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  4. [Form 4] CLOVER HEALTH INVESTMENTS, CORP. /DE Insider Trading Activity

Planned CLOV insider sale: officer trades 220K shares via family trust

Filing Impact
(Very High)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Wai Conrad, an officer of Clover Health Investments, reported an open-market sale of 220,426 shares of Class A Common Stock at an average price of $3.99 per share. The sale was effected under a Rule 10b5-1 trading plan adopted on March 3, 2025.

The shares were sold by a family trust for the benefit of his family, where he serves as co-trustee. Following these transactions, he holds 1,169,914 shares directly and 1,390,056 shares indirectly through the trust, so he continues to maintain a significant stake.

Positive

  • None.

Negative

  • None.
Insider Wai Conrad
Role CEO, Counterpart Health
Sold 220,426 shs ($879K)
Type Security Shares Price Value
Sale Class A Common Stock 220,426 $3.99 $879K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 1,390,056 shares (Indirect, By Trust.); Class A Common Stock — 1,169,914 shares (Direct)
Footnotes (2)
  1. F1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2025. The price reported in Column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $3.92 to $4.04, inclusive. The Reporting Person undertakes to provide to the SEC staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
  2. F2. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.
Shares sold 220,426 shares Open-market sale of Class A Common Stock
Average sale price $3.99 per share Average of multiple trades from $3.92 to $4.04
Direct holdings after 1,169,914 shares Direct ownership following the reported transactions
Indirect holdings after 1,390,056 shares Held in family trust where he is co-trustee
Net share direction -220,426 shares Net-sell across reported Form 4 transactions
Trading plan adoption date March 3, 2025 Date Rule 10b5-1 plan underlying this sale was adopted
Rule 10b5-1 trading plan regulatory
"The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2025."
A Rule 10b5-1 trading plan is a pre-arranged schedule that allows company insiders to buy or sell stock at specific times, even if they have inside information. It helps prevent accusations of unfair trading by making these transactions look planned and transparent, rather than sneaky or illegal.
open-market sale financial
"transaction_action": "open-market sale""
An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.
Class A Common Stock financial
"security_title": "Class A Common Stock""
Class A common stock is a category of a company’s shares that carries a specific set of ownership rights—most commonly defined voting power and claims on dividends—set out in the company’s charter. For investors it matters because the class determines how much influence you have over corporate decisions, the share’s likely dividend and trading behavior, and how it compares in value to other share classes, like choosing a particular seat with different privileges at the company’s decision-making table.
indirect ownership financial
"direct_or_indirect": "I", "nature_of_ownership": "By Trust.""
family trust financial
"Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee."

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What insider transaction did Wai Conrad report for CLOV?
Wai Conrad reported an open-market sale of 220,426 shares of Clover Health Class A Common Stock at an average price of $3.99 per share. The transaction was disclosed on a Form 4 and reflects a net reduction in his indirect share holdings.

Was Wai Conrad’s CLOV share sale pre-planned under Rule 10b5-1?
Yes. The Form 4 states the sale was effected under a Rule 10b5-1 trading plan adopted on March 3, 2025. Such plans pre-schedule trades, indicating the timing is pre-arranged rather than a reaction to short-term market or company developments.

How many CLOV shares did Wai Conrad sell and at what price?
He sold 220,426 shares of Clover Health Class A Common Stock at an average price of $3.99 per share. Footnotes note these shares were sold in multiple transactions, with individual prices ranging from $3.92 to $4.04, all aggregated into the reported average.

How many CLOV shares does Wai Conrad hold after this Form 4?
After the reported transactions, Wai Conrad holds 1,169,914 shares directly and 1,390,056 shares indirectly through a family trust. This indicates that, despite the sale, he continues to have substantial exposure to Clover Health through both direct and trust holdings.

Who actually holds the CLOV shares involved in Wai Conrad’s sale?
The sold shares are held in a trust for the benefit of Wai Conrad’s family, where he is a co-trustee. The filing describes this as indirect ownership, meaning the trust executed the sale, though it is attributed to him for reporting under SEC beneficial ownership rules.
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
X
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Wai Conrad
(Last)(First)(Middle)
C/O CLOVER HEALTH INVESTMENTS, CORP.
NOT APPLICABLE
(Street)
WILMINGTON DELAWARE 19801
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
CLOVER HEALTH INVESTMENTS, CORP. /DE [ CLOV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
CEO, Counterpart Health
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
05/28/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Class A Common Stock05/28/2026S220,426(1)D$3.991,390,056IBy Trust.(2)
Class A Common Stock1,169,914D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. The sale reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan adopted by the Reporting Person on March 3, 2025. The price reported in Column 4 is an average price. These shares were sold in multiple transactions at prices ranging from $3.92 to $4.04, inclusive. The Reporting Person undertakes to provide to the SEC staff, the issuer, or any security holder of the issuer, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
2. Shares held in trust for the benefit of the Reporting Person's family, of which the Reporting Person is a co-trustee.
Remarks:
/s/ Peter J. Rivas as attorney-in-fact for Conrad Wai05/28/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR