Form 4: Clover Health CEO's RSU Tax Withholding
Statement of Changes in Beneficial Ownership
Clover Health's CEO of Medicare Advantage, Jamie L. Reynoso, reported the disposition of shares to cover tax obligations upon the vesting of restricted stock units.
Summary
- Jamie L. Reynoso, CEO, Medicare Advantage of Clover Health Investments, Corp. (CLOV), reported transactions on October 31, 2025.
- The transactions involved the disposition of Class A Common Stock to cover tax obligations related to the vesting of performance-based restricted stock units (RSUs).
- A total of 101,917 shares were withheld at a price of $3.53 per share due to the vesting of the final 50% of earned performance-based RSUs.
- An additional 29,513 shares were withheld at a price of $3.53 per share due to the vesting of the final 12.5% of RSUs granted on October 31, 2023.
- Following these transactions, Reynoso beneficially owns 2,823,796 shares of Class A Common Stock.
Sentiment
Score: 5
Explanation: The filing reports a routine, non-discretionary transaction related to executive compensation (tax withholding upon RSU vesting). It is neutral in terms of market sentiment as it does not indicate a discretionary sale or new strategic development.
Positives
- The vesting of restricted stock units indicates the achievement of performance conditions, which is generally positive for the company and executive compensation.
- The executive continues to hold a significant number of shares (2,823,796), indicating continued alignment with shareholder interests.
Future Outlook
No specific forward-looking statements or guidance are provided in this Form 4 filing, which primarily reports past transactions.
Industry Context
This Form 4 filing reports a routine insider transaction related to executive compensation and tax obligations. It does not provide information that directly relates to broader industry trends or competitive positioning.
Comparison to Industry Standards
- The practice of withholding shares to cover tax obligations upon RSU vesting is a standard and common practice for executive compensation across various industries, including healthcare technology and insurance.
- This mechanism ensures compliance with tax laws while providing executives with equity compensation.
Related Party Transactions
- The transaction involves executive compensation (RSU vesting), which is a form of related-party transaction, but it is a standard, pre-arranged compensation event rather than a new, unusual dealing.
Stakeholder Impact
- Shareholders: Minimal direct impact. The transaction is a routine part of executive compensation and does not reflect a discretionary sale by the insider.
Key Dates
| Date | Description |
|---|---|
| 10/31/2023 | Date of performance-based restricted share unit grant to Jamie L. Reynoso. |
| 09/13/2024 | One-half of earned restricted stock units vested and were settled. |
| 10/31/2025 | Date of transaction for share disposition due to RSU vesting; remaining one-half of restricted stock units vested. |
| 11/04/2025 | Date the Form 4 was signed and filed. |
Keywords
Clover Health, CLOV, Form 4, Insider Transaction, Jamie L. Reynoso, Restricted Stock Units, RSU Vesting, Tax Withholding, Executive Compensation, Beneficial Ownership
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