Michael Smith joins Teladoc Health (NYSE: TDOC) board, Q4 results date set

Rhea-AI Filing Summary

Teladoc Health expanded its board of directors and appointed Michael Smith as a new independent director, effective February 18, 2026. He was also named to the audit committee and the nominating and corporate governance committee, and is designated an “audit committee financial expert” under SEC and NYSE rules.

Smith brings more than three decades of experience in insurance and financial services, including senior roles at Voya Financial and Lincoln Financial, and currently serves as Executive Chairman of Talcott Financial Group. Teladoc Health also announced it will release fourth quarter 2025 results on February 25, 2026, followed by a conference call at 5:00 p.m. ET.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

___________________________________

FORM 8-K

___________________________________

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) February 18, 2026

___________________________________

Teladoc Health, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation)			001-37477 (Commission File Number)			04-3705970 (I.R.S. Employer Identification No.)
155 E 44th Street Suite 1700 New York, NY 10017
(Address of principal executive offices and zip code)
(203) 635-2002
(Registrant's telephone number, including area code)

___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:
Title of each class			Trading Symbol			Name of each exchange on which registered
Common stock, par value $0.001 per share			TDOC			The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company    ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective February 18, 2026, the Board of Directors (the “Board”) of Teladoc Health, Inc. (the “Company”) increased the number of directors on the Board to ten and appointed Michael S. Smith as a director of the Company. Mr. Smith was additionally appointed to each of the audit committee and the nominating and corporate governance committee of the Board. The Board has determined that Mr. Smith is an independent director within the meaning of the New York Stock Exchange listing standards and is an “audit committee financial expert” under Securities and Exchange Commission (the “SEC”) and New York Stock Exchange rules.

There are no arrangements or understandings between Mr. Smith and any other person pursuant to which he was selected as a director. There are no transactions involving the Company and Mr. Smith that the Company would be required to report pursuant to Item 404(a) of Regulation S-K.

Mr. Smith will have the same director indemnification arrangement as do the Company’s other directors appointed since October 2020, the form of agreement for which was filed with the SEC on March 1, 2021 as Exhibit 10.2 to the Company’s Annual Report on Form 10-K. Mr. Smith will be eligible to participate in the compensation arrangements and programs that are established for the Company’s non-employee directors, as in effect from time to time, which are described in the Company’s Proxy Statement on Schedule 14A filed with the SEC on April 8, 2025.

Effective following the resignation of Thomas G. McKinley from the Board on February 20, 2026, as disclosed on the Company's Form 8-K filed on February 12, 2026, the number of directors on the Board will decrease to nine.

Item 7.01    Regulation FD.

On February 18, 2026, the Company issued a press release regarding the matter discussed in Item 5.02 of this Current Report. A copy of the press release is furnished herewith as Exhibit 99.1.

The information furnished under this Item 7.01 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
99.1						Teladoc Health, Inc. press release, dated February 18, 2026.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: February 18, 2026

Teladoc Health, Inc.
By:			/s/ Adam C. Vandervoort
Name:			Adam C. Vandervoort
Title:			Chief Legal Officer and Secretary

Exhibit 99.1

Teladoc Health Appoints Michael Smith, Experienced Insurance and Financial Services Executive, to Its Board of Directors

NEW YORK, February 18, 2026 -- Teladoc Health (NYSE: TDOC), the global leader in virtual care, today announced the appointment of Michael Smith to its board of directors. With more than three decades of leadership experience in financial management and strategic transformation, Mr. Smith brings a deep understanding of long-term business sustainability within highly regulated, global markets. He joins the board following the previously announced retirements of Eric Evans and Thomas McKinley and will serve on the board’s audit and nominating and corporate governance committees.

“Michael's experience leading enterprise transformations makes him a strong addition to the Board,” said Kenneth H. Paulus, the non-executive Chairman of the Teladoc Health board. “As the company continues to scale and innovate, his perspective will be valuable in helping accelerate strategic focus for the company’s next phase of long‑term growth.”

Mr. Smith is the former Vice Chair and Chief Financial Officer of Voya Financial, a leading health, wealth, and investment company, where he played an integral role in the company's transformation from a traditional insurance business to a market leader in retirement, investment and workplace benefits. He held senior executive roles in Actuarial, Finance, Operations and Risk Management during more than 20 years at Lincoln Financial. He currently serves as Executive Chairman of Talcott Financial Group, an international life insurance and risk management firm with $130 billion in assets under management. Mr. Smith holds an undergraduate degree from the University of Michigan, is a Fellow of the Society of Actuaries, and is a CFA® charterholder.

“Teladoc Health’s mission to transform high‑quality care with technology is more important than ever,” said Smith. “I’m pleased to join the Board and bring my experience leading transformational change and sustainable value creation.”

Teladoc Health will release fourth quarter 2025 results on Wednesday, February 25, 2026, after the market closes. In conjunction, the company will host a conference call to review results at 5:00 p.m. ET on the same day.

About Teladoc Health

Teladoc Health (NYSE: TDOC) is the global leader in virtual care. The company is delivering and orchestrating care across patients, care providers, platforms, and partners — transforming virtual care into a catalyst for how better health happens. Through our relationships with health plans, employers, providers, health systems and consumers, we are enabling more access, driving better outcomes, extending provider capacity and lowering costs. Learn more at teladochealth.com.

FAQ

What did Teladoc Health (TDOC) announce in its latest 8-K?

Teladoc Health announced the appointment of Michael Smith as an independent director and committee member. The company also disclosed plans to release fourth quarter 2025 results on February 25, 2026, followed by a conference call to discuss the financial performance and business trends.

Who is Michael Smith, the new Teladoc Health (TDOC) board member?

Michael Smith is an experienced insurance and financial services executive with over three decades of leadership. He previously served as Vice Chair and Chief Financial Officer of Voya Financial and now is Executive Chairman of Talcott Financial Group, bringing deep expertise in finance, risk management, and strategic transformation.

Which Teladoc Health board committees will Michael Smith join?

Michael Smith will serve on Teladoc Health’s audit committee and its nominating and corporate governance committee. The board has determined he is an independent director and an “audit committee financial expert,” supporting oversight of financial reporting, controls, and governance practices across the company’s global virtual care operations.

When will Teladoc Health (TDOC) report its Q4 2025 earnings?

Teladoc Health plans to release fourth quarter 2025 results on Wednesday, February 25, 2026, after the market closes. Management will host a conference call at 5:00 p.m. Eastern Time that same day to review results and discuss business developments across its virtual care platform.

How does Michael Smith’s background align with Teladoc Health’s business?

Michael Smith has extensive experience in financial management and risk oversight within regulated, global markets, including transforming Voya Financial’s business. This background aligns with Teladoc Health’s focus on scaling virtual care, managing complex payer relationships, and supporting long-term business sustainability in healthcare and insurance ecosystems.

Did Teladoc Health disclose any related-party transactions with Michael Smith?

Teladoc Health stated there are no transactions with Michael Smith requiring disclosure under Item 404(a) of Regulation S-K. The company also noted there are no arrangements or understandings with any other person pursuant to which he was selected, underscoring standard independent director appointment practices.

Filing Exhibits & Attachments

5 documents

Press Releases

• EX-99.1 EX-99.1 4.7 KB

Other Documents

• EX-101 XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 2.0 KB
• EX-101 XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT 15.0 KB
• EX-101 XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT 26.4 KB
• EX-101 XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT 15.7 KB