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, I extend sincere gratitude for your continued support and investment in our company as together, we strive to make healthcare more affordable and accessible to all.

During 2024, we advanced our business in ways that put us much closer to unlocking the value of Amwell and advancing our mission to modernize healthcare with our unified platform. Together with our partners at Leidos, we are successfully launching our full solution across the U.S. Military Health System, the most significant growth initiative in our history. We are also undertaking meaningful quality of revenue and margin initiatives that are resulting in steady, improvements in our adjusted EBITDA. We are successfully refining our business to deliver on the expectations of stakeholders, advancing us to generate positive cash flow during 2026, with a robust cash position.

It was a transformative year for Amwell. During the year, we refreshed and refined our strategy. We increased our focus on our core mission and matured our company to deliver efficiently. We also prepared to realize the potential of our unified technology-enabled care platform.

Below are a few 2024 financial highlights:

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Recorded Total Revenue of $254.4 million

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Achieved subscription revenue of $115.5 million

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Recorded AMG visit revenue of $116.5 million

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Reported gross margin of 39%

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Net loss was ($212.6) million compared to ($679.2) million

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Total visits were 5.9 million

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Cash and short-term securities as of year-end were approximately $228.3 million.

On the heels of this progress, we entered 2025 with momentum and unprecedented focus – with market dynamics working in our favor.

Outside Amwell, we observe two trends that could help accelerate our growth: growing consumer readiness to start their healthcare journey online, and expansion in innovators offering new and improved technology enabled clinical programs. With our success in strategic deployments like the Military Health System, we believe we have cemented our role as the technology-enabled care partner that healthcare organizations are turning to as they seek to modernize and achieve operational and clinical goals. Here is how we are seeing this play out:

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As more patients go online to get care, our platform offers a single, delightful patient experience to help orchestrate access to a large and growing number of clinical programs.

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Payers and health systems value being able to offer one comprehensive technology enabled care solution fully embedded in their own digital assets. They see the benefit of having a common patient care access pathway, making patient acquisition and retention more effective.

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Payers and health systems also like the flexibility of dynamically choosing their preferred set of clinical programs and offering different ones to varied patient cohorts. They desire the convenience and efficiency of having Amwell integrate relationships with multiple clinical program vendors.

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Finally, our investments in a common, longitudinal, patient-centric data structure is resonating with payers and health systems. They see it as a powerful instrument to improve navigation and patient experience, with the promise of unified analytics and reporting.

In addition, as more innovators leverage technologies like Artificial Intelligence and machine learning to offer more effective clinical programs, they too reach out to us. Integrating with the Amwell platform allows them to reduce customer acquisition costs, demonstrate better engagement and drive results. We are encouraged by the clarity of our value proposition and the way it is resonating across our market.

With our healthy balance sheet and improved financial visibility, we have high conviction in our path to profitability supported by the following top priorities:

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The first is Growth. We will work to deliver excellence, showcase our value and accelerate growth by working with our strategic partners and by expanding our presence within existing clients.

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The second is realizing a higher mix of highly predictable, recurring revenue. Adding several more third-party clinical solutions to our platform, bolstering our high margin revenue contribution over time.

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Finally, and critically important, our third priority is efficiency. We will continue reducing our overall costs while focusing on our core Amwell portfolio of services, centering the energies of our company behind monetizing our platform.

In summary, during 2025, we will pursue these key initiatives as we continue to enable the digital aspirations of healthcare organizations with long term, profitable growth well within our sight. At the foundation of these priorities is our continued focus on our core values: Customer First, One Team and Deliver Awesome.

As we turn the page to a new year, we begin with an unprecedented focus on our key operational initiatives for the year which center on unlocking value in our company and pursuing our mission.

You are cordially invited to attend the 2025 Annual Meeting of Stockholders of Amwell, to be held Wednesday, June 11, 2025 at 1:00 p.m. eastern time via the following link: www.virtualshareholdermeeting.com/AMWL2025. 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 2025 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 Chief Executive Officer

AMERICAN WELL CORPORATION

NOTICE OF 2025 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD June 11, 2025

Dear Stockholders:

We are pleased to notify you that we will hold the 2025 annual meeting of stockholders (the “Annual Meeting”) on Wednesday, June 11, 2025 at 1:00 p.m. eastern time. The Annual Meeting will be in a virtual meeting format atwww.virtualshareholdermeeting.com/AMWL2025.

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, 2025; and

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

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 14, 2025 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 23, 2025, 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 2025 annual meeting of stockholders and our 2024 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/AMWL2025 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,

Anna Nesterova

Head of Legal

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