Teladoc Health (NYSE: TDOC) increases 2023 inducement plan to 7,280,000 shares

Rhea-AI Filing Summary

Teladoc Health, Inc. reported that on December 9, 2025 it amended its 2023 Employment Inducement Incentive Award Plan. The amendment increases the number of shares of common stock reserved for issuance under the 2023 Inducement Plan by 1,780,000 shares, bringing the total reserve to 7,280,000 shares of common stock.

This plan is used to grant equity awards to new employees as inducement for joining the company. Teladoc notes that the 2023 Inducement Plan was adopted by the Board without stockholder approval in reliance on NYSE Rule 303A.08, which permits certain inducement awards without a shareholder vote.

FALSE0001477449New YorkNY1001700014774492025-12-092025-12-09

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) December 9, 2025

___________________________________

Teladoc Health, Inc.

(Exact name of registrant as specified in its charter)

___________________________________

Delaware (State or other jurisdiction of incorporation or organization)			001-37477 (Commission File Number)			04-3705970 (I.R.S. Employer Identification Number)
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 12b-2 of the Exchange Act.

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.

On December 9, 2025, Teladoc Health, Inc. (the "Company" or "we") amended its 2023 Employment Inducement Incentive Award Plan (as amended, the “2023 Inducement Plan”) solely to increase the number of shares of common stock, par value $0.001 per share (“Common Stock”), reserved for issuance under the 2023 Inducement Plan by 1,780,000 shares, to a new total of 7,280,000 shares of Common Stock. The amendment to the Inducement Plan is filed as Exhibit 10.1 hereto and incorporated herein by reference. As previously disclosed, the 2023 Inducement Plan was adopted by the Board without stockholder approval pursuant to NYSE Rule 303A.08.

Item 9.01.    Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Third Amendment to Teladoc Health, Inc. 2023 Employment Inducement Award Plan.
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: December 12, 2025

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

FAQ

What did Teladoc Health (TDOC) change in its 2023 Inducement Plan?

Teladoc Health amended its 2023 Employment Inducement Incentive Award Plan to increase the shares of common stock reserved for issuance under the plan.

How many additional shares did Teladoc Health (TDOC) add to the 2023 Inducement Plan?

The amendment adds 1,780,000 shares of common stock to the 2023 Inducement Planincreasing the pool available for inducement equity awards.

What is the new total share reserve under Teladoc Healths 2023 Inducement Plan?

After the amendment, the 2023 Employment Inducement Incentive Award Plan reserves a total of 7,280,000 shares of Teladoc Health common stock.

Does the Teladoc Health (TDOC) 2023 Inducement Plan have stockholder approval?

Teladoc states that the 2023 Inducement Plan was adopted by the Board without stockholder approval in reliance on NYSE Rule 303A.08.

What is the purpose of Teladoc Healths 2023 Employment Inducement Incentive Award Plan?

The plan is designed to grant equity inducement awards to new employees, using reserved shares of Teladoc Health common stock as part of compensation offers.

Where can investors find the exact terms of Teladoc Healths latest plan amendment?

The Third Amendment to the 2023 Employment Inducement Award Plan is filed as Exhibit 10.1 and incorporated by reference.