Teladoc insider vests RSUs, sells shares to cover taxes — Form 4

Rhea-AI Filing Summary

Teladoc Health insider transactions by Charles Divita III: On 09/10/2025, 39,160 restricted stock units vested and were treated as an acquisition (one-for-one conversion to common stock), increasing his reported beneficial ownership. On 09/11/2025 he sold 16,787 shares to cover tax withholding at an average price of $7.5913, leaving 179,014 shares beneficially owned according to the Form 4. The filing notes a grant on June 10, 2024 of 469,924 RSUs that vest over time, with one-third vesting on the first anniversary and the remainder in eight equal quarterly installments.

Insights

Corporate Governance Expert

TL;DR: Routine executive RSU vesting followed by tax-covering sale; governance signal is retention-focused, not a strategic change.

The Form 4 documents standard equity compensation mechanics: a scheduled vesting of 39,160 restricted stock units converted into common shares and a subsequent sale of 16,787 shares to satisfy withholding tax obligations. This pattern aligns with pre-existing grant terms disclosed in the filing and does not indicate an unusual disposal or change in control. For governance review, these transactions are consistent with executive retention practices and do not raise immediate concerns about insider liquidity-driven exits.

Securities Analyst

TL;DR: Transactions are operationally routine and likely immaterial to TDOC valuation; the sale was a tax-cover transaction at $7.5913 per share.

The vesting converted 39,160 RSUs into shares and increased reported beneficial ownership before the tax-cover sale. The sale of 16,787 shares at $7.5913 reduced direct holdings to 179,014 shares. Given the size relative to the reported grant (469,924 RSUs) and absence of large-scale disposals, this filing is not a material liquidity event for investors and appears driven by compensation settlement rather than a signal of company performance expectations.

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^*

DIVITA CHARLES III

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
09/10/2025

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	09/10/2025		M		39,160	A	(1)	195,801	D
Common Stock	09/11/2025		S(2)		16,787	D	$7.5913	179,014	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)	09/10/2025		M			39,160	(3)	(3)	Common Stock	39,160	$0	274,123	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. 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.

Remarks:

	/s/ Adam C. Vandervoort, Attorney-in-Fact	09/11/2025
	** 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 Charles Divita III report on the TDOC Form 4?

The Form 4 reports 39,160 RSUs vested on 09/10/2025 and a sale of 16,787 shares on 09/11/2025 to cover tax withholding at $7.5913 per share.

How many shares does Charles Divita III beneficially own after these transactions?

After the transactions the filing shows 179,014 shares beneficially owned directly.

What is the origin of the vested shares reported on the Form 4?

The vested shares came from an RSU grant of 469,924 restricted stock units awarded on June 10, 2024, which vest over time.

Was the sale on the Form 4 part of a 10b5-1 plan or a tax withholding?

The filing indicates the sale was to cover tax withholding obligations in respect of RSU vesting; no 10b5-1 plan is specified for the sale.

Did the Form 4 disclose any other types of derivative transactions?

The filing shows the RSU vesting conversion into common stock and lists RSUs under derivatives table; no option exercises or other derivative disposals are reported.