Form 4: Teladoc Legal Chief Sells Shares for Tax Obligations

Teladoc Health's Chief Legal Officer, Adam C. Vandervoort, reported the conversion of performance and restricted stock units and the subsequent sale of 5,720 shares to cover tax withholding obligations.

Summary

• Adam C. Vandervoort, Chief Legal Officer and Secretary of Teladoc Health, Inc. (TDOC), reported transactions involving company stock.
• On December 1, 2025, I acquired 1,505 shares of common stock through the conversion of performance stock units (PSUs).
• Also on December 1, 2025, I acquired 4,418 shares and 5,350 shares of common stock through the conversion of restricted stock units (RSUs).
• Following these acquisitions, my direct beneficial ownership of common stock increased to 86,452 shares.
• On December 2, 2025, I sold 5,720 shares of common stock at a price of $7.488 per share.
• This sale was explicitly stated to cover tax withholding obligations related to the vesting of my PSU and RSU awards.
• The transactions were made pursuant to a Rule 10b5-1(c) plan.
• After the sale, my direct beneficial ownership of common stock was 80,732 shares.
• Derivative holdings include 1,510 performance stock units and 4,418 restricted stock units, plus an additional 26,750 restricted stock units.

Sentiment

Score: 5

Explanation: The filing reports routine insider transactions related to equity compensation and tax withholding, which is a neutral event and does not reflect positively or negatively on the company's operational or financial performance.

Positives

• The transactions were executed under a Rule 10b5-1(c) plan, indicating pre-planned activity rather than a discretionary sale based on new information.
• The sale was specifically for tax withholding, which is a routine and expected event for equity compensation.

Negatives

• No direct negatives related to company performance or outlook are indicated by this filing.

Risks

• No specific risks related to the company's operations or financial health are mentioned in this Form 4 filing.

Future Outlook

No forward-looking statements or guidance regarding Teladoc Health's future performance are provided in this Form 4 filing.

Management Comments

• 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.

Industry Context

This Form 4 filing reports routine insider transactions related to equity compensation and tax obligations, which is a common occurrence across all industries for executives receiving stock-based awards. It does not provide specific insights into broader industry trends or competitive landscape for the telehealth sector.

Comparison to Industry Standards

• The reported transactions, specifically the sale of shares to cover tax withholding obligations upon vesting of equity awards, are standard practice for executives across publicly traded companies. This is a common mechanism for managing the tax implications of stock-based compensation and does not indicate any unique deviation from global benchmarks or practices among comparable companies in the healthcare technology sector.

Stakeholder Impact

• Shareholders: The sale of 5,720 shares by a key executive, while for tax purposes, slightly increases the public float. However, given the small volume relative to total shares outstanding, the impact is negligible.
• Employees: No direct impact on employees is indicated.
• Customers: No direct impact on customers is indicated.
• Suppliers: No direct impact on suppliers is indicated.
• Creditors: No direct impact on creditors is indicated.

Next Steps

• The remaining performance stock units will vest in eight substantially equal quarterly installments after March 1, 2024.
• The remaining restricted stock units from the March 3, 2023 grant will vest in eight substantially equal quarterly installments after March 1, 2024.
• The remaining restricted stock units from another grant will vest in eight substantially equal quarterly installments beginning on June 1, 2025.

Key Dates

Recommendation

This Form 4 filing details routine insider transactions by Teladoc Health's Chief Legal Officer, Adam C. Vandervoort, involving the conversion of equity awards and the subsequent sale of shares solely to cover tax withholding obligations. These transactions were pre-planned under a Rule 10b5-1(c) plan. Such activity is a standard part of executive compensation and does not provide new information regarding the company's operational performance, financial health, or strategic direction. Therefore, it offers no basis for a change in investment thesis, warranting a 'hold' recommendation.

Keywords

Teladoc Health, TDOC, Adam C. Vandervoort, Form 4, Insider Transaction, Stock Units, Restricted Stock Units, Performance Stock Units, Tax Withholding, Equity Compensation, Rule 10b5-1