Amwell (NYSE: AMWL) executive sells shares in automatic tax-cover trade

Rhea-AI Filing Summary

American Well Corp President, International Phyllis Gotlib sold 3,573 shares of Class A Common Stock in an open-market transaction. The sale took place on March 2, 2026 at a price of $5.24 per share, leaving her with 116,297 shares held directly.

According to the disclosure, this was an automatic “sell to cover” transaction to satisfy tax liabilities from restricted stock units that vested and settled on March 1, 2026. The filing states that the sale did not represent a discretionary trade by the reporting person.

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

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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^*

Gotlib Phyllis

(Last) (First) (Middle)

C/O AMERICAN WELL CORPORATION

75 STATE STREET, 26TH FLOOR

(Street)

BOSTON MA 02109

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
American Well Corp [ AMWL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
03/02/2026

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	03/02/2026		S(1)		3,573	D	$5.24	116,297	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

Explanation of Responses:

1. The sales reported in this Form 4 were made in order to pay the tax liability arising from the vesting and settlement of restricted stock units on March 1, 2026. The sales were effected through and automatic "sell to cover" transaction that did not represent a discretionary trade by the reporting person.

	/s/ Anna Nesterova as attorney-in-fact for Phyllis Gotlib	03/03/2026
	** 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).
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FAQ

What insider transaction did AMWL executive Phyllis Gotlib report?

Phyllis Gotlib, President, International of American Well Corp, reported selling 3,573 shares of Class A Common Stock. The sale occurred on March 2, 2026, and was executed as an automatic sell-to-cover trade related to restricted stock unit vesting and associated tax obligations.

How many AMWL shares did Phyllis Gotlib sell and at what price?

Phyllis Gotlib sold 3,573 shares of American Well Corp Class A Common Stock at $5.24 per share. The transaction was reported as an open-market sale executed to cover tax liabilities from recently vested restricted stock units, according to the accompanying Form 4 footnote.

How many AMWL shares does Phyllis Gotlib hold after this Form 4 sale?

After the reported transaction, Phyllis Gotlib holds 116,297 shares of American Well Corp Class A Common Stock directly. This post-transaction balance is disclosed in the Form 4 and reflects her remaining ownership following the 3,573-share sell-to-cover sale on March 2, 2026.

Why did AMWL executive Phyllis Gotlib sell shares on March 2, 2026?

The sale was made to pay tax liabilities arising from the vesting and settlement of restricted stock units on March 1, 2026. The Form 4 footnote explains the transaction was an automatic “sell to cover” event, rather than a discretionary open-market trade initiated by the executive.

Was Phyllis Gotlib’s AMWL share sale a discretionary trade?

No. The Form 4 footnote specifies the sale was executed through an automatic “sell to cover” transaction. It states the purpose was to satisfy tax obligations from restricted stock unit vesting, and clarifies that the sale did not represent a discretionary trade by the reporting person.

What type of security did Phyllis Gotlib sell in this AMWL Form 4?

The transaction involved Class A Common Stock of American Well Corp. The Form 4 classifies it as a non-derivative transaction, with 3,573 shares sold in an open-market sale to cover taxes related to the vesting and settlement of restricted stock units on March 1, 2026.