Form 4: Clover Health CEO's Tax-Related Stock Sale Following RSU Vesting
Insider Transaction Report
Clover Health Investments Corp. CEO Conrad Wai disposed of 98,411 Class A Common Stock shares on June 14, 2025, to cover tax obligations related to the vesting of restricted stock units.
Summary
- Conrad Wai, CEO of Counterpart Health and an officer of Clover Health Investments, Corp. (CLOV), filed a Form 4.
- On June 14, 2025, Mr. Wai disposed of 98,411 shares of Class A Common Stock at a price of $2.89 per share.
- This disposition was a 'F' transaction code, indicating shares were automatically withheld to cover tax obligations.
- The shares were withheld upon the vesting of 6.25% of time-based restricted stock units (RSUs) originally granted to Mr. Wai on March 14, 2022.
- Following this transaction, Mr. Wai beneficially owns 3,138,535 shares of Class A Common Stock.
- The remaining RSUs are scheduled to vest quarterly in equal installments of 6.25%, with the final vesting date occurring on March 14, 2026, subject to Mr. Wai's continued service.
Sentiment
Score: 5
Explanation: The document reports a routine insider transaction (tax withholding upon RSU vesting) which is a standard part of executive compensation and does not indicate a significant positive or negative operational or financial event for the company.
Positives
- Vesting of restricted stock units (RSUs) for CEO Conrad Wai, indicating the realization of a portion of his equity compensation.
Negatives
- A disposition of 98,411 shares by a key executive, although for tax purposes, results in a reduction of their direct ownership.
Risks
- NA
Future Outlook
Remaining restricted stock units (RSUs) are scheduled to vest quarterly in equal installments of 6.25%, with the final vesting occurring on March 14, 2026, contingent on the reporting person's continued service.
Industry Context
This filing is a standard disclosure of an insider transaction, common across all publicly traded companies, reflecting executive compensation practices involving restricted stock units and subsequent tax withholdings upon vesting.
Comparison to Industry Standards
- NA
Management Changes
| Role | Previous Person | New Person | Effective Date | Reason |
|---|---|---|---|---|
| NA | NA | NA | NA | NA |
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| NA | NA | NA | NA |
Legal Proceedings
- NA
Related Party Transactions
- NA
Stakeholder Impact
- Shareholders: A slight reduction in direct insider ownership due to tax withholding, which is a common and expected part of equity compensation.
- Employees: No direct impact beyond the executive involved.
Next Steps
- Quarterly vesting of remaining restricted stock units (RSUs) in 6.25% installments.
- Final RSU vesting on March 14, 2026, subject to continued service.
Key Dates
| Date | Description |
|---|---|
| 03/14/2022 | Original grant date of time-based restricted stock units (RSUs) to Conrad Wai. |
| 06/14/2025 | Date of transaction, representing the vesting of RSUs and subsequent tax withholding. |
| 06/17/2025 | Date the Form 4 was signed and filed. |
| 03/14/2026 | Final vesting date for the remaining restricted stock units (RSUs). |
Keywords
Clover Health, CLOV, Form 4, insider transaction, stock sale, RSU vesting, executive compensation, Conrad Wai
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