AMWL (AMWL) executive logs automatic sell-to-cover after RSU vesting

Rhea-AI Filing Summary

American Well Corp President, International Phyllis Gotlib reported an automatic share sale primarily to cover taxes on vested equity. On June 1, 2026, she sold 3,573 shares of Class A Common Stock at $9.74 per share in an open-market sale designated as a “sell to cover” transaction. After this sale, she held 159,431 shares directly and 114,920 shares indirectly through her husband. The footnote explains that the transaction was executed automatically to satisfy tax liabilities from restricted stock unit vesting and did not represent a discretionary trade.

Insider Trade Summary

Net Seller: 3,573 shares ($34,801)

Net Sell 2 txns

Insider Gotlib Phyllis

Role President, International

Sold 3,573 shs ($35K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	3,573	$9.74	$35K
holding	Class A Common Stock	--	--	--

Holdings After Transaction: Class A Common Stock — 159,431 shares (Direct, null); Class A Common Stock — 114,920 shares (Indirect, By husband)

Footnotes (1)

1. [object Object]

Key Figures

Shares sold: 3,573 shares Sale price: $9.74 per share Direct holdings after sale: 159,431 shares +2 more

5 metrics

Shares sold 3,573 shares Open-market sale on June 1, 2026

Sale price $9.74 per share Price for Class A Common Stock sold

Direct holdings after sale 159,431 shares Class A Common Stock held directly after transaction

Indirect holdings 114,920 shares Class A Common Stock held indirectly through husband

Net shares sold 3,573 shares Net buy/sell shares for this Form 4

Key Terms

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

4 terms

restricted stock units financial

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

"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.

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""

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Form 4 Insider Transactions: What Each Field Means →

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)
06/01/2026

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock	06/01/2026		S(1)		3,573	D	$9.74	159,431	D
Class A Common Stock								114,920	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 June 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	06/03/2026
	** 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).
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 3,573 American Well Class A shares. The transaction occurred on June 1, 2026, and was structured as a sell-to-cover event related to restricted stock unit vesting and resulting tax obligations.

At what price did Phyllis Gotlib’s AMWL shares sell in this Form 4?

The 3,573 AMWL shares were sold at $9.74 per share. This sale was specifically described as an automatic sell-to-cover transaction to pay taxes on vested restricted stock units, rather than a discretionary decision to reduce holdings.

How many AMWL shares does Phyllis Gotlib hold after the reported sale?

After the reported sale, Phyllis Gotlib holds 159,431 AMWL Class A shares directly. She also has 114,920 shares reported as indirectly owned through her husband, giving investors clarity on her total reported equity exposure following the transaction.

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

No, the filing states the sale was an automatic sell-to-cover for tax liabilities. It was triggered by the vesting and settlement of restricted stock units on June 1, 2026, and did not represent a discretionary trade by Phyllis Gotlib.

Why did Phyllis Gotlib sell AMWL shares according to the Form 4 footnote?

The footnote explains the AMWL shares were sold to pay tax liabilities from RSU vesting. This automatic sell-to-cover mechanism with 3,573 shares sold prevented out-of-pocket tax payments and is characterized as non-discretionary by the reporting person.