Form 4: Clover Health CEO Sells Shares for Tax Obligations

Clover Health CEO Conrad Wai disposed of 92,181 Class A Common Stock shares at $2.8 each to cover tax obligations related to RSU vesting.

Summary

• Conrad Wai, CEO of Counterpart Health and an officer of Clover Health Investments, Corp., reported a transaction on October 15, 2025.
• 92,181 shares of Class A Common Stock were disposed of at a price of $2.8 per share.
• This disposition was due to automatic withholding to cover tax obligations upon the vesting of 25% of his restricted stock units (RSUs).
• The original RSU grant occurred on October 15, 2024, and was previously reported on a Form 4 filed on October 17, 2024.
• Following this transaction, Conrad Wai directly owns 1,274,463 Class A Common Stock shares and indirectly owns 1,610,482 shares through a family trust.
• The remaining RSUs will vest quarterly in equal installments of 6.25% until the final vesting date of October 15, 2028, contingent on his continued service.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction involving the disposition of shares for tax withholding upon RSU vesting, which is a neutral event with no direct positive or negative implications for the company's operational or financial performance.

Future Outlook

Remaining restricted stock units (RSUs) are scheduled to vest quarterly in equal installments of 6.25% until October 15, 2028, subject to Conrad Wai's continued service.

Industry Context

This filing details a routine insider transaction, specifically the disposition of shares by an executive to cover tax obligations upon the vesting of restricted stock units. This is a common practice in executive compensation across various industries and does not indicate any specific industry-wide trends or competitive shifts.

Comparison to Industry Standards

• The tax withholding upon RSU vesting is a standard and widely accepted practice for executive compensation in publicly traded companies, aligning with typical industry benchmarks for managing equity awards.

Related Party Transactions

• 1,610,482 shares are held indirectly in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.

Stakeholder Impact

• Shareholders: Minimal impact as this is a routine, non-discretionary transaction for tax purposes and does not reflect a change in the executive's investment thesis or company fundamentals.

Next Steps

• Remaining restricted stock units (RSUs) are scheduled to vest quarterly in 6.25% installments until October 15, 2028, contingent on continued service.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary sale of shares by an executive to cover tax obligations upon RSU vesting. It does not provide new information regarding the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. The transaction is a standard part of executive compensation and tax planning.

Keywords

Clover Health, CLOV, Conrad Wai, Form 4, RSU vesting, stock sale, insider transaction, executive compensation, tax withholding