Soares Karen 4

What Happened

• Karen Soares, General Counsel & Secretary of Clover Health Investments, had 6,090 shares of Class A common stock withheld and disposed to cover tax obligations tied to the vesting of time‑based RSUs. The withholding was recorded at $2.02 per share, totaling $12,302. This transaction is a tax withholding event (Form 4 code F), not an open‑market sale.

Key Details

• Transaction date: February 14, 2026; Filing date: February 18, 2026 (Form 4 accession 0001999086-26-000005).
• Shares withheld/disposed: 6,090 at $2.02 each; total value ≈ $12,302.
• Reason/footnote: Represents shares automatically withheld to cover tax obligations upon vesting of the final 6.25% of RSUs granted on February 14, 2022.
• Shares owned after the transaction: not reported in the provided filing excerpt.
• Transaction code: F (payment of exercise price or tax liability) — routine tax withholding, not an active sell by the insider.

Context

• This was a cashless, automatic withholding to satisfy tax liabilities on vested restricted stock units, a common administrative action that does not necessarily signal the insider’s view on the company. For investors, purchases or open‑market sales generally carry more interpretive weight than routine tax withholdings.