Form 4: Clover Health GC Sells Shares for Tax Obligations
Insider Transaction Report
Clover Health's General Counsel, Karen Soares, disposed of 6,404 Class A Common Stock shares at $2.70 each to cover tax obligations related to RSU vesting.
Summary
- Karen Soares, General Counsel & Secretary of Clover Health Investments, Corp., reported a transaction on December 15, 2025.
- 6,404 shares of Class A Common Stock were disposed of at a price of $2.70 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 RSUs were originally granted on September 15, 2022.
- Following this transaction, Karen Soares beneficially owns 1,222,365 shares of Class A Common Stock.
Sentiment
Score: 5
Explanation: A routine tax withholding transaction for RSU vesting is a neutral event, reflecting standard equity compensation practices without indicating positive or negative company performance or insider sentiment.
Future Outlook
Remaining restricted stock units (RSUs) are scheduled to vest quarterly in equal installments of 6.25%, with the final vesting date occurring on September 15, 2026, contingent on the reporting person's continued service.
Industry Context
This is a routine insider transaction related to equity compensation, common across publicly traded companies where executives receive restricted stock units as part of their compensation package. Such transactions are typically non-discretionary and driven by tax obligations upon vesting.
Stakeholder Impact
- Minimal impact on shareholders as this is a routine, non-discretionary transaction for tax purposes related to executive compensation.
- Confirms the ongoing equity compensation structure for key personnel, potentially impacting employee retention and motivation.
Next Steps
- Remaining restricted stock units (RSUs) will vest quarterly in equal installments of 6.25%.
- The final vesting date for the remaining RSUs is September 15, 2026, subject to continued service.
Key Dates
| Date | Description |
|---|---|
| 2022-09-15 | Original grant date of time-based restricted stock units (RSUs) to Karen Soares. |
| 2025-12-15 | Vesting date of 6.25% of original RSUs and transaction date for tax withholding. |
| 2025-12-16 | Signature date of the reporting person's attorney-in-fact. |
| 2026-09-15 | Final vesting date for remaining RSUs, subject to continued service. |
Keywords
Clover Health, CLOV, Form 4, Insider Transaction, Karen Soares, Restricted Stock Units, RSU Vesting, Tax Withholding, Equity Compensation
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