THORNTON JOSEPH CLAY 4
4 · CLOVER HEALTH INVESTMENTS, CORP. /DE · Filed Jul 16, 2026
Research Summary
AI-generated summary of this filing
Clover Health (CLOV) Interim CFO Joseph Thornton Sells Shares
What Happened Joseph Clay Thornton, Interim Chief Financial Officer of Clover Health Investments, sold 4,630 shares of Class A common stock on July 15, 2026. The weighted average sale price was $4.67 (individual trades ranged $4.67–$4.73), generating roughly $21,622 in proceeds. This was a sale (not a purchase) and was executed to cover tax withholding obligations tied to RSU vesting, not as a discretionary trade.
Key Details
- Transaction date: July 15, 2026; Form 4 filed July 16, 2026 (filed the next day).
- Shares sold: 4,630 at a weighted average price of $4.67; price range reported $4.67–$4.73.
- Reported proceeds: approximately $21,622.
- Reason/footnote: Footnote F1 states the sale was a mandated "sell-to-cover" to satisfy tax withholding for the vesting of 6.25% of RSUs granted Oct 15, 2024; remaining RSUs vest quarterly (6.25% each) through Oct 15, 2028, subject to continued service. Footnote F2 notes the weighted-average price and offers detail on per-trade prices upon request.
- Shares owned after the transaction: not specified in the provided filing.
Context This sale was a tax-withholding (sell-to-cover) transaction tied to RSU vesting and is routine for equity awards; it should not be interpreted as an independent signal of the CFO’s view on the company’s stock. The filing was made the day after the transaction, which is timely under typical reporting expectations.
Insider Transaction Report
- Sale
Class A Common Stock
[F1][F2]2026-07-15$4.67/sh−4,630$21,622→ 1,212,954 total
Footnotes (2)
- [F1]The 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 (the "RSUs") on July 15, 2026. The RSUs were originally granted to the Reporting Person on October 15, 2024. The remaining RSUs vest quarterly in equal installments of 6.25%, with the final vesting date occurring on October 15, 2028, 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.
- [F2]The price reported in column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $4.67 to $4.73, inclusive. The Reporting Person undertakes to provide to the Issuer, any securityholder of the Issuer, or the staff of the Securities and Exchange Commission (the "SEC"), upon request, full information regarding the number of shares sold at each separate price within the range set forth in this footnote (2) to this Form 4.