Toy Andrew 4

What Happened
Andrew Toy, CEO of Clover Health (CLOV), had 85,704 Class A shares withheld to satisfy tax obligations when a tranche of time-based RSUs vested on Feb 8, 2026. The filing reports a disposition of those shares at $2.13 per share, totaling approximately $182,550. This was an automatic tax-withholding event (code F), not an open-market sale.

Key Details

• Transaction date: Feb 8, 2026; reported on Form 4 filed Feb 10, 2026 (appears timely).
• Price / value: $2.13 per share; total value ≈ $182,550.
• Shares withheld/disposed: 85,704.
• Shares owned after transaction: Not specified in the reported excerpt.
• Footnote: Withholding represents 6.25% of the original RSUs granted Aug 8, 2022; the remaining RSUs vest quarterly in 6.25% installments, with final vesting on Aug 8, 2026, subject to continued service.
• Transaction code: F = shares withheld to cover tax liability (cashless withholding on vesting), not a market sale.

Context
This was a routine tax-withholding action tied to RSU vesting. Such withholdings are common and do not necessarily signal the insider’s view on the stock; they simply satisfy tax obligations when equity awards vest. Remaining RSU installments will continue to vest quarterly through Aug 8, 2026, assuming continued service.