American Well Director Executes 10b5-1 Sale to Cover RSU Taxes

Rhea-AI Filing Summary

The filing shows that Deborah C. Jackson, a director of American Well Corporation (AMWL), sold 4,531 shares of Class A common stock on 09/02/2025 at a price of $6.7886 per share. The Form 4 states the sale was executed under a Rule 10b5-1 trading plan adopted on 05/20/2025 to cover tax liabilities arising from the vesting and settlement of restricted stock units on 06/10/2025. After the reported sale, the filing lists 43,663 Class A shares as directly beneficially owned and 612 Class A shares as indirectly owned by spouse. The form is signed by an attorney-in-fact on behalf of the reporting person.

Insights

Financial Analyst

TL;DR: Director sold a small block of shares under a pre-established 10b5-1 plan to cover RSU tax obligations; ownership remains material but reduced.

The reported sale of 4,531 shares at $6.7886 was executed under a Rule 10b5-1 plan dated 05/20/2025 and was explicitly to satisfy tax liabilities from RSUs that vested on 06/10/2025. The transaction is routine in nature for executives receiving equity compensation and is disclosed promptly via Form 4. The filing provides clear post-transaction beneficial ownership counts: 43,663 shares direct and 612 indirect by spouse. There are no additional derivative transactions or amendments disclosed.

Corporate Governance Expert

TL;DR: Transaction appears procedural and pre-planned; timing and 10b5-1 disclosure reduce concerns about opportunistic insider trading.

The Form 4 explicitly states the sale was made pursuant to a 10b5-1 trading plan adopted on 05/20/2025 and used to pay tax liabilities from RSU settlement on 06/10/2025. The presence of a signed attorney-in-fact attestation indicates proper execution of the filing. The report covers a single class of common stock and lists both direct and indirect holdings. No indications of material non-routine corporate actions or derivative activity are present in this filing.

Insider Trade Summary

Net Seller: 4,531 shares

Net Sell 2 txns

Insider Jackson Deborah C

Role Director

Sold 4,531 shs ($31K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	4,531	$6.7886	$31K
holding	Class A Common	--	--	--

Holdings After Transaction: Class A Common Stock — 43,663 shares (Direct); Class A Common — 612 shares (Indirect, By Spouse)

Footnotes (1)

1. F1. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/04/2025 - 07:59 PM Learn about SEC filing dates

FAQ

What shares did Deborah C. Jackson sell according to the AMWL Form 4?

The filing reports a sale of 4,531 shares of Class A common stock on 09/02/2025 at $6.7886 per share.

Why was the sale executed according to the Form 4 for AMWL?

The sale was effected under a Rule 10b5-1 trading plan adopted on 05/20/2025 to pay tax liabilities from RSUs that vested on 06/10/2025.

How many AMWL shares does the reporting person own after the transaction?

The Form 4 lists 43,663 Class A shares as directly beneficially owned and 612 Class A shares as indirectly owned by spouse after the transaction.

When was the Form 4 signed and by whom?

The Form 4 is signed by /s/ Anna Nesterova as attorney-in-fact for Deborah Jackson with a signature date of 09/04/2025.

Does the filing disclose any derivative transactions or amendments?

No derivative securities or amendments are disclosed in this Form 4; only the non-derivative sale is reported.

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)
09/02/2025

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)		4,531	D	$6.7886	43,663	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	09/04/2025
	** 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.