Was the AMWL CFO’s share sale a discretionary open-market trade?

The filing states it was not a discretionary trade. It explains the sales were effected through an automatic "sell to cover" arrangement specifically to pay taxes due on vested restricted stock units, rather than a voluntary timing decision by the CFO.

American Well Corp (AMWL) CFO sells shares to cover RSU taxes

Filing Impact

(High)

Filing Sentiment

(Negative)

Form Type

Rhea-AI Filing Summary

American Well Corp’s Chief Financial Officer Mark Hirschhorn reported an automatic sale of 10,761 shares of Class A Common Stock on June 1, 2026 at $9.74 per share. According to the disclosure, this "sell to cover" transaction was executed solely to pay taxes arising from the vesting and settlement of restricted stock units on that date and did not represent a discretionary trade. Following the sale, Hirschhorn directly holds 243,238 shares.

Insider Trade Summary

Net Seller: 10,761 shares ($104,812)

Net Sell 1 txn

Insider HIRSCHHORN MARK

Role Chief Financial Officer

Sold 10,761 shs ($105K)

Type	Security	Shares	Price	Value
Sale	Class A Common Stock	10,761	$9.74	$105K

Holdings After Transaction: Class A Common Stock — 243,238 shares (Direct, null)

Footnotes (1)

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Key Figures

Shares sold: 10,761 shares Sale price per share: $9.74 per share Shares held after transaction: 243,238 shares

3 metrics

Shares sold 10,761 shares Automatic sell-to-cover on June 1, 2026

Sale price per share $9.74 per share Class A Common Stock sale on June 1, 2026

Shares held after transaction 243,238 shares Direct ownership by CFO after June 1, 2026 sale

Key Terms

Form 4, restricted stock units, sell to cover, open-market sale

4 terms

Form 4 regulatory

"The sales reported in this Form 4 were made in order to pay the tax liability"

Form 4 is a official document that company insiders, such as executives or major shareholders, file with regulators whenever they buy or sell company shares. It provides transparency about how those with inside knowledge are trading, helping investors see if insiders are confident in the company's prospects or may be selling for personal reasons. This information can influence investor decisions by revealing insiders' perspectives on the company's value.

restricted stock units financial

"tax liability arising from the vesting and settlement of restricted stock units on June 1, 2026"

Restricted stock units are a type of company reward where employees are promised shares of stock, but they only fully own these shares after meeting certain conditions, like staying with the company for a set time. They matter because they can become valuable assets and are often used to motivate employees to help the company succeed.

sell to cover financial

"automatic "sell to cover" transaction that did not represent a discretionary trade"

Sell to cover is when a person who receives company stock through options or awards sells just enough shares immediately to pay required taxes, exercise costs, or fees, keeping the rest. Think of it like cashing part of a bonus to cover the tax bill so you can keep the remainder. For investors, it can create predictable small selling pressure and slightly change the number of shares actually held by insiders without increasing long‑term dilution.

open-market sale financial

"transaction_action": "open-market sale""

An open-market sale is when a shareholder sells existing shares directly on a public exchange to any willing buyer, rather than through a private deal. Think of it like putting goods on a busy market stall where price is set by supply and demand; for investors it matters because such sales increase available supply, can put short-term downward pressure on the stock price, and signal changes in liquidity or investor confidence.

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Form 4 Insider Transactions: What Each Field Means →

06/03/2026 - 05:01 PM

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

HIRSCHHORN MARK

(Last)

(First)

(Middle)

C/O AMERICAN WELL CORPORATION

75 STATE ST, STE. 100

(Street)

BOSTON

MASSACHUSETTS

02109

(City)

(State)

(Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
American Well Corp [ AMWL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chief Financial Officer

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/01/2026		S⁽¹⁾		10,761	D	$9.74	243,238	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. The sales reported in this Form 4 were made in order to pay the tax liability arising from the vesting and settlement of restricted stock units on June 1, 2026. The sales were effected through and automatic "sell to cover" transaction that did not represent a discretionary trade by the reporting person.

	/s/ Anna Nesterova as attorney-in-fact for Mark Hirschhorn	06/03/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What did AMWL’s CFO report in this Form 4 filing?

American Well Corp’s CFO, Mark Hirschhorn, reported selling 10,761 shares of Class A Common Stock at $9.74 per share. The transaction occurred on June 1, 2026 and was linked to tax obligations from restricted stock unit vesting.

Why did AMWL CFO Mark Hirschhorn sell 10,761 shares?

The shares were sold to cover tax liabilities arising from the vesting and settlement of restricted stock units on June 1, 2026. The filing describes this as an automatic "sell to cover" transaction rather than a discretionary sale in the open market.

How many AMWL shares does the CFO hold after this transaction?

After selling 10,761 shares, CFO Mark Hirschhorn directly holds 243,238 shares of American Well Corp Class A Common Stock. This provides context that the reported sale represents only a small portion of his overall post-transaction share ownership.

What price did AMWL shares sell for in the CFO’s reported transaction?

The reported sale price was $9.74 per share for the 10,761 shares of Class A Common Stock. This price reflects the execution level for the automatic "sell to cover" transaction tied to the restricted stock unit vesting on June 1, 2026.