Teladoc Insider Bliss Kelly: PSU/RSU Grants and Sell-to-Cover at $7.585

Rhea-AI Filing Summary

Bliss Kelly, President, U.S. Group Health at Teladoc Health (TDOC), reported equity award activity and a small sale to cover taxes. On 08/29/2025 she received 1,189 performance stock units (convertible one-for-one to common shares) and two restricted stock unit grants of 3,488 and 4,858 units. A sale on 09/02/2025 disposed of 4,700 shares at $7.585 per share to satisfy tax withholding related to vesting. After the reported transactions, the filing shows Ms. Kelly beneficially owned 55,101 shares of common stock and held derivative/award balances underlying 2,375, 6,976, and 29,151 shares in the listed award categories.

Positive

• Receipt of equity awards (1,189 PSUs and 3,488 + 4,858 RSUs) aligning executive compensation with shareholder value
• Clear disclosure of vesting schedules and tax-related sale, meeting Section 16 reporting requirements

Negative

• Sell-to-cover transaction of 4,700 shares indicates immediate dilution of the reporting person's direct holdings
• Share price at sale ($7.585) may reflect limited near-term value realization for the vested awards

Insights

Financial Analyst

TL;DR: Insider received multiple equity awards and completed a routine sell-to-cover tax transaction; holdings modest relative to company scale.

The Form 4 documents standard employee equity vesting and grants: a performance stock unit conversion and two restricted stock unit grants on 08/29/2025, followed by a sale of 4,700 shares on 09/02/2025 at $7.585 to satisfy tax withholding. These are compensatory events rather than open-market investment decisions. The reported post-transaction direct beneficial ownership of 55,101 shares and the listed underlying award balances quantify her ongoing economic exposure to TDOC equity. For investors, this is routine insider compensation activity with limited immediate market impact.

Corporate Governance Expert

TL;DR: Transactions reflect routine executive compensation vesting and administrative sell-to-cover; no change in control or unusual disposition.

The filing shows vesting-related conversions and previously granted restricted stock units becoming reportable under Section 16. The sale is explicitly described as shares sold to cover tax withholding for the vesting events. There is no indication of discretionary large-scale liquidation or a contract-based trading plan referenced in the form. From a governance perspective, these disclosures align with standard compensation practices and reporting obligations.

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
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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^*

Bliss Kelly

(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, U.S. Group Health

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		1,189	A	(1)	51,455	D
Common Stock	08/29/2025		M		3,488	A	(2)	54,943	D
Common Stock	08/29/2025		M		4,858	A	(2)	59,801	D
Common Stock	09/02/2025		S		4,700(3)	D	$7.585	55,101	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			1,189	(4)	(4)	Common Stock	1,189	$0	2,375	D
Restricted Stock Units	(2)	08/29/2025		M			3,488	(5)	(5)	Common Stock	3,488	$0	6,976	D
Restricted Stock Units	(2)	08/29/2025		M			4,858	(6)	(6)	Common Stock	4,858	$0	29,151	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 14,263 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 41,853 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 58,300 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.
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FAQ

What insider transactions did Bliss Kelly report for TDOC?

The Form 4 shows Bliss Kelly received 1,189 performance stock units and 3,488 plus 4,858 restricted stock units on 08/29/2025, and sold 4,700 shares on 09/02/2025 at $7.585 per share to cover tax withholding.

Why were shares sold on 09/02/2025 in the Form 4?

The filing states the 4,700 shares were sold to cover tax withholding obligations arising from the vesting of performance stock units and restricted stock units.

How many TDOC shares does Bliss Kelly beneficially own after these transactions?

After the reported transactions the Form 4 shows 55,101 shares of common stock beneficially owned.

Do the performance and restricted stock units convert to common shares?

Yes. The filing states performance stock units and restricted stock units convert one-for-one into TDOC common stock.

Are vesting schedules disclosed in the filing?

Yes. The filing notes the PSU and RSU grants include vesting schedules with initial one-third vesting dates and remaining vesting in substantially equal quarterly installments as described in the explanations.