American Well Corp

Previous wording

As of December 31, 2024, we powered the digital care programs of approximately 50 health plans, which collectively represent more than 80 million covered lives, as well as approximately 100 of the nation’s largest health systems. Since inception, we have powered approximately 35.6 million virtual care visits for our clients, including approximately 2.5 million in the six months ended June 30, 2025.

Current wording

As of December 31, 2024, we powered the digital care programs of approximately 50 health plans, which collectively represent more than 80 million covered lives, as well as approximately 100 of the nation’s largest health systems. Since inception, we have powered approximately 36.6 million virtual care visits for our clients, including approximately 3.6 million in the nine months ended September 30, 2025.

Previous wording

Total subscription fees received were $40.4 million and $27.5 million for the three months ended June 30, 2025 and 2024, respectively, and $72.7 million and $52.4 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Total subscription fees received were $30.9 million and $26.2 million for the three months ended September 30, 2025 and 2024, respectively, and $103.6 million and $78.6 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Fees received from AMG-related visits were $22.8 million and $28.7 million for the three months ended June 30, 2025 and 2024, respectively, and $49.4 million and $59.8 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Fees received from AMG-related visits were $21.2 million and $27.5 million for the three months ended September 30, 2025 and 2024, respectively, and $70.6 million and $87.3 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

Fees received from the provision of services and Carepoint devices were $7.7 million and $6.6 million for the three months ended June 30, 2025 and 2024, respectively, and $15.7 million and $10.1 million for the six months ended June 30, 2025 and 2024, respectively.

Current wording

Fees received from the provision of services and Carepoint devices were $4.2 million and $7.3 million for the three months ended September 30, 2025 and 2024, respectively, and $19.8 million and $17.5 million for the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

In the six months ended June 30, 2025, our clients completed a total of 2.5 million visits using our enterprise software, while in the six months ended June 30, 2024, 3.2 million visits were completed. AMG providers accounted for 27% and 24% of total visits performed using our enterprise software during the six months ended June 30, 2025 and 2024, respectively.

Current wording

In the nine months ended September 30, 2025, our clients completed a total of 3.6 million visits using our enterprise software, while in the nine months ended September 30, 2024, 4.5 million visits were completed. AMG providers accounted for 27% and 24% of total visits performed using our enterprise software during the nine months ended September 30, 2025 and 2024, respectively.

Previous wording

The following table presents a reconciliation of adjusted EBITDA from the most comparable GAAP measure, net loss, for the three and six months ended June 30, 2025 and 2024:

Current wording

The following table presents a reconciliation of adjusted EBITDA from the most comparable GAAP measure, net loss, for the three and nine months ended September 30, 2025 and 2024:

Previous wording

Severance and strategic transformation costs include expenses associated with the termination of employees and expenses that focus on transforming the strategy of the Company’s sales and growth organization as well as our overall cost structure during the three and six months ended June 30, 2025 and 2024.

Current wording

Severance and strategic transformation costs include expenses associated with the termination of employees and expenses that focus on transforming the strategy of the Company’s sales and growth organization as well as our overall cost structure during the three and nine months ended September 30, 2025 and 2024.

Previous wording

In the three months ended June 30, 2025 and 2024, the Company recorded charges of $2.5 million and $5.3 million, respectively, in connection with severance and strategic transformation costs. In the six months ended June 30, 2025 and 2024, the Company recorded charges of $6.0 million and $14.0 million, respectively, in connection with severance and strategic transformation costs. The Company has executed a series of individual actions designed to maintain or improve our operating results and profitability. The Company continues to evaluate potential actions and may incur additional strategic transformation costs in future periods.

Current wording

In the three months ended September 30, 2025 and 2024, the Company recorded charges of $3.2 million and $2.9 million, respectively, in connection with severance and strategic transformation costs. In the nine months ended September 30, 2025 and 2024, the Company recorded charges of $9.2 million and $16.8 million, respectively, in connection with severance and strategic transformation costs. The Company has executed a series of individual actions designed to maintain or improve our operating results and profitability. The Company continues to evaluate potential actions and may incur additional strategic transformation costs in future periods.

