STOCK TITAN

Tax-driven share sale by American Well (NYSE: AMWL) executive

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

American Well Corp President, International Phyllis Gotlib reported an automatic sale of Class A Common Stock to cover taxes from vested restricted stock units. On July 1, 2026, 6,677 shares were sold in the open market at $9.33 per share through a non-discretionary “sell to cover” transaction.

After this sale, Gotlib directly holds 152,754 Class A shares. In addition, 114,920 Class A shares are reported as indirectly owned through her husband. The filing reflects a tax-related transaction rather than a discretionary change in investment exposure.

Positive

  • None.

Negative

  • None.
Insider Gotlib Phyllis
Role President, International
Sold 6,677 shs ($62K)
Type Security Shares Price Value
Sale Class A Common Stock 6,677 $9.33 $62K
holding Class A Common Stock -- -- --
Holdings After Transaction: Class A Common Stock — 152,754 shares (Direct, null); Class A Common Stock — 114,920 shares (Indirect, By husband)
Footnotes (1)
  1. [object Object]
Shares sold 6,677 shares Open-market sale on July 1, 2026
Sale price $9.33 per share Class A Common Stock on July 1, 2026
Direct holdings after sale 152,754 shares Class A Common Stock held directly by Phyllis Gotlib
Indirect holdings via husband 114,920 shares Class A Common Stock reported as owned by husband
Net shares sold 6,677 shares Net buy/sell direction reported as net-sell
Transaction date July 1, 2026 Vesting and tax-related sale of RSU shares
restricted stock units financial
"tax liability arising from the vesting and settlement of restricted stock units on July 1, 2026"
Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.
sell to cover financial
"The sales were effected through and automatic "sell to cover" transaction"
Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.
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 husband""
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Learn about SEC filing dates
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).
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, STE. 100

(Street)
BOSTON MASSACHUSETTS 02109

(City)(State)(Zip)

UNITED STATES

(Country)
2. Issuer Name and Ticker or Trading Symbol
American Well Corp [ AMWL ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director10% Owner
XOfficer (give title below)Other (specify below)
President, International
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
07/01/2026
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 Stock07/01/2026S(1)6,677D$9.33152,754D
Class A Common Stock114,920IBy husband
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 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 July 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 Gotlib07/01/2026
** 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)

FAQ

What insider transaction did AMWL executive Phyllis Gotlib report?

Phyllis Gotlib reported an automatic sale of 6,677 American Well Class A shares at $9.33 per share. The sale was executed to cover tax liabilities from restricted stock unit vesting on July 1, 2026, rather than as a discretionary portfolio decision.

Why did the AMWL insider sale on July 1, 2026 occur?

The American Well insider sale occurred to pay tax liabilities from the vesting and settlement of restricted stock units on July 1, 2026. Shares were sold via an automatic “sell to cover” mechanism, meaning the transaction was not a discretionary trade by Phyllis Gotlib.

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

Phyllis Gotlib sold 6,677 shares of American Well Class A Common Stock at $9.33 per share. This open-market transaction was designated as a tax-related sell-to-cover event linked to recently vested restricted stock units, rather than a voluntary share sale.

What are Phyllis Gotlib’s AMWL share holdings after the reported sale?

After the transaction, Phyllis Gotlib directly holds 152,754 American Well Class A shares. The filing also shows 114,920 Class A shares as indirectly owned through her husband, providing a combined view of her reported direct and indirect equity exposure to the company.

Was the AMWL insider transaction by Phyllis Gotlib discretionary?

The transaction was not discretionary. The filing states the sales were executed through an automatic “sell to cover” process to satisfy tax liabilities from restricted stock unit vesting, indicating the timing and amount were driven by tax obligations rather than active trading decisions.