THORNTON JOSEPH CLAY 4

What Happened Joseph Clay Thornton, Interim Chief Financial Officer of Clover Health Investments (CLOV), had 16,942 shares of Class A common stock withheld on May 16, 2026 to satisfy tax withholding obligations tied to the vesting of restricted stock units (RSUs). The shares were valued at $3.47 each, for a total disposition value of approximately $58,789. This was a tax-withholding sale (transaction code F), not an open-market sale for investment purposes.

Key Details

• Transaction date: May 16, 2026; Form 4 filed May 18, 2026 (within the typical 2-business-day reporting window).
• Shares withheld/disposed: 16,942 at $3.47 per share; total ≈ $58,789.
• Transaction type/code: F — payment of tax liability via share withholding.
• Shares owned after the transaction: Not specified in the provided filing excerpt.
• Footnote: The withholding represents 6.25% of the original RSUs granted to Thornton on February 16, 2024. The remaining RSUs vest quarterly in equal 6.25% installments, with final vesting on February 16, 2028, subject to continued service.

Context This transaction is a routine, administrative tax-withholding event tied to RSU vesting rather than a discretionary sale or purchase that signals insider sentiment. For clarity: an "F" withholding disposition reduces the insider's share count only to satisfy taxes from a grant vesting and does not necessarily reflect a change in the insider's investment view.