Form 4: Clover Health CEO's Tax Withholding on RSU Vesting

Clover Health CEO Conrad Wai reported a tax withholding of 25,868 shares of Class A Common Stock at $2.81 per share due to RSU vesting.

Summary

• Conrad Wai, CEO of Counterpart Health and an officer of Clover Health Investments, Corp. (CLOV), reported a transaction on January 15, 2026.
• The transaction involved the disposition of 25,868 shares of Class A Common Stock at a price of $2.81 per share.
• These shares were automatically withheld to cover tax obligations arising from the vesting of 6.25% of the original restricted stock units (RSUs) granted to Mr. Wai on October 15, 2024.
• Following this transaction, Conrad Wai directly beneficially owns 1,025,806 shares of Class A Common Stock.
• Additionally, 1,610,482 shares are indirectly beneficially owned through a trust for the benefit of his family, where he serves as a co-trustee.
• The remaining RSUs are scheduled to vest quarterly in equal installments of 6.25% until the final vesting date of October 15, 2028, contingent on Mr. Wai's continued service.

Sentiment

Score: 6

Explanation: The sentiment is neutral to slightly positive. While a disposition of shares occurred, it was a non-discretionary tax withholding event tied to the vesting of RSUs, which is a positive for the executive's compensation and aligns interests. It does not indicate a negative outlook on the company by the insider.

Positives

• The vesting of restricted stock units (RSUs) represents a form of compensation for the CEO, aligning his interests with shareholder value.
• The transaction is a routine tax withholding event, indicating the successful vesting of previously granted equity awards.

Future Outlook

The remaining restricted stock units (RSUs) granted to Conrad Wai are scheduled to vest quarterly in equal installments of 6.25% until October 15, 2028, subject to his continued service to the company.

Industry Context

This Form 4 filing details a routine insider transaction related to executive compensation, which is a common practice across publicly traded companies in various industries, including healthcare technology.

Comparison to Industry Standards

• The use of restricted stock units (RSUs) as a component of executive compensation, with a vesting schedule and tax withholding upon vesting, is a standard practice in publicly traded companies, comparable to compensation structures at peers in the healthcare and technology sectors.
• The disclosure of such transactions via Form 4 is a regulatory requirement for insiders, consistent with transparency standards across global markets.

Related Party Transactions

• 1,610,482 shares are indirectly beneficially owned by Conrad Wai through a trust established for the benefit of his family, of which he is a co-trustee. This is a standard disclosure for beneficial ownership.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary insider transaction related to executive compensation, not a discretionary sale indicating a change in sentiment.
• Employees: No direct impact mentioned.

Next Steps

• Future quarterly vesting of remaining restricted stock units (RSUs) for Conrad Wai, with the final vesting date on October 15, 2028.

Key Dates

Keywords

Clover Health, CLOV, Conrad Wai, Form 4, SEC filing, RSU vesting, stock transaction, insider transaction, tax withholding, equity compensation