Form 4: Clover Health CEO Wai Reports RSU Vesting, Tax Withholding

Clover Health CEO Conrad Wai reported the disposal of Class A Common Stock to cover tax obligations related to the vesting of restricted stock units.

Summary

• Conrad Wai, CEO of Counterpart Health and an officer of Clover Health Investments, Corp. (CLOV), reported transactions on October 31, 2025.
• Wai disposed of 96,448 shares of Class A Common Stock at a price of $3.53 per share.
• An additional 27,930 shares of Class A Common Stock were disposed of at $3.53 per share.
• These disposals were for the automatic withholding of shares to cover tax obligations due to the vesting of restricted stock units (RSUs).
• The first disposal related to the vesting of the final 50% of earned performance-based RSUs, granted on October 31, 2023.
• The second disposal related to the vesting of the final 12.5% of other RSUs granted to Wai on October 31, 2025.
• Following these transactions, Wai directly beneficially owns 1,150,085 shares of Class A Common Stock.
• Wai also indirectly beneficially owns 1,610,482 shares held in a trust for his family, where he is a co-trustee.

Sentiment

Score: 5

Explanation: Neutral. This is a routine insider transaction for tax purposes related to the vesting of restricted stock units, which is a common compensation event and does not inherently indicate positive or negative operational performance or strategic shifts.

Positives

• The vesting of performance-based restricted stock units implies that the underlying performance conditions set for the grant were met, indicating successful achievement of specific company targets.

Negatives

• The disposal of 124,378 shares, even for tax purposes, reduces the direct beneficial ownership of a key executive in the company.

Future Outlook

The filing details past and current vesting events for restricted stock units but does not provide any forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing is a routine disclosure of an insider transaction related to executive compensation. It reflects standard practices for equity-based compensation, where shares are withheld to cover tax liabilities upon the vesting of restricted stock units. This type of transaction is common across publicly traded companies that utilize RSUs as part of their executive compensation packages.

Stakeholder Impact

• Shareholders: The disposal of shares by an executive, even for tax purposes, is a routine event and typically has minimal direct impact on the company's share price or long-term value, unless the volume is unusually large or indicative of a change in sentiment.
• Employees: The vesting of RSUs is a standard component of executive compensation, aligning executive interests with shareholder value creation.

Key Dates

Keywords

Clover Health, CLOV, Form 4, Insider Transaction, RSU Vesting, Tax Withholding, Conrad Wai, Equity Compensation