Form 4: Clover Health CEO Sells Shares for Tax Obligations

Clover Health CEO Andrew Toy disposed of 267,958 Class A Common Stock shares on January 1, 2026, to cover tax liabilities from RSU vesting.

Summary

• Andrew Toy, Chief Executive Officer and Director of Clover Health Investments, Corp. (CLOV), reported a disposition of Class A Common Stock.
• On January 1, 2026, Toy disposed of 267,958 shares of Class A Common Stock.
• The transaction was coded 'F', indicating shares were automatically withheld to cover tax obligations.
• The shares were withheld due to the vesting of 6.25% of the original restricted stock units (RSUs) granted on January 1, 2023.
• The price per share for the disposition was $2.35.
• Following this transaction, Andrew Toy beneficially owns 9,569,489 shares of Class A Common Stock directly.
• Remaining RSUs will vest quarterly in equal installments of 6.25%, with the final vesting date on January 1, 2027, contingent on continued service.

Sentiment

Score: 5

Explanation: The filing reports a routine, non-discretionary transaction (tax withholding upon RSU vesting). It provides no new information regarding company performance, strategy, or financial health, thus having a neutral sentiment impact.

Future Outlook

The remaining Restricted Stock Units (RSUs) granted to Andrew Toy will continue to vest quarterly in equal installments of 6.25% until the final vesting date of January 1, 2027, contingent on his continued service to the company.

Industry Context

This filing is a routine insider transaction report (Form 4) detailing the automatic withholding of shares to cover tax obligations upon the vesting of restricted stock units (RSUs). Such transactions are common across all publicly traded companies when executives' equity awards vest and are not indicative of broader industry trends or competitive positioning.

Comparison to Industry Standards

• This is a standard tax-related disposition of shares upon RSU vesting, a common practice for executives across various industries.
• The mechanism of withholding shares for tax purposes is a widely accepted and routine method for managing equity compensation and does not provide specific company or project results for direct comparison to industry benchmarks.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine, non-discretionary transaction for tax purposes, not a discretionary sale by the CEO. It slightly increases the public float but is unlikely to significantly affect share price.
• Employees: No direct impact mentioned.
• Customers: No direct impact mentioned.
• Suppliers: No direct impact mentioned.
• Creditors: No direct impact mentioned.

Next Steps

• Remaining Restricted Stock Units (RSUs) will vest quarterly in equal installments of 6.25% until January 1, 2027, subject to Andrew Toy's continued service.

Key Dates

Keywords

Clover Health, CLOV, Andrew Toy, Form 4, RSU vesting, tax withholding, insider transaction, Class A Common Stock, CEO