DIVITA CHARLES III 4

What Happened

• Teladoc CEO Charles Divita converted/exercised derivative awards and received a total of 108,356 shares on March 10, 2026 (39,160 + 25,493 conversions plus 43,703 performance units granted/vested). He then sold 27,731 shares in an open-market transaction on March 11, 2026 for $5.49 each, totaling $152,243. The sale is reported as shares sold to cover tax withholding related to vested awards.

Key Details

• Transaction dates and prices:
  • Mar 10, 2026: Conversion/exercise or grant of 39,160 and 25,493 shares (derivative conversions) and award of 43,703 performance stock units (reported at $0.00 per share as they were award/derivative transactions).
  • Mar 11, 2026: Open-market sale of 27,731 shares at $5.49 per share = $152,243.
• Shares received on conversion/award: 108,356 shares (39,160 + 25,493 + 43,703).
• Shares sold: 27,731 shares (open-market sale).
• Notable footnotes:
  • F1/F2/F5: Restricted stock units (RSUs) and performance stock units (PSUs) convert one-for-one into common shares.
  • F3: The shares sold were used to cover tax withholding on vesting of RSU/PSU awards.
  • F7/F8: The PSU award vested seven-twelfths on March 10, 2026; remaining PSU portions vest in five equal quarterly installments over the next 15 months.
  • F4: The RSU award referenced was originally granted June 10, 2024 with a multi-period vesting schedule.
• Filing timeliness: Report filed March 12, 2026 for transactions on March 10–11, 2026 — appears timely (no late filing indicated).

Context

• These were not open-market purchases; the bulk of activity was conversion/vesting of RSUs/PSUs into common stock (derivative-to-stock transactions), followed by an open-market sale of a subset of shares to satisfy tax withholding obligations. Conversions/awards are routine executive compensation events and do not by themselves indicate a buy or sell signal in the market.