Teladoc (TDOC) CFO Vesting and Tax-Related Share Sale Disclosed

Rhea-AI Filing Summary

Murthy Mala, Chief Financial Officer of Teladoc Health (TDOC), reported equity award vesting and a small sale to cover tax withholding. On 08/29/2025 the reporting person had performance stock units and multiple restricted stock unit awards convert to common stock, adding 22,788 shares on that date and increasing beneficial ownership to 155,231 shares prior to the sale. On 09/02/2025 the reporting person sold 12,846 shares at $7.585 per share to satisfy tax withholding, leaving 142,385 shares beneficially owned. The filings note the performance stock units and restricted stock units convert one-for-one to TDOC common stock and describe vesting schedules for those awards.

Positive

• Equity awards vested, demonstrating retention-based compensation and alignment with shareholder interests through ownership.
• Clear disclosure of vesting schedules and tax-withholding sale, indicating compliance with Section 16 reporting requirements.

Negative

• Sale of 12,846 shares at $7.585 reduced beneficial ownership to 142,385 shares, which slightly lowers the insider's stake (routine tax-related disposition).

Insights

Financial Analyst

TL;DR: Routine vesting and tax-withholding sale; modest change to insider stake, limited market impact.

The Form 4 shows standard equity compensation mechanics: performance stock units and restricted stock units vested and converted to common shares on 08/29/2025, followed by a sale of 12,846 shares on 09/02/2025 at $7.585 to cover withholding taxes. The net effect reduced beneficial ownership from 155,231 to 142,385 shares. This is a non-dispositive, routine transaction tied to compensation and tax obligations rather than active reallocation of holdings.

Corporate Governance Expert

TL;DR: Filing reflects expected executive compensation vesting and a tax-withholding disposition, consistent with standard governance practices.

The disclosure clearly identifies the reporting person as the CFO and details vesting schedules for performance and restricted stock units, with one-for-one conversion to common stock. The sale is explicitly described as a tax-withholding sale. Documentation and signature by an attorney-in-fact are present, indicating proper procedural compliance with Section 16 reporting requirements.

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^*

Murthy Mala

(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 FINANCIAL OFFICER

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		2,641	A	(1)	135,084	D
Common Stock	08/29/2025		M		7,751	A	(2)	142,835	D
Common Stock	08/29/2025		M		9,233	A	(2)	152,068	D
Common Stock	08/29/2025		M		3,163	A	(2)	155,231	D
Common Stock	09/02/2025		S		12,846(3)	D	$7.585	142,385	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			2,641	(4)	(4)	Common Stock	2,641	$0	5,285	D
Restricted Stock Units	(2)	08/29/2025		M			7,751	(5)	(5)	Common Stock	7,751	$0	15,502	D
Restricted Stock Units	(2)	08/29/2025		M			9,233	(6)	(6)	Common Stock	9,233	$0	55,401	D
Restricted Stock Units	(2)	08/29/2025		M			3,163	(6)	(6)	Common Stock	3,163	$0	18,979	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 93,006 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, 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 did Murthy Mala report on Form 4 for TDOC?

The report discloses vesting conversions of performance stock units and restricted stock units into common stock on 08/29/2025 and a sale of 12,846 shares on 09/02/2025 at $7.585 per share to cover tax withholding.

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

Following the reported transactions, the reporting person beneficially owned 142,385 shares of TDOC common stock.

Were the vested awards performance-based or time-based?

The filing shows both types: performance stock units (convert one-for-one) and restricted stock units (convert one-for-one) with specified vesting schedules described in the explanation.

Why were shares sold on 09/02/2025?

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

Does the Form 4 indicate any unusual insider trading?

No. The transactions are described as award vesting and a tax-withholding sale; the filing does not indicate discretionary trading or other unusual dispositions.