OLDAKOWSKI JOSEPH FRANK 4

What Happened Joseph Frank Oldakowski, VP of Finance and Controller at Clover Health Investments (CLOV), reported a sale of 12,102 shares on 2026-06-16 at $4.86 per share, netting $58,816. The filing classifies the transaction as a sale (S) and indicates the shares were disposed to satisfy tax withholding obligations tied to RSU vesting rather than a discretionary trade.

Key Details

• Transaction date and price: 2026-06-16, 12,102 shares sold at $4.86 each (total $58,816).
• Transaction type: Reported as an open-market or private sale; filing footnote states this was a mandatory "sell to cover" for taxes.
• Reason/footnote: Sale required to cover tax withholding on 25% of RSUs granted to the reporting person on June 16, 2025. Remaining RSUs vest quarterly (6.25% each) with final vesting on June 16, 2029, subject to continued service.
• Shares owned after transaction: Not specified in the provided summary of the filing.
• Filing timeliness: Reported on 2026-06-17 for a 2026-06-16 transaction (filed the next day; not noted as late).

Context This was a routine "sell to cover" tied to RSU vesting (tax withholding), which the issuer’s equity plan mandates; such sales are common and do not necessarily indicate the insider’s view of the company’s prospects. Sales executed to satisfy tax obligations are different from discretionary insider selling and should be interpreted accordingly.