Teladoc CLO Reports PSUs/RSUs Vesting; Sells 5,867 Shares to Cover Taxes

Rhea-AI Filing Summary

Adam C. Vandervoort, Chief Legal Officer and Secretary of Teladoc Health, reported equity award vesting and a sale to cover taxes. On 08/29/2025 he was granted 1,505 performance stock units and two restricted stock unit awards of 4,418 and 5,350 RSUs (each converts one-for-one into common stock). The filing shows vesting schedules: the performance units vest one-third on March 1, 2024, then in eight substantially equal quarterly installments; the RSUs follow a similar one-third/quarterly pattern with specified start dates.

On 09/02/2025 he sold 5,867 shares at $7.585 to satisfy tax withholding arising from the vesting, leaving beneficial ownership at 75,179 shares following the reported transactions.

Positive

• Equity awards vest reflect retention-aligned design with one-third initial vesting and subsequent quarterly installments.
• Sell-to-cover is disclosed and appears limited to tax withholding, preserving executive ownership position.

Negative

• Sale of 5,867 shares reduced beneficial ownership, though the filing states it was for tax withholding rather than discretionary selling.

Insights

Securities Analyst

TL;DR: Routine executive equity vesting and a sell-to-cover tax sale; not likely material to TDOC valuation.

The reported transactions are typical compensation mechanics: conversion of PSUs and RSUs into common shares and a contemporaneous sale of 5,867 shares at $7.585 to cover withholding. The net beneficial ownership after these events is 75,179 shares. There is no indication of a discretionary open-market sale for liquidity or signaling; the sale is explicitly to satisfy tax obligations, which reduces the potential governance signal of an opportunistic divestiture.

Corporate Governance Expert

TL;DR: Compensation-driven vesting with standard sell-to-cover; governance implications are routine and disclosure is complete.

Vesting schedules disclosed (one-third then quarterly installments) align with retention-focused equity design. The filing shows appropriate reporting under Section 16. The transactions maintain executive ownership while reflecting standard tax-withholding practices; no departures, option exercises for cash, or unusual derivative activity are disclosed that would raise governance concerns.

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

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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^*

Vandervoort Adam C

(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)
	CHIEF LEGAL OFFICER, SECRETARY

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		1,505	A	(1)	71,278	D
Common Stock	08/29/2025		M		4,418	A	(2)	75,696	D
Common Stock	08/29/2025		M		5,350	A	(2)	81,046	D
Common Stock	09/02/2025		S		5,867(3)	D	$7.585	75,179	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			1,505	(4)	(4)	Common Stock	1,505	$0	3,015	D
Restricted Stock Units	(2)	08/29/2025		M			4,418	(5)	(5)	Common Stock	4,418	$0	8,836	D
Restricted Stock Units	(2)	08/29/2025		M			5,350	(6)	(6)	Common Stock	5,350	$0	32,100	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. The performance stock units vest as to 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 53,013 restricted stock units, vesting one-third on March 1, 2024, with the remainder vesting in eight substantially equal quarterly installments thereafter.

6. 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 beginning on June 1, 2025.

Remarks:

	/s/ Adam C. Vandervoort	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 transactions did TDOC insider Adam Vandervoort report?

He reported vesting-related acquisitions on 08/29/2025 (1,505 PSUs; 4,418 and 5,350 RSUs) and a sale of 5,867 shares on 09/02/2025 at $7.585.

Why were shares sold by the reporting person?

The filing states the 5,867 shares were sold to cover tax withholding obligations resulting from vesting of PSUs and RSUs.

How many shares does Vandervoort beneficially own after these transactions?

The filing reports 75,179 shares beneficially owned following the reported transactions.

What are the vesting terms disclosed for the awards?

Performance stock units and restricted stock units vest one-third initially (March 1, 2024 or first anniversary) with the remainder in eight substantially equal quarterly installments thereafter.

Are these transactions reported under Section 16?

Yes. The Form 4 is filed pursuant to Section 16(a) showing the officer’s acquisitions and the sell-to-cover transaction.