Teladoc insider Nueno converts stock units and executes sell-to-cover; 22,359 shares held

Rhea-AI Filing Summary

Carlos Nueno, President, International at Teladoc Health, Inc. (TDOC), reported stock-unit conversions and a small sale to cover taxes. On 08/29/2025 Mr. Nueno had 1,056 performance stock units convert to common shares and two restricted stock unit vesting events converting 3,100 and 4,556 RSUs into common shares. Following those conversions his reported beneficial ownership rose stepwise to 26,357 shares. On 09/02/2025 he sold 3,998 shares at $7.585 per share to satisfy tax withholding, leaving 22,359 shares reported as beneficially owned. The filing also shows the counts of derivative awards remaining after the transactions: 1,056 performance-stock-unit underlying shares and restricted-stock-unit balances of 3,100 and 4,556 as reported in Table II. The transactions were reported on a Form 4 signed by an attorney-in-fact on 09/03/2025.

Positive

• Vesting of equity awards increased reported beneficial ownership before tax withholding
• Timely and clear reporting with explanation of awards and tax withholding, and attorney-in-fact signature

Negative

• Sell-to-cover transaction reduced free shares by 3,998 at $7.585, lowering reported beneficial ownership to 22,359 shares

Insights

Financial Analyst

TL;DR: Routine vesting and tax-related sale; net shares increased then were partially sold to satisfy withholding.

The filing documents scheduled vesting conversions of performance stock units and restricted stock units into common shares on 08/29/2025, which increased Mr. Nueno's beneficial ownership to 26,357 shares before a tax-withholding sale on 09/02/2025. The sale of 3,998 shares at $7.585 appears solely related to covering tax obligations from vesting. This is a non-operational, compensation-driven change in holdings rather than a discretionary market sale or strategic transaction.

Corporate Governance Expert

TL;DR: Compensation awards vesting disclosed; insider complied with reporting and used a sell-to-cover for taxes.

The Form 4 shows standard disclosure for executive compensation vesting and a subsequent sell-to-cover for tax withholding. The filing includes clear explanations tying the share increases to performance stock units and restricted stock units granted in 2023 and 2024. Reporting appears timely and complete, with an attorney-in-fact signature on 09/03/2025, consistent with governance norms for insider reporting.

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^*

Nueno Carlos

(Last) (First) (Middle)

C/O TELADOC HEALTH, INC.,

155 E 44TH ST, FLOOR 17

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President, International

3. Date of Earliest Transaction (Month/Day/Year)
08/29/2025

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
Common Stock	08/29/2025		M		1,056	A	(1)	18,701	D
Common Stock	08/29/2025		M		3,100	A	(2)	21,801	D
Common Stock	08/29/2025		M		4,556	A	(2)	26,357	D
Common Stock	09/02/2025		S		3,998(3)	D	$7.585	22,359	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
Performance Stock Units	(1)	08/29/2025		M			1,056	(4)	(4)	Common Stock	1,056	$0	2,117	D
Restricted Stock Units	(2)	08/29/2025		M			3,100	(5)	(5)	Common Stock	3,100	$0	6,202	D
Restricted Stock Units	(2)	08/29/2025		M			4,556	(6)	(6)	Common Stock	4,556	$0	27,338	D

Explanation of Responses:

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

2. Restricted 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, 2024, the reporting person earned 12,679 performance stock units, vesting one-third on March 1, 2024, with the remainder vesting in eight substantially equal quarterly installments thereafter.

5. On March 3, 2023, the reporting person was granted 37,202 restricted stock units, vesting one-third on March 1, 2024, with the remainder vesting in eight substantially equal quarterly installments thereafter.

6. On March 19, 2024, the reporting person was granted 54,675 restricted stock units, vesting one-third on the first anniversary of the grant date, with the remainder vesting in eight substantially equal quarterly installments beginning on June 1, 2025.

Remarks:

	/s/ Adam C. Vandervoort, Attorney-in-Fact	09/03/2025
	** 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.

FAQ

What transactions did Carlos Nueno report on the TDOC Form 4?

He reported conversions of 1,056 performance stock units and 3,100 plus 4,556 restricted stock units into common shares on 08/29/2025, and a sale of 3,998 shares on 09/02/2025 at $7.585 per share to cover taxes.

How many TDOC shares did Mr. Nueno beneficially own after these transactions?

After the sale the Form 4 reports Mr. Nueno beneficially owned 22,359 shares of Teladoc Health common stock.

Why were shares sold on 09/02/2025 according to the filing?

The filing states the shares were sold to cover the tax withholding obligation arising from the vesting of performance stock units and restricted stock units.

Which equity awards converted to common stock in this filing?

Performance stock units (1,056) and restricted stock units (3,100 and 4,556) converted to common stock on 08/29/2025 as reported.

Who signed the Form 4 and when was it dated?

The Form 4 bears the signature of Adam C. Vandervoort as attorney-in-fact and is dated 09/03/2025.