Form 4: Clover Health CEO's Tax-Related Stock Disposition
Insider Transaction Report
Clover Health Investments Corp. CEO Conrad Wai reported a disposition of 27,930 Class A Common Stock shares to cover tax obligations related to RSU vesting.
Summary
- Conrad Wai, CEO of Counterpart Health and an officer of Clover Health Investments, Corp. (CLOV), reported a transaction on July 31, 2025.
- The transaction involved the disposition of 27,930 shares of Class A Common Stock at a price of $2.89 per share.
- These shares were automatically withheld to cover tax obligations upon the vesting of 12.5% of time-based restricted stock units (RSUs) originally granted on October 31, 2023.
- Following this transaction, Conrad Wai directly beneficially owns 1,671,837 shares and indirectly owns 1,403,701 shares through a family trust.
Sentiment
Score: 5
Explanation: The transaction is a routine tax-related disposition of shares upon RSU vesting, which is a neutral event and does not indicate positive or negative sentiment regarding the company's performance or outlook.
Future Outlook
Remaining restricted stock units (RSUs) are scheduled for a final vesting on October 31, 2025, contingent on the reporting person's continued service.
Industry Context
This Form 4 filing is a routine disclosure of an insider stock transaction, specifically a tax-related disposition upon RSU vesting. Such transactions are common across all industries for executives receiving equity compensation and do not typically reflect a change in company strategy or performance, but rather the mechanics of compensation plans.
Stakeholder Impact
- Shareholders: The transaction represents a minor dilution due to shares being withheld for tax purposes, a common occurrence with equity compensation vesting. It does not signal a change in company fundamentals or strategy.
Next Steps
- Final vesting of remaining restricted stock units (RSUs) for Conrad Wai on October 31, 2025, subject to continued service.
Key Dates
| Date | Description |
|---|---|
| 10/31/2023 | Original grant date of time-based restricted stock units (RSUs) to Conrad Wai. |
| 07/31/2025 | Vesting date for 12.5% of RSUs and date of stock disposition for tax obligations. |
| 08/04/2025 | Date the Form 4 was filed. |
| 10/31/2025 | Final vesting date for remaining RSUs, subject to continued service. |
Keywords
Clover Health, CLOV, Conrad Wai, SEC Form 4, Insider Transaction, Stock Vesting, RSU, Tax Withholding, Beneficial Ownership
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