Form 4: American Well Director Delos Cosgrove Receives Equity Grant Following Reverse Stock Split

American Well Corporation's Director, Delos M. Cosgrove, was granted 20,891 Class A Common Stock in the form of restricted stock units, adjusted for a recent 1-for-20 reverse stock split.

Summary

• Delos M. Cosgrove, a Director of American Well Corporation (AMWL), was granted 20,891 shares of Class A Common Stock in the form of restricted stock units (RSUs) on June 11, 2025.
• The grant price for these RSUs was $0, indicating they are part of a compensation package.
• Following this transaction, Mr. Cosgrove beneficially owns a total of 56,692 shares of Class A Common Stock.
• The reported share amounts, including the newly granted RSUs and previously held securities, have been adjusted to reflect a 1-for-20 reverse stock split effected by American Well Corporation on July 10, 2024.
• The granted restricted stock units are set to vest on the earlier of the day immediately preceding the date of the first annual meeting of stockholders following the grant date or the first anniversary of the grant date.

Sentiment

Score: 6

Explanation: The sentiment is slightly positive as the equity grant aligns the director's interests with shareholders, which is generally viewed favorably. However, it's a routine compensation event and not indicative of significant operational or financial news.

Positives

• The grant of restricted stock units to Director Delos M. Cosgrove aligns his interests with those of the shareholders, as his compensation is tied to the company's equity performance.
• Equity grants are a common method of incentivizing directors and retaining talent.

Negatives

• The vesting of these restricted stock units will result in a minor dilutive effect on existing shareholders when the shares are issued.

Future Outlook

The granted restricted stock units are subject to a vesting schedule, which will occur on the earlier of the day immediately preceding the date of the first annual meeting of stockholders following the grant date or the first anniversary of the grant date (June 11, 2026).

Industry Context

This Form 4 filing details a routine equity compensation grant to a director, which is a standard practice across various industries, including the healthcare technology sector where American Well operates. It does not provide broader industry trends or competitive insights.

Corporate Governance

Related Party Transactions

• The grant of 20,891 restricted stock units to Delos M. Cosgrove, a Director of American Well Corporation, constitutes a related party transaction as it involves compensation to a member of the company's board.

Stakeholder Impact

• Shareholders: Potential minor future dilution upon vesting of RSUs, but also improved alignment of director's interests with shareholder value.
• Director (Delos M. Cosgrove): Receives equity compensation, incentivizing long-term commitment and performance.

Next Steps

• Vesting of the 20,891 restricted stock units on the earlier of the day preceding the first annual meeting of stockholders following the grant date or June 11, 2026.

Key Dates

Keywords

SEC Form 4, American Well Corporation, AMWL, Delos M. Cosgrove, Restricted Stock Units, RSU Grant, Director Compensation, Insider Transaction, Equity Grant, Reverse Stock Split