CLOV.NASDAQClover Health Investments, CORP /DE

Form 4: Clover Health Executive's Stock Withholding for Taxes

Sentiment:

Insider Transaction Report

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Clover Health General Counsel Karen Soares reported the automatic withholding of 11,686 Class A Common Stock shares to cover tax obligations related to RSU vesting.

Summary

  • Karen Soares, General Counsel & Secretary of Clover Health Investments, Corp. (CLOV), reported a transaction involving Class A Common Stock.
  • On January 15, 2026, 11,686 shares of Class A Common Stock 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 to Ms. Soares on October 15, 2024.
  • The price per share for the withheld stock was $2.81.
  • Following this transaction, Ms. Soares beneficially owns 1,210,679 shares of Class A Common Stock directly.
  • The remaining RSUs will vest quarterly in equal installments of 6.25% until the final vesting date of October 15, 2028, contingent on her continued service.

Sentiment

Score: 5

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

Future Outlook

The remaining restricted stock units (RSUs) granted to Karen Soares are scheduled to vest quarterly in equal installments of 6.25% until October 15, 2028, subject to her continued employment with the company.

Industry Context

This filing represents a routine insider transaction common across publicly traded companies, where executives' equity compensation (like RSUs) vests, and a portion is automatically withheld to cover tax liabilities. It does not reflect broader industry trends or competitive positioning.

Stakeholder Impact

  • Shareholders: Minimal impact as this is a routine, non-discretionary transaction for tax purposes related to executive compensation, not a sale indicating a change in insider confidence.

Next Steps

  • Continued quarterly vesting of remaining restricted stock units (RSUs) for Karen Soares until October 15, 2028.

Key Dates

DateDescription
10/15/2024Original grant date of restricted stock units (RSUs) to Karen Soares.
10/17/2024Date a Form 4 was filed reporting the original RSU grant.
01/15/2026Transaction date when shares were withheld for tax obligations due to RSU vesting.
01/20/2026Signature date of the reporting person's attorney-in-fact for this Form 4 filing.
10/15/2028Final vesting date for the remaining restricted stock units.

Keywords

Clover Health, CLOV, Form 4, Insider Transaction, Restricted Stock Units, RSU Vesting, Tax Withholding, Karen Soares, Beneficial Ownership

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