THORNTON JOSEPH CLAY 4

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.