American Well director executes 10b5-1 sale of 4,531 AMWL shares for tax payment

Rhea-AI Filing Summary

Deborah C. Jackson, a director of American Well Corp (AMWL), reported a sale of 4,531 shares of Class A common stock on 09/15/2025 at an average price of $6.5647 per share, leaving her with 39,132 shares beneficially owned directly and 612 shares indirectly held by her spouse.

The filing states the sale was executed under a Rule 10b5-1 trading plan adopted May 20, 2025, and the shares were sold to cover tax liabilities from the vesting and settlement of restricted stock units on June 10, 2025. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Jackson on 09/17/2025.

Positive

• Transaction executed under a Rule 10b5-1 plan, indicating pre-established trading terms and reduced risk of opportunistic timing
• Clear explanation that proceeds were used to pay tax liabilities from prior RSU vesting, improving disclosure quality
• Continued meaningful ownership with 39,132 shares held directly after the sale

Negative

• Reduction in director's direct holdings by 4,531 shares, which slightly lowers insider ownership
• No information on total percentage ownership relative to outstanding shares, so materiality for investors is unclear

Insights

Securities Analyst

TL;DR: Director sold a small portion of holdings under a pre-established 10b5-1 plan to cover tax from RSU settlement; routine and non-material.

The reported transaction is a sale of 4,531 shares at $6.5647 executed pursuant to a Rule 10b5-1 plan established May 20, 2025. The filer explains the sale funded tax obligations from RSU vesting on June 10, 2025. As a director-level insider sale undertaken under a pre-set plan and tied to tax obligations, this disclosure is generally considered routine and transparent. The remaining direct beneficial ownership of 39,132 shares indicates continued ownership alignment, while the 612 shares held by spouse are immaterial in size. No derivative positions or additional material transactions are reported.

Corporate Governance Specialist

TL;DR: Governance view: use of a documented 10b5-1 plan and explicit explanation supports compliance and reduces concern about opportunistic timing.

The form clearly notes the 10b5-1 plan adoption date and the purpose of the sale (tax payment for RSU settlement), which is best practice for director trades. The signature by an attorney-in-fact is properly executed. There is no indication of additional planned transactions or amendments. From a governance standpoint this filing reflects adherence to insider trading policies and provides transparent rationale for the sale.

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^*

Jackson Deborah C

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/15/2025

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	09/15/2025		S(1)		4,531	D	$6.5647	39,132	D
Class A Common								612	I	By Spouse

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 sale reported in this Form 4 was effected pursuant to the terms of a Rule 10b5-1 trading plan adopted by the reporting person on May 20, 2025, and was made in order to pay the tax liablility arising from the vesting and settlement of restricted stock units on June 10, 2025.

	/s/ Anna Nesterova as attorney-in-fact for Deborah Jackson	09/17/2025
	** 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 did AMWL director Deborah Jackson sell on 09/15/2025?

She sold 4,531 shares of Class A common stock at an average price of $6.5647 per share.

Why was the sale of AMWL shares made by Deborah Jackson?

The Form 4 states the sale was made pursuant to a Rule 10b5-1 trading plan to pay tax liabilities from RSUs that vested on June 10, 2025.

How many AMWL shares does Deborah Jackson own after the reported transaction?

Following the sale she beneficially owns 39,132 shares directly and 612 shares indirectly via her spouse.

When was the 10b5-1 plan that governed the sale adopted?

The Form 4 reports the 10b5-1 trading plan was adopted on May 20, 2025.

Who signed the Form 4 for Deborah Jackson?

The filing was signed by Anna Nesterova as attorney-in-fact for Deborah Jackson on 09/17/2025.