American Well (AMWL) officer sell-to-cover of 3,574 shares after RSU vesting

Rhea-AI Filing Summary

American Well Corp reported an insider transaction by its President, International. On December 1, 2025, the reporting person sold 3,574 shares of Class A common stock at a price of $4.0573 per share. The filing explains that these sales were made solely to pay taxes arising from the vesting and settlement of restricted stock units on the same date through an automatic “sell to cover” transaction, rather than a discretionary trade.

After this transaction, the reporting person beneficially owns 123,577 Class A shares directly and 114,250 Class A shares indirectly through her husband. This reflects ongoing equity ownership in American Well while handling the tax impact of stock-based compensation.

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)
12/01/2025

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	12/01/2025		S(1)		3,574	D	$4.0573	123,577	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)
				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 December 1, 2025. 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	12/03/2025
	** 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 insider transaction did American Well Corp (AMWL) disclose in this Form 4?

The filing reports that the President, International of American Well Corp sold 3,574 shares of Class A common stock on December 1, 2025 at $4.0573 per share.

Why did the American Well (AMWL) insider sell 3,574 shares?

The filing states the shares were sold to pay the tax liability arising from the vesting and settlement of restricted stock units on December 1, 2025 through an automatic “sell to cover” transaction.

Was the American Well (AMWL) insider trade a discretionary sale?

No. The document notes that the sale was effected through an automatic “sell to cover” arrangement and did not represent a discretionary trade by the reporting person.

How many American Well (AMWL) shares does the insider own after this transaction?

Following the transaction, the reporting person beneficially owns 123,577 Class A shares directly and 114,250 Class A shares indirectly through her husband.

What is the insider’s role at American Well Corp (AMWL)?

The reporting person is an officer of American Well Corp, serving as President, International.

Does this American Well (AMWL) Form 4 indicate a change in control or major ownership shift?

No such change is indicated. The filing records a tax-related sell-to-cover transaction with the insider retaining significant direct and indirect share ownership afterward.