03/03/2026 | Press release | Distributed by Public on 03/03/2026 15:12
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units | (1) | 02/27/2026 | M | 3,488 | (4) | (4) | Common Stock | 3,488 | $ 0 | 0 | D | ||||
| Restricted Stock Units | (1) | 02/27/2026 | M | 4,858 | (5) | (5) | Common Stock | 4,858 | $ 0 | 19,435 | D | ||||
| Restricted Stock Units | (1) | 02/27/2026 | M | 36,610 | (6) | (6) | Common Stock | 36,610 | $ 0 | 73,222 | D | ||||
| Performance Stock Units | (2) | 02/27/2026 | M | 1,186 | (7) | (7) | Common Stock | 1,186 | $ 0 | 0 | D | ||||
| Performance Stock Units | (8) | 02/27/2026 | A | 27,458(9) | (10) | (10) | Common Stock | 27,458 | $ 0 | 27,458 | D | ||||
| Performance Stock Units | (2) | 02/27/2026 | M | 5,198 | (11) | (11) | Common Stock | 5,198 | $ 0 | 22,260 | D | ||||
| Restricted Stock Units | (12) | 03/01/2026 | A | 181,661 | (13) | (13) | Common Stock | 181,661 | $ 0 | 181,661 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Bliss Kelly C/O TELADOC HEALTH, INC., 155 E 44TH ST, SUITE 1700 NEW YORK, NY 10017 |
President, U.S. Group Health | |||
| /s/ Adam C. Vandervoort, Attorney-in-Fact | 03/03/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (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 March 3, 2023, the reporting person was granted 41,853 restricted stock units, vesting one-third on March 1, 2024, with the remainder vesting in eight substantially equal quarterly installments thereafter. |
| (5) | On March 19, 2024, the reporting person was granted 58,300 restricted stock units, vesting one-third on the first anniversary of the grant date, with the remainder vesting in eight substantially equal quarterly installments beginning on June 1, 2025. |
| (6) | On March 1, 2025, the reporting person was granted 109,832 restricted stock units, vesting one-third on March 1, 2026, with the remainder vesting in eight substantially equal quarterly installments thereafter. |
| (7) | On March 1, 2024, the reporting person earned 14,263 performance stock units, vesting one-third on March 1, 2024, with the remainder vesting in eight substantially equal quarterly installments thereafter. |
| (8) | Each performance stock unit represents a contingent right to receive one share of TDOC common stock. |
| (9) | Performance award amount determined based on metrics in respect of the issuer's 2025 financial results. |
| (10) | The performance stock units vest as to one-third on March 1, 2026, with the remainder vesting in eight substantially equal quarterly installments thereafter. |
| (11) | On March 1, 2026, the reporting person earned 27,458 performance stock units, vesting one-third on March 1, 2026, with the remainder vesting in eight substantially equal quarterly installments thereafter. |
| (12) | Each restricted stock unit represents a contingent right to receive one share of TDOC common stock. |
| (13) | One-third of the restricted stock units vest on the first anniversary of the grant date, with the remainder vesting in eight substantially equal quarterly installments thereafter. |