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

Filing Impact

(Neutral)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

American Well Corp executive Phyllis Gotlib, President, International, reported an automatic sale of 3,706 shares of Class A Common Stock on April 1, 2026 at $5.30 per share. The sale was a non-discretionary “sell to cover” to pay taxes on vested restricted stock units.

After this transaction, Gotlib holds 163,004 shares directly and 114,250 shares indirectly through her husband, indicating the sale was small relative to her overall position and primarily for tax obligations rather than portfolio rebalancing.

Insider Trade Summary

Net Seller: 3,706 shares ($19,642)

Net Sell 2 txns

Insider Gotlib Phyllis

Role President, International

Sold 3,706 shs ($20K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	3,706	$5.30	$20K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 163,004 shares (Direct); Class A Common Stock — 114,250 shares (Indirect, By husband)

Footnotes (1)

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Key Figures

Shares sold: 3,706 shares Sale price per share: $5.30/share Direct holdings after sale: 163,004 shares +2 more

5 metrics

Shares sold 3,706 shares Class A Common Stock sold on April 1, 2026

Sale price per share $5.30/share Open-market sale to cover tax liability

Direct holdings after sale 163,004 shares Class A Common Stock held directly after transaction

Indirect holdings after sale 114,250 shares Class A Common Stock held indirectly by husband

Net share change -3,706 shares Net sell direction from reported transactions

Key Terms

sell to cover, restricted stock units, open-market sale, indirect ownership

4 terms

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.

restricted stock units financial

"tax liability arising from the vesting and settlement of restricted stock units"

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.

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.

indirect ownership financial

""ownership_type": "indirect", "nature_of_ownership": "By husband""

Form 4 Insider Transactions: What Each Field Means →

04/02/2026 - 05:20 PM

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

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)

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

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
04/01/2026

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

X	Form 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	04/01/2026		S⁽¹⁾		3,706	D	$5.3	163,004	D
Class A Common Stock								114,250	I	By 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

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 April 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	04/02/2026
	** 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).
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

FAQ

What insider transaction did AMWL executive Phyllis Gotlib report?

Phyllis Gotlib reported selling 3,706 shares of American Well Class A Common Stock at $5.30 per share. The sale occurred on April 1, 2026 and was linked to tax obligations from restricted stock unit vesting, not a discretionary portfolio decision.

Why did Phyllis Gotlib sell American Well (AMWL) shares?

The shares were sold to cover tax liabilities from the vesting and settlement of restricted stock units on April 1, 2026. This automatic “sell to cover” transaction is a standard mechanism to pay taxes and does not represent an active trading decision.

How many American Well (AMWL) shares does Phyllis Gotlib still hold?

Following the sale, Phyllis Gotlib holds 163,004 AMWL Class A shares directly and 114,250 shares indirectly through her husband. These positions show she retains a substantial stake in the company despite the tax-related sale of 3,706 shares.

Is the AMWL insider sale by Phyllis Gotlib a bearish signal?

This filing indicates a tax-driven, automatic “sell to cover” of 3,706 shares, not a discretionary open-market reduction. Because the sale is small relative to Gotlib’s combined direct and indirect holdings, it generally reads as routine rather than a strong bearish signal.

What price did Phyllis Gotlib receive for the AMWL shares sold?

The reported transaction price was $5.30 per share for 3,706 AMWL Class A shares sold. This price reflects the execution level for the automatic sale used to fund tax obligations arising from the vesting and settlement of her restricted stock units.