UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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FORM 8-K

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CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (~~date~~Date of earliest event reported) December 911, 2025

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Teladoc Health, Inc.

(Exact name of registrant as specified in its charter)

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Delaware(State or other jurisdiction of incorporation or organization)	001-37477(Commission File Number)	04-3705970(I.R.S. Employer Identification Number)
Delaware(State or other jurisdiction of incorporation)	001-37477(Commission File Number)	04-3705970(I.R.S. Employer Identification No.)
155 E 44th Street Suite 1700 New York, NY 10017
(Address of principal executive offices and zip code)
(203) 635-2002
(Registrant's telephone number, including area code)

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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐			Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐			Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐			Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐			Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))


Securities registered pursuant to Section 12(b) of the Act:
Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, par value $0.001 per share	TDOC	The New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 911, 2025, Mr. J. Eric Evans notified Teladoc Health, Inc. (the "“Company~~" or "we"~~”) ~~amended~~of ~~its~~his ~~2023~~intention ~~Employment~~not ~~Inducement~~to ~~Incentive~~stand ~~Award~~for ~~Plan~~reelection ~~(as~~at ~~amended,~~ the ~~“2023~~Company’s ~~Inducement~~2026 ~~Plan”)~~Annual ~~solely~~Meeting toof ~~increase~~Stockholders (the ~~number~~“Annual ofMeeting”) ~~shares~~and ofto ~~common~~retire ~~stock,~~from ~~par~~the ~~value~~Board ~~$0.001~~effective ~~per~~as ~~share~~of ~~(“Common~~the ~~Stock”),~~conclusion ~~reserved~~of ~~for issuance under~~ the ~~2023~~Annual ~~Inducement~~Meeting. Mr. ~~Plan~~Evans byhas ~~1,780,000~~been ~~shares, to~~ a ~~new~~director ~~total~~ of ~~7,280,000~~the ~~shares~~Company ofsince ~~Common~~2023 ~~Stock.~~and ~~The amendment to~~ the ~~Inducement~~Company ~~Plan~~thanks ishim ~~filed~~for ashis ~~Exhibit~~dedicated 10service.1 Mr. ~~hereto~~Evans ~~and~~has ~~incorporated~~indicated ~~herein~~that byhe ~~reference.~~is Asretiring ~~previously~~from ~~disclosed,~~ the ~~2023~~Board ~~Inducement~~for ~~Plan~~personal ~~was~~reasons ~~adopted~~and bynot ~~the~~because ~~Board~~of ~~without~~any ~~stockholder~~disagreement ~~approval~~with ~~pursuant~~the toCompany ~~NYSE~~on ~~Rule~~any ~~303A~~matter.~~08.~~

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit No.						Description
10.1						Third Amendment to Teladoc Health, Inc. 2023 Employment Inducement Award Plan.
104						Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: December 12 16, 2025


Teladoc Health, Inc.

By:			/s/ Adam C. Vandervoort
Name:			Adam C. Vandervoort
Title:			Chief Legal Officer and Secretary

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