Form 4: Teladoc CEO Divita Reports Routine Stock Transactions

Teladoc Health CEO Charles Divita III reported the vesting of restricted stock units and the subsequent sale of shares to cover tax obligations.

Summary

• Charles Divita III, Teladoc Health's Chief Executive Officer and a Director, acquired 39,160 shares of common stock on December 10, 2025, through the conversion of restricted stock units (RSUs).
• On December 11, 2025, Divita sold 17,138 shares of Teladoc Health common stock at a price of $7.6343 per share.
• The sale of shares was conducted to cover tax withholding obligations associated with the vesting of his restricted stock unit awards.
• Following these transactions, Divita beneficially owns 201,036 shares of common stock directly.
• Divita also beneficially owns 234,963 derivative securities in the form of restricted stock units.
• The restricted stock units convert to shares of common stock on a one-for-one basis.
• An original grant of 469,924 restricted stock units was made on June 10, 2024, with vesting scheduled one-third on the first anniversary of the grant date, and the remainder in eight substantially equal quarterly installments thereafter.

Sentiment

Score: 5

Explanation: The filing details a routine insider transaction (RSU vesting and tax-related sale) which is neutral in terms of company performance or outlook.

Positives

• The vesting of restricted stock units represents a scheduled component of the CEO's long-term incentive compensation, aligning executive interests with shareholder value creation over time.

Negatives

• The sale of 17,138 shares, while for tax purposes, results in a reduction of the CEO's direct common stock holdings.

Stakeholder Impact

• Shareholders: The transactions are routine and do not indicate a change in the company's fundamental prospects or management's confidence beyond the standard executive compensation structure. The sale for tax purposes is not a discretionary sale.

Next Steps

• Remaining restricted stock units will vest in eight substantially equal quarterly installments after the first anniversary of the June 10, 2024 grant date.

Key Dates

Recommendation

The filing details a routine insider transaction involving the vesting of restricted stock units and a subsequent sale of shares to cover tax obligations. This type of transaction is common for executive compensation and does not typically signal a change in the company's fundamental outlook or the executive's confidence. Therefore, it provides no new information to warrant a change in investment recommendation.

Keywords

Teladoc Health, TDOC, Charles Divita III, CEO, Form 4, Insider Transaction, Restricted Stock Units, RSU, Executive Compensation, Stock Sale