Teladoc Health Inc

(a) On February 22, 2024, our Board adopted an amendment and restatement of our bylaws (the “Seventh Amended and Restated Bylaws”) to revise the procedures for stockholders submitting director nominations and proposing other business, including removing the “Acting in Concert” definition.

The foregoing summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Seventh Amended and Restated Bylaws, a copy of which is filed as Exhibit 3.2 to this Annual Report on Form 10-K and incorporated herein by reference.

(b)Rule 10b5-1 Trading Plans. During the three months ended December 31, 2023, the following Rule 10b5-1 trading arrangements (as defined in Item 408 of Regulation S-K of the Securities Act of 1933) were terminated or adopted by our directors and officers (as defined in Rule 16a-1(f) of the Exchange Act), each of which was intended to satisfy the affirmative defense of Rule10b5-1(c):

On October 20, 2023, Andrew Turitz, our Executive Vice President of Corporate Development, terminated a Rule 10b5-1 Trading Plan, which was originally adopted on August 26, 2022 and modified on July 28, 2023, and provided for the sale of 10,000 shares of our common stock through October 2023.

On November 27, 2023, Mr. Turitz adopted a new Rule 10b5-1 trading plan. Mr. Turitz's trading plan provides for the sale of up to 17,547 shares of our common stock through December 2024.

On December 8, 2023, Arnnon Geshuri, our Chief People Officer, adopted a Rule 10b5-1 trading plan. Mr. Geshuri's trading plan provides for the exercise of up to 67,500 stock options and the sales of the underlying shares of our common stock through December 2024.