American Well Corp

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

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AMERICAN WELL CORPORATION

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Dear Fellow Stockholder:

As we reflect on the milestones and achievements of the past year, Roy and I extend our sincere gratitude for your continued support and investment in our company as, together, we digitally empower our clients' healthcare ambitions, enabling better outcomes and more affordable care for all.

2023 was a strategic year for Amwell. We advanced the breadth and maturity of our offering, and we migrated the majority of our installed base to our new technology platform, Converge TM. We have had an excellent reception to Converge: sizeable market wins, powerful client validation and compelling proof points. Also, we improved the focus and efficiency in our company and are committed to continue optimizing our organization to streamline and propel growth. Based on these 2023 achievements, we are confident in our ability to achieve our stated path to profitability.

As we turn the page to 2024, I believe it is crucial to understand the transformation we have successfully achieved. It’s a transformation from a telehealth vendor to a hybrid care enablement partner that healthcare organizations are turning to as they seek to modernize and achieve operational goals. It’s also a transformation from selling video visits to connecting and mobilizing digital assets and provider networks within and between client organizations. Below are a few key points in this regard:

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Our infrastructure platform is designed to act as a distribution system that digitally empowers our clients to address the challenges they face and generate better financial and health outcomes.

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Our clients are looking for one infrastructure, consolidating their digital initiatives. The path forward connecting disparate healthcare facilities, teams, patients and digital assets is far from obvious. Time and again, we hear they have tried to build this layer themselves, and they are coming back to us, recognizing our expertise.

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In addition to our technology platform, our professional services teams are proving to be a powerful differentiating element for us. We are particularly good at the challenging and complex work of integrating workflows and connecting our clients’ most important assets.

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And, we believe the services provided by our clinical affiliate Amwell Medical Group ("AMG") further set us apart in the market. Our payer clients leverage AMG providers to deliver high quality care for members and also increasingly virtual primary care that improves access and reduces costs. Our provider clients look to make the most of their own teams while maintaining the highest standards for care and wait times. AMG provides a combination of critical bandwidth, clinical expertise and load-balancing provider services that are unique in the market today.

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Our partnering role is validated in the market. Our strategic clients CVS Health, Elevance Health, The Leidos Partnership for Defense Health and others are powerful examples of organizations turning to us to help them achieve their goals.

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And, while our largest clients give us validation, Amwell expertise and value benefits a broad spectrum of clients. Our future-ready platform enables clients of all sizes to address the needs of today and expand to new use cases when they are ready. Our installed base of clientsis a substantial baseline from which we intend to grow our company.

At Amwell, we believe we are in the early innings, as healthcare has only just begun to modernize and leverage the benefits of technology-driven care. The market for enabling this is substantial.

Our priorities for 2024 are clear as we look to continue to enable the digital aspirations of healthcare organizations with long term, profitable growth well within our sight:

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We will work to ensure a successful deployment of a broad portfolio of our solutions for the Military Health System;

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We will continue to execute on the initial phase of our implementation, demonstrate value, and support the Military Health System’s enterprise expansion, which is anticipated late this year;

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We plan to migrate the majority of our remaining clients onto Converge, and

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Finally, our sights are set on re-accelerating bookings. We believe we have made the right moves to return to growth by restructuring our growth organization, expanding our footprint within our installed base and winning new clients.

At the foundation of these priorities is our continued focus on our core values: Customer First, One Team and Deliver Awesome.

Customer First. Today more than ever, our customers view us as a trusted partner. This year, we strove to bring passion, integrity, and agility to our work, migrating the majority of our customers to Converge and working with new customers to put in place infrastructure elements that will apply broadly to the market and that set the standard for best practice in digital healthcare delivery.

One Team. We now have a workforce of over 1,000 employees around the world. Our mission inspires us each day to pursue our goal of enabling our clients to transform the healthcare experience and make a lasting difference for patients, care teams, hospitals and payers globally. This resonates across our company, and our high employee engagement and retention reflect a shared commitment to fulfill our mission.

Deliver Awesome. We believe our vision will lead to more accessible, quality care for all, and we are well on our way to delivering on the promise of a meaningful and sizeable opportunity. Our platform and solutions have proven to make a powerful impact on clinical and financial outcomes as well as the patient and provider experience, benefitting all segments, and allowing for innovation that is yet to be imagined to be embedded into one unified ecosystem.

We begin 2024 on strong footing and laser-focused on our priorities.

You are cordially invited to attend the 2024 Annual Meeting of Stockholders of Amwell, to be held Tuesday, June 18, 2024 at 10:00 a.m. eastern time via the following link: www.virtualshareholdermeeting.com/AMWL2024. We plan to post details of this virtual meeting on our investor relations website at https://investors.amwell.com. We encourage you to check this website prior to the 2024 Annual Meeting of Stockholders if you plan to attend.

Whether or not you plan to attend the meeting, I encourage you to review the enclosed information and vote your shares.

Thank you for your continuing interest in Amwell. We value your ongoing support and we are committed to delivering transformative solutions in healthcare, and to creating sustainable long-term value for our stockholders.

Sincerely,

Ido Schoenberg, Chairman and co-Chief Executive Officer

AMERICAN WELL CORPORATION

NOTICE OF 2024 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD June 18, 2024

Dear Stockholders:

We are pleased to notify you that we will hold the 2024 annual meeting of stockholders (the “Annual Meeting”) on Tuesday, June 18, 2024 at 10:00 a.m. eastern time. The Annual Meeting will be in a virtual meeting format atwww.virtualshareholdermeeting.com/AMWL2024.

At the Annual Meeting, stockholders will be asked to consider and vote upon the following matters, all of which are discussed in greater detail in the accompanying proxy statement:

Electing the director-nominees named in the proxy statement.

Ratifying the appointment of PricewaterhouseCoopers LLP as the independent registered public accounting firm for the Company for the fiscal year ending December 31, 2024.

Approving, on an advisory basis, the compensation paid to our named executive officers.

Approving amendments to our certificate of incorporation to effect a reverse stock split.

We will also consider and act upon any other matters that properly come before the Annual Meeting or any adjournment or postponement thereof.

Only stockholders of record at the close of business on April 19, 2024 may vote at the meeting or any postponement(s) or adjournment(s) of the meeting.

Under Securities and Exchange Commission rules that allow companies to furnish proxy materials to shareholders over the Internet, we have elected to make our proxy materials available to all of our stockholders over the Internet. We will be able to provide stockholders with the information they need, while at the same time conserving natural resources and lowering the cost of delivery. On or about April 26, 2024, we will commence sending to our stockholders a Notice of Internet Availability of Proxy Materials (the “Notice”) containing instructions on how to access our proxy statement for our 2024 annual meeting of stockholders and our 2023 annual report to stockholders. The Notice also provides instructions on how to vote online or vote by phone and includes instructions on how to receive a paper copy of the proxy materials by mail.

Whether you plan to attend the Annual Meeting or not, it is important that you cast your vote either by remote communication at the meeting or by proxy. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in this proxy statement. We encourage you to vote by proxy so that your shares will be represented and voted at the meeting, whether or not you can attend.

In order to attend the meeting online and vote your shares electronically during the meeting, you must register in advance atwww.virtualshareholdermeeting.com/AMWL2024 prior to the meeting. Upon completing your registration, you will receive further instructions via email, including your unique links that will allow you to access the meeting. Further information about how to attend the Annual Meeting online and vote your shares is included in the accompanying proxy statement.

Thank you for your ongoing support of and interest in American Well Corporation.

By order of the Board of Directors,

Bradford Gay

General Counsel

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