Teladoc (NYSE: TDOC) CEO gains new stock units and sells shares for taxes

Rhea-AI Filing Summary

Teladoc Health, Inc. reported insider activity by CEO Charles DiVita III involving equity awards, vesting, and related tax sales. On March 10, 2026, restricted stock units and performance stock units converted one-for-one into a total of 64,653 shares of common stock. He was also awarded 43,703 performance stock units, with vesting tied to the company’s 2025 financial results and a schedule that began March 10, 2026. On March 11, 2026, 27,731 shares of common stock were sold at $5.49 per share to cover tax withholding obligations related to these vestings. After these transactions, DiVita directly owned 364,784 shares of Teladoc common stock.

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^*

DIVITA CHARLES III

(Last) (First) (Middle)

C/O TELADOC HEALTH, INC.,

155 E 44TH ST, SUITE 1700

(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)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CHIEF EXECUTIVE OFFICER

3. Date of Earliest Transaction (Month/Day/Year)
03/10/2026

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	03/10/2026		M		39,160	A	(1)	367,022	D
Common Stock	03/10/2026		M		25,493	A	(2)	392,515	D
Common Stock	03/11/2026		S		27,731(3)	D	$5.49	364,784	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)	03/10/2026		M			39,160	(4)	(4)	Common Stock	39,160	$0	195,803	D
Performance Stock Units	(5)	03/10/2026		A		43,703(6)		(7)	(7)	Common Stock	43,703	$0	43,703	D
Performance Stock Units	(2)	03/10/2026		M			25,493	(8)	(8)	Common Stock	25,493	$0	18,210	D

Explanation of Responses:

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

2. Performance 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 June 10, 2024, the reporting person was granted 469,924 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. Each performance stock unit represents a contingent right to receive one share of TDOC common stock.

6. Performance award amount determined based on metrics in respect of the issuer's 2025 financial results.

7. The performance stock units vest as to seven-twelfths on March 10, 2026, with the remainder vesting in five substantially equal quarterly installments over the subsequent 15 months.

8. On March 10, 2026, the reporting person earned 43,703 performance stock units, vesting seven-twelfths on March 10, 2026, with the remainder vesting in five substantially equal quarterly installments over the subsequent 15 months.

Remarks:

	/s/ Adam C. Vandervoort, Attorney-in-Fact	03/12/2026
	** Signature of Reporting Person	Date
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FAQ

What insider transactions did Teladoc (TDOC) CEO Charles DiVita report?

Charles DiVita reported equity award activity and a related tax sale. Restricted and performance stock units converted into common shares, new performance stock units were granted, and a portion of shares was sold solely to cover tax withholding tied to these vesting events.

How many Teladoc (TDOC) shares did the CEO sell and at what price?

The CEO sold 27,731 shares of Teladoc common stock at $5.49 per share. According to the filing footnotes, this sale was specifically used to satisfy tax withholding obligations arising from the vesting of his restricted and performance stock unit awards.

How many Teladoc (TDOC) shares did the CEO acquire through equity awards?

Through conversions on March 10, 2026, restricted and performance stock units delivered 64,653 Teladoc common shares. These came from 39,160 restricted stock units and 25,493 performance stock units, which each convert into common stock on a one-for-one basis under the award terms.

What new performance stock units did the Teladoc (TDOC) CEO receive?

The CEO received 43,703 performance stock units on March 10, 2026. Each unit represents a contingent right to one Teladoc common share, with the award amount based on 2025 financial metrics and vesting across several installments starting March 10, 2026.

How many Teladoc (TDOC) shares does the CEO hold after these transactions?

Following the reported conversions and tax-related share sale, the CEO directly held 364,784 shares of Teladoc common stock. This figure reflects his post-transaction ownership as disclosed, providing context for the scale of both the equity awards and the tax-driven disposition.

Were the Teladoc (TDOC) CEO’s share sales discretionary or tax-related?

The filing states the 27,731 shares sold were used to cover tax withholding obligations from vesting restricted and performance stock units. This characterizes the sale as a tax-driven disposition rather than a purely discretionary open-market sale based on the CEO’s view of the stock.