Form 4: Clover Health GC's RSU Vesting Triggers Tax Withholding

Clover Health's General Counsel, Karen Soares, had shares withheld to cover tax obligations upon the vesting of restricted stock units.

Summary

• Karen Soares, General Counsel & Secretary of Clover Health Investments, Corp. (CLOV), reported transactions involving Class A Common Stock.
• On October 31, 2025, 131,521 shares of Class A Common Stock were disposed of at a price of $3.53 per share. This disposition was to cover tax obligations due to the vesting of the final 50% of performance-based restricted stock units (RSUs) granted on October 31, 2023.
• An additional 38,086 shares of Class A Common Stock were disposed of on October 31, 2025, at $3.53 per share. This disposition also covered tax obligations related to the vesting of the final 12.5% of RSUs granted to the reporting person on October 31, 2023.
• Following these reported transactions, Karen Soares beneficially owns 1,236,228 shares of Class A Common Stock directly.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive. The RSU vesting indicates that performance or time-based conditions were met, which is a positive for the executive and implies successful achievement of milestones. The disposition itself is a neutral event, being a non-discretionary tax withholding.

Positives

• The vesting of restricted stock units indicates that performance or time-based conditions, as set out in the original grant on October 31, 2023, have been met.
• The executive's compensation structure is being realized, aligning management incentives with company performance.

Negatives

• No inherent negatives as the share dispositions were non-discretionary tax withholdings, not voluntary sales by the executive.

Future Outlook

This filing primarily reports past and scheduled compensation events and does not contain forward-looking statements or guidance regarding the company's future performance or strategic direction.

Industry Context

This Form 4 filing details a routine insider transaction related to executive compensation. It does not provide information directly related to broader industry trends or competitive positioning, but rather reflects the standard process of RSU vesting and associated tax obligations for an executive in a publicly traded company.

Stakeholder Impact

• Shareholders: The disposition of shares for tax purposes is a routine event and does not indicate a change in the executive's confidence in the company. The executive retains a significant beneficial ownership.
• Employees: The vesting of RSUs for a key executive may signal the company's ability to meet compensation plan objectives.

Key Dates

Keywords

Clover Health, CLOV, Form 4, Insider Transaction, RSU Vesting, Tax Withholding, Karen Soares, General Counsel