keywords
Clover Health Investments, CLOV, Jamie L. Reynoso, SEC Form 4, insider transaction, restricted stock units, RSU vesting, stock disposition, tax withholding, executive compensation, beneficial ownership
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