American Well director executes planned sale to cover RSU taxes - 4,531 shares

Rhea-AI Filing Summary

Deborah C. Jackson, a director of American Well Corporation (AMWL), reported a sale of 4,531 shares of Class A common stock on 08/19/2025 at a price of $7.1027 per share. The Form 4 states the sale was executed under a Rule 10b5-1 trading plan adopted May 20, 2025, and that the proceeds were used to pay the tax liability from restricted stock units that vested and settled on June 10, 2025. Following the reported transaction, the filing shows 48,194 shares held directly and 612 shares held indirectly by spouse. The Form 4 was signed by an attorney-in-fact on behalf of Ms. Jackson on 08/21/2025.

Positive

• Sale executed under a Rule 10b5-1 trading plan, providing an affirmative defense to insider trading concerns
• Proceeds used to pay tax liability from RSU vesting, indicating a non-speculative reason for the sale
• Director retains substantial direct holdings of 48,194 shares after the sale

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider sale under a pre-established 10b5-1 plan to cover tax obligations; not a large, unexpected disposition.

The sale of 4,531 shares at $7.1027 appears to be a mechanical execution of a trading plan rather than an opportunistic market-timed sale. The filing explicitly ties the sale to tax payment arising from RSU vesting on June 10, 2025, which reduces the likelihood this trade signals changed expectations about American Well's business. Post-transaction holdings remain substantial on a direct basis (48,194 shares), indicating continued equity ownership alignment with shareholders. Impact for investors is limited and primarily administrative.

Corporate Governance Expert

TL;DR: Disclosure aligns with good governance: trade executed under a documented 10b5-1 plan and attorney-in-fact signature provided.

The Form 4 discloses the director relationship and the use of a Rule 10b5-1 plan adopted May 20, 2025, which supports compliance with insider trading rules and provides an affirmative defense. The signature by an attorney-in-fact is clearly indicated with date. There is no indication of unusual timing or volume relative to the director's remaining holdings. From a governance standpoint, the filing satisfies transparency expectations for executive/director transactions.

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)
08/19/2025

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	08/19/2025		S(1)		4,531	D	$7.1027	48,194	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	08/21/2025
	** 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 transaction did Deborah C. Jackson report on Form 4 for AMWL?

She reported a sale of 4,531 Class A common shares on 08/19/2025 at $7.1027 per share.

Why was the sale made according to the filing?

The Form 4 states the sale was made under a Rule 10b5-1 trading plan to pay the tax liability from restricted stock units that vested on June 10, 2025.

How many shares does the reporting person hold after the transaction?

The filing shows 48,194 shares held directly and 612 shares held indirectly by spouse following the transaction.

When was the Form 4 signed and by whom?

The Form 4 was signed by Anna Nesterova as attorney-in-fact for Deborah Jackson on 08/21/2025.

When was the 10b5-1 trading plan adopted?

The Form 4 discloses the trading plan was adopted on May 20, 2025.