American Well Insider Sell-to-Cover: 25,605 Shares Disposed

Rhea-AI Filing Summary

Dmitry Zamansky, Chief Product & Technology Officer of American Well Corporation (AMWL), reported a sale of 25,605 shares of Class A common stock on 09/03/2025 at a price of $6.7724 per share. After the transaction, he beneficially owned 197,711 shares. The Form 4 states the sale was a non-discretionary "sell to cover" to pay tax liabilities arising from the vesting and settlement of restricted stock units on the same date. The filing is signed by an attorney-in-fact on behalf of Mr. Zamansky on 09/04/2025. The disclosure indicates routine insider tax-related selling rather than a voluntary open-market trade by the reporting person.

Positive

• Timely disclosure of the insider transaction via Form 4
• Sale identified as non-discretionary "sell to cover", clarifying purpose tied to RSU tax liabilities
• Remaining beneficial ownership (197,711 shares) is disclosed for transparency

Negative

• Insider's beneficial ownership decreased by 25,605 Class A shares due to the sale
• Sale price of $6.7724 per share realized on the transaction date

Insights

Securities Analyst

TL;DR: A routine tax-driven sell-to-cover reduced an insider's holdings by 25,605 shares; disclosure is timely and non-discretionary.

The Form 4 shows a sale on 09/03/2025 of 25,605 Class A shares at $6.7724 to satisfy tax obligations from RSU vesting, leaving 197,711 shares beneficially owned. This is a common practice among executives upon vesting and is explicitly described as non-discretionary, which limits interpretive weight regarding insider sentiment. The filing provides necessary transparency for market participants and complies with Section 16 reporting requirements.

Corporate Governance Expert

TL;DR: Disclosure aligns with governance best practices: timing and purpose of sale are documented and filed promptly.

The reported transaction documents the method and purpose — an automatic "sell to cover" tied to RSU settlement — and the Form 4 was signed by an authorized attorney-in-fact on 09/04/2025. Such detail supports good governance by clarifying that the sale was to cover tax liabilities rather than a discretionary disposition. The remaining beneficial ownership figure is provided, enabling stakeholders to track insider holdings accurately.

Insider Trade Summary

Net Seller: 25,605 shares

Net Sell 1 txn

Insider Zamansky Dmitry

Role Chief Product & Tech. Officer

Sold 25,605 shs ($173K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	25,605	$6.7724	$173K

Holdings After Transaction: Class A Common Stock — 197,711 shares (Direct)

Footnotes (1)

1. F1. 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 3, 2025. The sales were effected through and automatic "sell to cover" transaction that did not represent a discretionary trade by the reporting person.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/04/2025 - 08:00 PM Learn about SEC filing dates

FAQ

What transaction did Dmitry Zamansky report on Form 4 for AMWL?

The filing reports a sale of 25,605 Class A shares on 09/03/2025 at $6.7724 per share.

Why were the AMWL shares sold according to the Form 4?

The Form 4 states the sales were effected as an automatic "sell to cover" to pay tax liabilities arising from the vesting and settlement of restricted stock units.

How many AMWL shares does Dmitry Zamansky beneficially own after the reported sale?

The filing shows he beneficially owned 197,711 Class A shares following the transaction.

When was the Form 4 signed and who signed it?

The Form 4 was signed on behalf of Dmitry Zamansky by Anna Nesterova as attorney-in-fact on 09/04/2025.

Does the Form 4 indicate the sale was a discretionary trade?

No. The Form 4 specifies the sale was an automatic sell to cover and did not represent a discretionary trade by the reporting person.

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^*

Zamansky Dmitry

(Last) (First) (Middle)

C/O 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 Product & Tech. Officer

3. Date of Earliest Transaction (Month/Day/Year)
09/03/2025

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	09/03/2025		S(1)		25,605	D	$6.7724	197,711	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 3, 2025. The sales were effected through and automatic "sell to cover" transaction that did not represent a discretionary trade by the reporting person.

Remarks:

Chief Product & Technology Officer

	/s/ Anna Nesterova as attorney-in-fact for Dmitry Zamansky	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.