Previous wording

The following table sets forth our summarized condensed consolidated statement of operations data for the three and six months ended June 30, 2025 and 2024 and the dollar and percentage change between the respective periods:

Current wording

The following table sets forth our summarized condensed consolidated statement of operations data for the three and nine months ended September 30, 2025 and 2024 and the dollar and percentage change between the respective periods:

Previous wording

For the three months ended June 30, 2025, subscription revenue increased $12.9 million due to timing of revenue recognition related to an arrangement with a strategic customer. Other revenue increased $1.1 million primarily related to professional services performed for our strategic customers. The sale of APC resulted in a decrease in visit revenue of $6.3 million in the three months ended June 30, 2025, which was partially offset by an increase in visit revenue of $0.7 million related to virtual primary care and special program visits. After adjusting for the impacts of the APC divestiture, visit revenue was consistent with the three months ended June 30, 2024.

Current wording

For the three months ended September 30, 2025, subscription revenue increased $4.7 million due to timing of revenue recognition related to an arrangement with a strategic customer. Other revenue decreased $3.1 million primarily related to professional services performed for our strategic customers. The sale of APC resulted in a decrease in visit revenue of $5.5 million in the three months ended September 30, 2025, visit revenue also decreased due to lower volume of urgent care and behavioral health visits within the period of $0.7 million.

Previous wording

For the six months ended June 30, 2025, subscription revenue increased $20.3 million due to timing of revenue recognition related to arrangements with several strategic customers. Other revenue increased $5.6 million primarily related to professional services performed for our strategic customers. The sale of APC resulted in a decrease in visit revenue of $12.4 million in the six months ended June 30, 2025, which was partially offset by an increase in visit revenue of $2.0 million related to virtual primary care and special program visits.

Current wording

For the nine months ended September 30, 2025, subscription revenue increased $25.0 million due to timing of revenue recognition related to arrangements with several strategic customers. Other revenue increased $2.4 million primarily related to professional services performed for our strategic customers. The sale of APC resulted in a decrease in visit revenue of $17.5 million in the nine months ended September 30, 2025, which was partially offset by an increase in visit revenue of $0.8 million related to virtual primary care and special program visits.

Previous wording

For the six months ended June 30, 2025, the decrease in cost of revenue was primarily driven by a decrease in provider costs of $9.9 million, mainly due to the sale of APC. Employee costs decreased $7.2 million due to a headcount reduction of 17% period over period. There was also a decrease in third party related costs of $1.6 million. The decreases were partially offset by an increase in marketing services provided for customers of $1.4 million. The Company's cost savings measures continue to have a positive impact on gross margin.

Current wording

For the three months ended September 30, 2025, the decrease in cost of revenue was primarily driven by a decrease in provider costs of $4.1 million, mainly due to the sale of APC. Employee costs decreased $5.0 million due to a headcount reduction of 29% period over period. There was also a decrease in third party related costs of $1.1 million and a decrease in marketing services for customers of $1.6 million. The Company's cost savings measures continue to have a positive impact on gross margin.

Previous wording

For the three months ended June 30, 2025, the decrease in cost of revenue was primarily driven by a decrease in provider costs of $4.5 million, mainly due to the sale of APC. Employee costs decreased $3.4 million due to a headcount reduction of 22% period over period. There was also a decrease in third party related costs of $0.3 million. The Company's cost savings measures continue to have a positive impact on gross margin.

Current wording

For the nine months ended September 30, 2025, the decrease in cost of revenue was primarily driven by a decrease in provider costs of $14.0 million, mainly due to the sale of APC. Employee costs decreased $12.2 million due to a headcount reduction of 21% period over period. There was also a decrease in third party related costs of $2.6 million. The Company's cost savings measures continue to have a positive impact on gross margin.

Previous wording

For the three months ended June 30, 2025, there was a decrease in employee-related costs of $2.5 million (due to headcount reduction of 12% period over period and reduced stock compensation expense). There was also a decrease of $0.3 million in third party software costs due to cost savings measures put into place.

