[Form 4] Clover Health Investments, Corp Insider Trading Activity

Rhea-AI Filing Summary

Vivek Garipalli, a director and 10% owner of Clover Health Investments (CLOV), reported purchases of Class A common stock on 08/07/2025 and 08/08/2025. He acquired 415,000 shares on 08/07/2025 at a weighted average price of $2.24 and 31,980 shares on 08/08/2025 at a weighted average price of $2.17, bringing his reported direct ownership to 1,856,247 Class A shares.

Table II discloses substantial Class B common stock that converts one-for-one into Class A: 6,904,343 Class A-equivalent shares held directly, plus 11,500,000 and 72,084,543 Class A-equivalent shares held indirectly by Caesar Clover, LLC and NJ Healthcare Investments, LLC, respectively. The filing states Garipalli serves as sole manager of those LLCs.

Positive

• Insider purchases reported: 415,000 shares at a weighted average of $2.24 and 31,980 shares at $2.17, increasing direct ownership.
• Direct ownership increased to 1,856,247 Class A shares following the transactions.
• Large convertible Class B holdings are disclosed that convert one-for-one into Class A, providing economic alignment between share classes.
• Reporting person is sole manager of Caesar Clover, LLC and NJ Healthcare Investments, LLC, clarifying the source of indirect holdings.

Negative

• High concentration of convertible holdings: Indirect holdings of 11,500,000 and 72,084,543 Class A-equivalents may concentrate voting/economic power.
• Incremental purchases are small relative to total convertible exposure, so the reported buys modestly change direct stake despite significant overall influence via Class B shares.

Insights

Securities Analyst

TL;DR: Material insider purchases alongside very large convertible Class B holdings, increasing direct stake modestly.

The Form 4 shows Garipalli purchased a total of 447,000 Class A shares across two days at weighted-average prices of $2.24 and $2.17, raising direct holdings to 1,856,247 shares. Equally important, Table II reports convertible Class B positions convertible one-for-one into Class A totaling tens of millions of shares (direct 6.9M; indirect 11.5M and 72.08M) held via two LLCs he manages. For investors, the filing confirms continued insider accumulation and concentrated voting/economic exposure via Class B instruments.

Corporate Governance Expert

TL;DR: Insider buying is positive signal, but governance implications remain given concentrated Class B holdings held through managed LLCs.

The report documents incremental open-market purchases but also highlights that significant Class B convertible shares are held indirectly by Caesar Clover, LLC and NJ Healthcare Investments, LLC, entities for which Garipalli is sole manager. Those indirect holdings (11.5M and 72.08M Class A-equivalents) indicate concentrated control potential via convertible shares. The filing is informative about ownership structure but does not disclose any change in governance arrangements or conversion actions.

SEC Form 4

FORM 4

UNITED 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

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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^*

Garipalli Vivek

(Last) (First) (Middle)

C/O CLOVER HEALTH INVESTMENTS, CORP.

NOT APPLICABLE

(Street)

WILMINGTON DE 19801

(City) (State) (Zip)

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)

X	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
08/07/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	08/07/2025		P		415,000	A	$2.24(1)	1,824,267	D
Class A Common Stock	08/08/2025		P		31,980	A	$2.17(2)	1,856,247	D

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	6,904,343		6,904,343	D
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	11,500,000		11,500,000	I	Held by Ceasar Clover, LLC(4)
Class B Common Stock	(3)							(3)	(3)	Class A Common Stock	72,084,543		72,084,543	I	Held by NJ Healthcare Investments, LLC(4)

Explanation of Responses:

1. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $2.16 to $2.32, inclusive. The Reporting Person undertakes to provide to Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this Footnote 1 to this Form 4.

2. The price reported in Column 4 is a weighted average price. These shares were bought in multiple transactions at prices ranging from $2.15 to $2.21, inclusive. The Reporting Person undertakes to provide to Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares bought at each separate price within the range set forth in this Footnote 2 to this Form 4.

3. The Issuer's Class B Common Stock is convertible into shares of the Issuer's Class A Common Stock on a one-to-one basis at the option of the holders of the Issuer's Class B Common Stock at any time upon written notice to the Issuer, and automatically in the event of certain transfers, including, but not limited to, a transfer of shares to the Issuer.

4. The Reporting Person serves as the sole manager of each of NJ Healthcare Investments, LLC and Caesar Clover, LLC.

Remarks:

	/s/Peter J. Rivas as attorney-in-fact for Vivek Garipalli	08/08/2025
	** Signature of Reporting Person	Date
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.

FAQ

What transactions did Vivek Garipalli report on the CLOV Form 4?

He purchased 415,000 Class A shares on 08/07/2025 at a weighted average price of $2.24 and 31,980 Class A shares on 08/08/2025 at a weighted average price of $2.17.

How many Class A shares does Garipalli beneficially own after the reported transactions for CLOV?

The filing reports 1,856,247 Class A shares beneficially owned following the reported transactions.

What convertible or derivative holdings does Garipalli report for CLOV?

Table II discloses Class B common stock convertible one-for-one into Class A: 6,904,343 held directly, plus 11,500,000 and 72,084,543 held indirectly by Caesar Clover, LLC and NJ Healthcare Investments, LLC.

What is Garipalli's relationship to Clover Health Investments (CLOV)?

The form identifies Vivek Garipalli as a Director and a 10% owner of the issuer.

Who holds the indirect Class B positions reported in the Form 4?

The indirect holdings are held by Caesar Clover, LLC and NJ Healthcare Investments, LLC, and the filing states Garipalli serves as the sole manager of those LLCs.