Teladoc Health (NYSE: TDOC) CEO reports stock sale and major equity grants

Rhea-AI Filing Summary

Teladoc Health, Inc. director and CEO Charles DiVita III reported a mix of stock sales, grants, and conversions. He sold 50,145 shares of common stock at $5.117 per share in an open-market transaction, with a footnote stating the sale was to cover tax withholding obligations from vesting equity awards. After this sale, he directly held 327,862 common shares.

DiVita also acquired 692,041 restricted stock units and 23,591 performance stock units, each representing a contingent right to receive one share of Teladoc common stock on a one-for-one basis, subject to vesting schedules tied in part to 2025 financial metrics. Additional exercises and conversions of 169,107 and 7,864 derivative units into common shares were reported, reflecting ongoing equity-based compensation activity.

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

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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^*

DIVITA CHARLES III

(Last) (First) (Middle)

C/O TELADOC HEALTH, INC.,

155 E 44TH ST, SUITE 1700

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Teladoc Health, Inc. [ TDOC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2022

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
Common Stock	02/27/2022		M		169,107	A	(1)	370,143	D
Common Stock	02/27/2026		M		7,864	A	(2)	378,007	D
Common Stock	03/02/2026		S		50,145(3)	D	$5.117	327,862	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
Restricted Stock Units	(1)	02/27/2026		M			169,107	(4)	(4)	Common Stock	169,107	$0	338,215	D
Performance Stock Units	(5)	02/27/2026		A		23,591(6)		(7)	(7)	Common Stock	23,591	$0	23,591	D
Performance Stock Units	(2)	02/27/2026		M			7,864	(8)	(8)	Common Stock	7,864	$0	15,727	D
Restricted Stock Units	(9)	03/01/2026		A		692,041		(10)	(10)	Common Stock	692,041	$0	692,041	D

Explanation of Responses:

1. Restricted stock units convert to shares of TDOC common stock on a one-for-one basis.

2. Performance stock units convert to shares of TDOC common stock on a one-for-one basis.

3. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's performance stock unit and restricted stock unit awards.

4. On March 1, 2025, the reporting person was granted 507,322 restricted stock units, vesting one-third on March 1, 2026, with the remainder vesting in eight substantially equal quarterly installments thereafter. The reporting person's previous Form 4 filing incorrectly listed the number of restricted stock units granted as 507,332 instead of 507,322 due to a typo which has been corrected in this Form 4.

5. Each performance stock unit represents a contingent right to receive one share of TDOC common stock.

6. Performance award amount determined based on metrics in respect of the issuer's 2025 financial results.

7. The performance stock units vest as to one-third on March 1, 2026, with the remainder vesting in eight substantially equal quarterly installments thereafter.

8. On March 1, 2026, the reporting person earned 23,591 performance stock units, vesting one-third on March 1, 2026, with the remainder vesting in eight substantially equal quarterly installments thereafter.

9. Each restricted stock unit represents a contingent right to receive one share of TDOC common stock.

10. One-third of the restricted stock units vest on the first anniversary of the grant date, with the remainder vesting in eight substantially equal quarterly installments thereafter.

Remarks:

	/s/ Adam C. Vandervoort, Attorney-in-Fact	03/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What did Teladoc (TDOC) CEO Charles DiVita sell in this Form 4 filing?

Charles DiVita sold 50,145 shares of Teladoc common stock at $5.117 per share. A footnote explains these shares were sold to cover tax withholding obligations arising from the vesting of his restricted stock unit and performance stock unit awards, rather than as a discretionary open-market sale.

What new equity awards did the Teladoc (TDOC) CEO receive?

The CEO received 692,041 restricted stock units and 23,591 performance stock units. Each unit represents a contingent right to receive one Teladoc common share on a one-for-one basis, subject to stated vesting schedules that begin on March 1, 2026 and continue in quarterly installments thereafter.

How many Teladoc (TDOC) shares does the CEO hold after these transactions?

After the reported transactions, Charles DiVita directly holds 327,862 shares of Teladoc common stock. This figure reflects the effect of the 50,145-share sale to cover tax withholding as well as multiple exercises and conversions of restricted and performance stock units into common shares reported in this Form 4.

How do the restricted and performance stock units in this Teladoc (TDOC) filing work?

Each restricted stock unit and performance stock unit converts into one Teladoc common share. The performance stock units are based on metrics tied to the company’s 2025 financial results, and both types of units generally vest one-third on March 1, 2026, with remaining portions vesting in eight quarterly installments.

Does this Teladoc (TDOC) Form 4 correct any prior reporting errors?

Yes. A footnote explains that a previous Form 4 mistakenly reported 507,332 restricted stock units granted on March 1, 2025, instead of the correct number, 507,322. This filing clarifies that prior grant amount while also detailing the CEO’s new grants, vesting, and related tax-withholding share sale.