Form 4: Clover Health CEO Sells Shares, Tax Withholding on RSU Vesting

Clover Health's CEO of Medicare Advantage, Jamie L. Reynoso, reported the sale of 4,597 shares and the withholding of 14,732 shares for tax obligations related to RSU vesting.

Summary

• Jamie L. Reynoso, CEO of Medicare Advantage at Clover Health Investments, Corp., reported two transactions involving Class A Common Stock.
• On January 15, 2026, 14,732 shares were automatically withheld at a price of $2.81 per share to cover tax obligations arising from the vesting of restricted stock units (RSUs).
• This tax withholding was due to the vesting of 6.25% of the original RSUs granted on October 15, 2024.
• 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 continued service.
• On January 20, 2026, Reynoso sold 4,597 shares of Class A Common Stock at a weighted average price of $2.58 per share.
• The sale was executed pursuant to a Rule 10b5-1 trading plan adopted by Reynoso on March 13, 2025.
• The shares sold on January 20, 2026, were transacted at prices ranging from $2.47 to $2.63.
• Following these transactions, Reynoso beneficially owns 2,737,700 shares of Class A Common Stock directly.

Sentiment

Score: 5

Explanation: The filing details routine insider transactions (tax withholding on RSU vesting and a pre-planned sale under a Rule 10b5-1 plan) which are neutral events and do not significantly alter the company's fundamental outlook or provide new insights into its operational performance.

Negatives

• An insider, Jamie L. Reynoso, disposed of 4,597 shares of Class A Common Stock through a sale on January 20, 2026, at a weighted average price of $2.58 per share.

Future Outlook

The filing indicates future RSU vesting events for Jamie L. Reynoso, with quarterly installments of 6.25% of the original grant continuing until October 15, 2028, subject to continued service.

Industry Context

This filing is a routine insider transaction report and does not contain information directly related to broader industry trends or competitive landscape within the healthcare or Medicare Advantage sectors.

Stakeholder Impact

• Shareholders may note the disposition of shares by a key executive, although the sale was pre-planned under a 10b5-1 plan and the tax withholding is a standard compensation event.
• Employees (specifically Jamie L. Reynoso) are impacted by the vesting of their equity compensation and associated tax obligations.

Next Steps

• Continued quarterly vesting of Jamie L. Reynoso's restricted stock units (RSUs) in 6.25% installments until October 15, 2028.

Key Dates

Recommendation

The filing details routine insider transactions, specifically tax withholding related to RSU vesting and a pre-planned sale under a Rule 10b5-1 plan. These transactions do not provide new fundamental information about Clover Health's operational performance or strategic direction, thus a 'hold' recommendation remains appropriate based solely on this filing.

Keywords

Clover Health, CLOV, Form 4, Insider Trading, Stock Sale, RSU Vesting, Jamie L. Reynoso, Medicare Advantage, 10b5-1 plan