Form 4: Clover Health GC Sells Shares for Tax Obligations
Insider Transaction Report
Clover Health's General Counsel, Karen Soares, disposed of 7,459 Class A Common Stock shares to cover tax obligations related to RSU vesting.
Summary
- Karen Soares, General Counsel & Secretary of Clover Health Investments, Corp., reported a transaction on November 14, 2025.
- She disposed of 7,459 shares of Class A Common Stock at a price of $2.47 per share.
- This disposition was an automatic withholding to cover tax obligations upon the vesting of 6.25% of her time-based restricted stock units (RSUs).
- The original RSUs were granted on February 14, 2022.
- Following this transaction, Karen Soares beneficially owns 1,228,769 shares of Class A Common Stock.
Sentiment
Score: 5
Explanation: The filing is neutral, detailing a routine insider transaction for tax purposes related to RSU vesting, which is a standard part of executive compensation.
Positives
- The vesting of restricted stock units indicates continued employment and retention of a key executive.
Negatives
- The disposition of shares, even for tax purposes, reduces the executive's direct ownership stake.
Future Outlook
Remaining restricted stock units (RSUs) will vest quarterly in equal installments of 6.25% until the final vesting date of February 14, 2026, contingent on the reporting person's continued service.
Industry Context
This is a routine insider transaction filing (Form 4) related to executive compensation and tax obligations, common across publicly traded companies when restricted stock units vest. It does not provide broader industry context.
Stakeholder Impact
- Shareholders: A minor reduction in an executive's direct ownership due to tax withholding, but overall, it reflects a standard compensation event.
- Employees: Indicates the company's executive compensation structure includes RSU grants and vesting.
Next Steps
- Remaining restricted stock units (RSUs) will vest quarterly in equal installments of 6.25%.
- The final vesting date for the RSUs is February 14, 2026, subject to continued service.
Key Dates
| Date | Description |
|---|---|
| 2022-02-14 | Original grant date of time-based restricted stock units (RSUs) to Karen Soares. |
| 2025-11-14 | Vesting date of 6.25% of original RSUs and transaction date for tax withholding of 7,459 shares. |
| 2025-11-18 | Filing date of the Form 4. |
| 2026-02-14 | Final vesting date for remaining RSUs, subject to continued service. |
Keywords
Clover Health, CLOV, Form 4, Insider Trading, Restricted Stock Units, RSU Vesting, Tax Withholding, Karen Soares, Executive Compensation
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