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Teladoc (TDOC) Insider Files Form 4; 10b5-1 Sale Disclosed

Filing Impact
(Neutral)
Filing Sentiment
(Negative)
Form Type
4

Rhea-AI Filing Summary

Teladoc Health insider transactions by Fernando M. Rodrigues Reporting person Fernando M. Rodrigues, President of BetterHelp, reported restricted stock unit vesting and subsequent sales. On 08/29/2025, 5,491 and 1,041 restricted stock units were deemed acquired and converted one-for-one into shares. On 09/02/2025, 2,383 shares were sold at $7.585 per share to cover tax withholding related to the RSU vesting. On 09/03/2025, an additional 4,149 shares were sold at $7.59 per share under a Rule 10b5-1 plan adopted November 18, 2024 and amended November 27, 2024. Following these transactions the reporting person beneficially owned 27,457 shares and had 6,252 shares outstanding from recent grants.

Positive

  • Transactions disclosed transparently with explanations for RSU conversion and tax withholding
  • Sales executed under a Rule 10b5-1 trading plan, indicating pre-established trading instructions

Negative

  • Insider sold shares (2,383 and 4,149 shares), which may be interpreted by some investors as insider selling

Insights

TL;DR: Routine RSU vesting and tax-related sale disclosed; sales executed under a pre-existing 10b5-1 plan.

The Form 4 shows restricted stock units converting to common stock on 08/29/2025 and subsequent share sales on 09/02/2025 and 09/03/2025. The 09/02 sale of 2,383 shares at $7.585 was for tax withholding on vesting. The 09/03 sale of 4,149 shares was effected pursuant to a Rule 10b5-1 trading plan adopted in 2024. These are standard insider reporting items and do not, by themselves, indicate a change in company fundamentals.

TL;DR: Disclosure aligns with governance best practices; use of 10b5-1 provides procedural protection.

The filer checked the box indicating transactions pursuant to a written plan under Rule 10b5-1. The Form 4 discloses grant schedules for RSUs from December 1, 2023 and March 19, 2024 and shows conversion mechanics. The filing includes signatures and required explanations, meeting Form 4 requirements for transparency about insider compensation realization and planned dispositions.

Insider Rodrigues Fernando M.
Role President of BetterHelp
Sold 6,532 shs ($50K)
Type Security Shares Price Value
Sale Common Stock 4,149 $7.59 $31K
Sale Common Stock 2,383 $7.585 $18K
Exercise Restricted Stock Units 5,491 $0.00 --
Exercise Restricted Stock Units 1,041 $0.00 --
Exercise Common Stock 5,491 $0.00 --
Exercise Common Stock 1,041 $0.00 --
Holdings After Transaction: Common Stock — 0 shares (Direct); Restricted Stock Units — 27,457 shares (Direct)
Footnotes (1)
  1. Restricted stock units convert to shares of TDOC common stock on a one-for-one basis. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's restricted stock unit awards. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan that was adopted by the reporting person on November 18, 2024 and amended on November 27, 2024. On December 1, 2023, the reporting person was granted 65,894 restricted stock units, vesting one-third on the first anniversary of the grant date, with the remainder vesting in eight substantially equal quarterly installments thereafter. On March 19, 2024, the reporting person was granted 12,500 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.
Form 4 Insider Transactions: What Each Field Means →
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).
X
 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*
Rodrigues Fernando M.
(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 of BetterHelp
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 5,491 A (1) 5,491 D
Common Stock 08/29/2025 M 1,041 A (1) 6,532 D
Common Stock 09/02/2025 S 2,383(2) D $7.585 4,149 D
Common Stock 09/03/2025 S(3) 4,149 D $7.59 0 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) 08/29/2025 M 5,491 (4) (4) Common Stock 5,491 $0 27,457 D
Restricted Stock Units (1) 08/29/2025 M 1,041 (5) (5) Common Stock 1,041 $0 6,252 D
Explanation of Responses:
1. Restricted stock units convert to shares of TDOC common stock on a one-for-one basis.
2. Shares sold to cover the tax withholding obligation in respect of vesting of the reporting person's restricted stock unit awards.
3. The transaction reported in this Form 4 was effected pursuant to a Rule 10b5-1 trading plan that was adopted by the reporting person on November 18, 2024 and amended on November 27, 2024.
4. On December 1, 2023, the reporting person was granted 65,894 restricted stock units, vesting one-third on the first anniversary of the grant date, with the remainder vesting in eight substantially equal quarterly installments thereafter.
5. On March 19, 2024, the reporting person was granted 12,500 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.

Source: View Original Filing on SEC EDGAR

FAQ

What did Fernando M. Rodrigues report on the Form 4 for TDOC?

The filing reports conversion of 5,491 and 1,041 RSUs to common stock on 08/29/2025 and sales of 2,383 shares at $7.585 on 09/02/2025 and 4,149 shares at $7.59 on 09/03/2025.

Were the share sales executed under a trading plan for TDOC insider?

Yes. The 09/03/2025 sale was effected pursuant to a Rule 10b5-1 trading plan adopted on November 18, 2024 and amended November 27, 2024.

Why were some shares sold on 09/02/2025?

The filing states those 2,383 shares were sold to cover the tax withholding obligation related to RSU vesting.

How many shares does the reporting person beneficially own after these transactions?

The Form 4 shows the reporting person beneficially owned 27,457 shares following the reported derivative conversions and had 6,252 shares from recent grants noted.

Which RSU grants are referenced in the filing?

The filing references a 65,894 RSU grant on December 1, 2023 with staggered vesting and a 12,500 RSU grant on March 19, 2024 with scheduled vesting.