Form 4: Clover Health CFO's Tax-Related Stock Disposition

Clover Health's CFO, Peter J. Kuipers, reported the disposition of 156,856 shares of Class A Common Stock to cover tax obligations related to RSU vesting.

Summary

• Clover Health Investments, Corp. Chief Financial Officer, Peter J. Kuipers, disposed of 156,856 shares of Class A Common Stock.
• The disposition occurred on January 29, 2026, at a price of $2.31 per share.
• These shares were automatically withheld by the issuer to cover tax obligations.
• The tax obligations arose from the vesting of 6.25% of time-based restricted stock units (RSUs) granted to Mr. Kuipers on April 29, 2024.
• Following this transaction, Mr. Kuipers beneficially owns 5,758,353 shares of Class A Common Stock.

Sentiment

Score: 5

Explanation: StockSavvy.ai views this as a neutral event, representing a standard administrative transaction related to executive compensation and tax obligations, with no direct positive or negative implications for the company's operational or financial performance.

Positives

• The vesting of restricted stock units indicates continued retention and alignment of management interests with shareholders.

Negatives

• No direct negatives are indicated by this routine tax-related disposition.

Future Outlook

The remaining restricted stock units granted to the Chief Financial Officer are scheduled to vest in equal quarterly installments, with the final vesting occurring on April 29, 2028, contingent upon his continued service to the company.

Industry Context

StockSavvy.ai notes that routine Form 4 filings detailing tax-related dispositions upon RSU vesting are common across industries, reflecting standard executive compensation practices and tax compliance. This particular filing for Clover Health's CFO is consistent with typical insider transaction disclosures for vested equity awards.

Comparison to Industry Standards

• This transaction is a standard practice for executive compensation in publicly traded companies, where equity awards like RSUs vest, and a portion is withheld to cover statutory tax obligations.
• Comparable companies in the healthcare technology or insurance sector, such as Humana (HUM) or UnitedHealth Group (UNH), frequently disclose similar tax-related dispositions by their executives as part of their compensation plans.
• The withholding of shares at the market price ($2.31) is a common mechanism to satisfy tax liabilities without requiring the executive to use personal funds.

Stakeholder Impact

• Shareholders: Minimal direct impact as this is a routine tax-related disposition. It confirms the vesting schedule of executive equity.
• Employees: No direct impact.
• Customers: No direct impact.
• Suppliers: No direct impact.
• Creditors: No direct impact.

Next Steps

• The remaining restricted stock units will continue to vest in equal quarterly installments until April 29, 2028, subject to the CFO's continued service.

Key Dates

Keywords

Clover Health, CLOV, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Tax Withholding, Executive Compensation, Peter J. Kuipers, Class A Common Stock