Form 4: Clover Health Executive's Stock Tax Withholding

Clover Health General Counsel Karen Soares reported the automatic withholding of 57,249 shares of Class A Common Stock to cover tax obligations related to RSU vesting.

Summary

• Karen Soares, General Counsel & Secretary of Clover Health Investments, Corp. (CLOV), reported a transaction on October 15, 2025.
• 57,249 shares of Class A Common Stock were disposed of through automatic withholding to cover tax obligations.
• This withholding was triggered by the vesting of 25% of restricted stock units (RSUs) originally granted to Ms. Soares on October 15, 2024.
• The deemed price for the disposed shares was $2.8 per share.
• Following this transaction, Ms. Soares beneficially owns 1,405,835 shares of Class A Common Stock.
• The remaining RSUs are scheduled to vest quarterly in equal installments of 6.25%, with the final vesting date set for October 15, 2028, contingent on Ms. Soares' continued service.

Sentiment

Score: 5

Explanation: The filing reports a routine insider transaction related to RSU vesting and tax withholding, which is a standard compensation event and does not indicate positive or negative sentiment regarding the company's performance or outlook.

Future Outlook

Remaining restricted stock units (RSUs) will vest quarterly in equal installments of 6.25%, with the final vesting date occurring on October 15, 2028, subject to continued service of the Reporting Person.

Industry Context

This filing reports a routine insider transaction related to executive compensation, specifically the vesting of restricted stock units and the associated tax withholding. It does not provide information relevant to broader industry trends or competitive positioning.

Stakeholder Impact

• Minimal direct impact on shareholders as this is a routine, non-discretionary transaction related to executive compensation. It reflects the ongoing compensation structure for key management.

Next Steps

• Continued quarterly vesting of remaining restricted stock units (RSUs) until October 15, 2028, contingent on the reporting person's continued service.

Key Dates

Recommendation

This Form 4 filing details a routine, non-discretionary transaction where shares were withheld to cover tax obligations upon RSU vesting. It does not provide new information about the company's operational performance, financial health, or strategic direction that would warrant a change in investment recommendation. Therefore, a 'hold' recommendation is appropriate as the filing itself does not present a catalyst for buying or selling.

Keywords

Clover Health, CLOV, Form 4, Insider Transaction, RSU Vesting, Stock Withholding, Executive Compensation, Karen Soares