DIVITA CHARLES III 4

What Happened
Teladoc CEO Charles Divita exercised/converted vested performance and restricted stock units into common shares on June 1, 2026, and sold 19,132 of those shares in an open-market transaction on June 2, 2026 for $7.63 each (total proceeds $145,920). The filing shows conversions of 1,966 shares and 42,276 shares (total 44,242 shares converted); after selling 19,132 shares to cover taxes, Divita’s net increase was 25,110 shares. The conversions were recorded at $0 exercise price (they were unit-to-share conversions, not a cash purchase).

Key Details

• Transaction dates and prices:
  • 2026-06-01: Converted/ exercised 1,966 and 42,276 performance/restricted units into shares (derivative conversion; $0 cash exercise).
  • 2026-06-02: Sold 19,132 shares @ $7.63 = $145,920 (open-market sale).
• Net change: +44,242 shares converted; -19,132 sold; net +25,110 shares retained.
• Shares owned after transaction: not specified in the filing.
• Notable footnotes:
  • F1/F2: PSUs and RSUs convert one-for-one into common stock.
  • F3: The 19,132 shares were sold to cover the tax withholding obligation related to vesting.
  • F4/F5: The PSUs/RSUs reflected vesting schedules (some vested March 1, 2026 with remainder vesting quarterly).
• Filing timeliness: Filed June 3, 2026 for transactions on June 1–2, 2026 — appears timely (Form 4 is due within two business days).

Context
This was primarily a conversion of vested equity awards with a routine sale to satisfy tax withholding, not a cash purchase. For retail investors, conversions and withholding sales are common following vesting and do not necessarily signal a change in the insider’s view of the company.