American Well insider sell-to-cover: Gotlib 4,781 shares

Rhea-AI Filing Summary

Phyllis Gotlib, President, International of American Well Corp (AMWL), reported a non-discretionary sale of 4,781 shares of Class A common stock on 09/02/2025 at $6.7815 per share to satisfy tax withholding from restricted stock units that vested on 09/01/2025. After the transaction she beneficially owns 132,110 shares directly; an additional 114,250 shares are reported indirectly through her husband. The sale was an automatic "sell-to-cover" and was not a discretionary trade. The Form 4 was signed by an attorney-in-fact on 09/04/2025.

Positive

• Transparent disclosure of the reason for the sale (tax withholding from vested RSUs)
• Sale was non-discretionary (automatic sell-to-cover), reducing signaling risk
• Post-transaction beneficial ownership is clearly reported (132,110 direct; 114,250 indirect)

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider tax-related sale; no indication of discretionary selling or material change to ownership stake.

The Form 4 documents a small, routine disposition of 4,781 shares via an automatic sell-to-cover executed to pay taxes on vested RSUs. The reported sale price of $6.7815 per share and the explicit explanation reduce the likelihood this reflects a change in view on company fundamentals. Post-transaction direct ownership of 132,110 shares and indirect ownership of 114,250 shares remain disclosed, preserving transparency about insider holdings.

Corporate Governance Expert

TL;DR: Proper, timely disclosure of a non-discretionary transaction consistent with Section 16 obligations.

The filing clearly states the sale was to cover tax liabilities from RSU vesting and was processed automatically, which aligns with standard compliance practice for equity compensation. The Form 4 includes the reporting person's role and specifies direct and indirect ownership, supporting governance transparency. No material governance concerns are evident from this single filing.

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
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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)
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)		4,781	D	$6.7815	132,110	D
Class A Common								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 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 Phyllis Gotlib	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.
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 Phyllis Gotlib report on Form 4 for AMWL?

The report discloses a sale of 4,781 shares of Class A common stock on 09/02/2025 at $6.7815 per share.

Why were the shares sold according to the Form 4?

The shares were sold in an automatic sell-to-cover transaction to pay the tax liability arising from restricted stock units that vested on 09/01/2025.

How many shares does Gotlib beneficially own after the reported sale?

After the sale she beneficially owns 132,110 shares directly; an additional 114,250 shares are reported as indirect ownership by her husband.

Was the reported sale discretionary or automatic?

The Form 4 states the sale was an automatic sell-to-cover and did not represent a discretionary trade by the reporting person.

When was the Form 4 signed and by whom?

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