SEC Form 4 · accession 0001838733-26-000015
CLOVER HEALTH INVESTMENTS, CORP. /DE · CLOV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Andrew Toy
Officer — Chief Executive Officer · Director
Period of report
Jul 1, 2026
Accepted (ET)
Jul 1, 2026 · 6:33 pm EDT
Rule 10b5-1 plan
yes — trade under a plan
Issuer CIK
0001801170
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF1 | Jul 1, 2026 | S | 313,476 | $5.32 | D | 9,609,825 | D |
Table II — derivative securities
No Table II lines on this filing.
Explanation of responses
- F1The sales reported on this Form 4 represent shares of Class A Common Stock required to be sold by the Reporting Person to cover tax withholding obligations in connection with the vesting of 6.25% of restricted stock units ("RSUs") originally granted to the Reporting Person on January 1, 2023. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on January 1, 2027, subject to the continued service of the Reporting Person on each such vesting date. These sales are mandated by the Issuer's election under its equity incentive plans to require the satisfaction of tax withholding obligations to be funded by a "sell to cover" transaction and do not represent discretionary trades by the Reporting Person.