American Well (AMWL) CAO McNeice reports 113-share sell to cover RSU tax

Rhea-AI Filing Summary

Paul Francis McNeice, Chief Accounting Officer and director of American Well Corporation (AMWL), reported a single transaction on Form 4. On 09/02/2025 he sold 113 shares of Class A common stock at $6.7815 per share, and following the sale he beneficially owns 3,892 shares directly. The filing states the shares were sold to pay the tax liability from restricted stock units that vested and settled on 09/01/2025, executed as an automatic "sell to cover" and not a discretionary trade by the reporting person. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive

• Sale was a documented "sell to cover" tied to RSU vesting, indicating the transaction was compensatory tax withholding rather than discretionary insider selling.
• Form 4 includes full disclosure of dates, price ($6.7815), quantity (113 shares), and post-transaction ownership (3,892 shares), aiding transparency.

Negative

• Direct holding decreased by 113 shares following the reported sale.

Insights

Financial Analyst

TL;DR: Small, routine insider sale to cover RSU taxes; no discretionary trading indicated, so limited market-significance.

The filing documents a narrow, non-discretionary disposition of 113 Class A shares at $6.7815 to satisfy tax obligations from RSU vesting on 09/01/2025. The reporting person retains 3,892 shares following the sale. Because the sale is explicitly described as an automatic "sell to cover" tied to compensation-related vesting rather than a voluntary cash-raising or strategic sale, this event is informational for share-count tracking but does not by itself indicate a change in executive intent or company fundamentals.

Corporate Governance Expert

TL;DR: Governance disclosure is complete and timely; transaction cites routine tax withholding from equity compensation.

The Form 4 properly lists the reporting person, relationship (Officer and Director), transaction date, quantity sold, price per share, and post-transaction ownership. The explanatory note clarifies the sale was an automatic, plan-driven withholding to cover RSU taxes, which aligns with common corporate equity-compensation practices and reduces concerns about opportunistic insider selling. Documentation was signed by an attorney-in-fact on 09/04/2025, consistent with permitted representation.

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^*

McNeice Paul Francis

(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)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/02/2025

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	09/02/2025		S(1)		113	D	$6.7815	3,892	D

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 September 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 Paul McNeice	09/04/2025
	** 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.
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FAQ

What did AMWL insider Paul McNeice report on Form 4?

The filing reports a sale of 113 Class A shares on 09/02/2025 at $6.7815 per share, leaving 3,892 shares beneficially owned.

Why were the shares sold by Paul McNeice (AMWL)?

The Form 4 states the shares were sold to pay the tax liability arising from the vesting and settlement of restricted stock units on 09/01/2025 via an automatic "sell to cover".

Was the sale a discretionary trade by the reporting person?

No. The filing says the sales were effected through an automatic 'sell to cover' transaction and did not represent a discretionary trade by the reporting person.

How and when was the Form 4 signed?

The Form 4 was signed by Anna Nesterova as attorney-in-fact for Paul McNeice on 09/04/2025.

What is Paul McNeice's role at American Well (AMWL)?

The filing lists Paul Francis McNeice as a Director and Officer with the title Chief Accounting Officer.