Form 4: Clover Health CEO's Tax-Related Stock Withholding
Insider Transaction Report
Clover Health Investments' CEO of Home Care, Brady Priest, had 82,778 shares withheld for tax obligations following an RSU vesting event.
Summary
- Brady Patrick Priest, CEO of Home Care at Clover Health Investments, Corp. (CLOV), reported a transaction involving Class A Common Stock.
- On October 15, 2025, 82,778 shares of Class A Common Stock were automatically withheld to cover tax obligations.
- This withholding was due to the vesting of 25% of the restricted stock units (RSUs) originally granted to Mr. Priest on October 15, 2024.
- The shares were valued at $2.8 per share for the purpose of this tax withholding.
- Following this transaction, Mr. Priest beneficially owns 2,388,579 shares of Class A Common Stock directly.
- The remaining RSUs are scheduled to vest quarterly in equal installments of 6.25%, with the final vesting date on October 15, 2028, contingent on Mr. Priest's continued service.
Sentiment
Score: 5
Explanation: The filing reports a routine, pre-scheduled insider transaction related to executive compensation and tax withholding, which is generally considered neutral in terms of market sentiment.
Positives
- The vesting of restricted stock units (RSUs) for Brady Priest, CEO of Home Care, indicates earned compensation as part of his employment agreement.
Future Outlook
The remaining restricted stock units are scheduled to vest quarterly in equal installments of 6.25% until October 15, 2028, subject to the reporting person's continued service.
Industry Context
This is a routine insider transaction related to executive compensation and does not directly reflect broader industry trends or competitive positioning. It is a standard practice for executives to have shares withheld to cover tax liabilities upon the vesting of equity awards.
Stakeholder Impact
- Shareholders: This is a routine, non-discretionary transaction and is unlikely to have a significant direct impact on shareholders.
- Employees: The vesting of RSUs is a common form of executive compensation, aligning executive interests with company performance.
Next Steps
- Continued quarterly vesting of remaining restricted stock units (RSUs) in 6.25% installments until October 15, 2028.
Key Dates
| Date | Description |
|---|---|
| 10/15/2024 | Original grant date of restricted stock units (RSUs) to Brady Priest. |
| 10/17/2024 | Date the original Form 4 was filed reporting the RSU grant. |
| 10/15/2025 | Date of earliest transaction; 25% of RSUs vested, and shares were withheld for tax obligations. |
| 10/17/2025 | Signature date of this Form 4 filing. |
| 10/15/2028 | Final vesting date for the remaining restricted stock units. |
Keywords
Clover Health, CLOV, Form 4, RSU vesting, stock withholding, executive compensation, insider transaction, Brady Priest
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