Current wording

For the three months ended September 30, 2025, there was a decrease in employee-related costs of $1.0 million (due to headcount reduction of 15% period over period and reduced stock compensation expense). There was also a decrease of $0.2 million in third party software costs due to cost savings measures put into place.

Previous wording

For the six months ended June 30, 2025, there was a decrease in employee-related costs of $4.5 million (due to headcount reduction of 11% period over period and reduced stock compensation expense). There was also a decrease of $1.7 million in consulting spend as the peak development of the Amwell Converge platform is complete and due to cost savings measures put into place a decrease of $0.5 million in third party software costs.

Current wording

For the nine months ended September 30, 2025, there was a decrease in employee-related costs of $5.5 million (due to headcount reduction of 13% period over period and reduced stock compensation expense). There was also a decrease of $0.9 million in consulting spend as the peak development of the Amwell Converge platform is complete and due to cost savings measures put into place, a decrease of $0.7 million in third party software costs and $0.5 million in research spend.

Previous wording

For the three months ended June 30, 2025, there was a decrease in employee-related costs of $4.4 million (due to headcount reduction of 41% period over period and reduced stock compensation expense), and due to cost savings measures put into place a decrease in marketing spend of $0.4 million and cost consulting spend of $0.6 million.

Current wording

For the three months ended September 30, 2025, there was a decrease in employee-related costs of $6.5 million (due to headcount reduction of 49% period over period and reduced stock compensation expense), and due to cost savings measures put into place a decrease cost consulting spend of $0.7 million.

Previous wording

For the six months ended June 30, 2025, there was a decrease in employee-related costs of $12.3 million (due to headcount reduction of 40% period over period and reduced stock compensation expense), and due to cost savings measures put into place a decrease in marketing spend of $1.5 million and a decrease in consulting spend of $0.9 million. In the prior year there was strategic cost consulting spend of $3.6 million that did not occur in the current year.

Current wording

For the nine months ended September 30, 2025, there was a decrease in employee-related costs of $18.8 million (due to headcount reduction of 43% period over period and reduced stock compensation expense), and due to cost savings measures put into place a decrease in marketing spend of $1.3 million, a decrease in consulting spend of $1.5 million, and a decrease in overhead expenses of $0.4 million. In the prior year there was strategic cost consulting spend of $3.6 million that did not occur in the current year.

Previous wording

For the three months ended June 30, 2025, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $5.5 million. The employee related costs were driven primarily by the decrease in stock compensation expense as higher value historic awards had become fully expensed, as well as headcount reductions of 27% period over period. In addition, consulting spend decreased $0.4 million, as a result of cost savings measures put into place. In the prior year there was strategic cost consulting spend of $3.0 million that did not occur in the current year. These decreases were partially offset by an increase in legal costs of $2.2 million as the Company continues diligence and discovery related to various ongoing legal matters.

Current wording

For the three months ended September 30, 2025, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $9.3 million. The employee related costs were driven primarily by the decrease in stock compensation expense as higher value historic awards had become fully expensed, as well as headcount reductions of 36% period over period. These decreases were partially offset by an increase in legal costs of $5.2 million as the Company continues diligence and discovery related to various ongoing legal matters.

Previous wording

For the six months ended June 30, 2025, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $12.5 million. The employee related costs were driven primarily by the decrease in stock compensation expense as higher value historic awards had become fully expensed, as well as headcount reductions of 31% period over period. In addition, consulting spend decreased $1.0 million, as a result of cost savings measures put into place. In the prior year there was strategic cost consulting spend of $5.0 million that did not occur in the current year. These decreases were partially offset by an increase in legal costs of $2.8 million as the Company continues diligence and discovery related to various ongoing legal matters.

Current wording

For the nine months ended September 30, 2025, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $21.7 million. The employee related costs were driven primarily by the decrease in stock compensation expense as higher value historic awards had become fully expensed, as well as headcount reductions of 28% period over period. In addition, consulting spend decreased $0.7 million and insurance spend decreased $0.7 million, as a result of cost savings measures put into place. In the prior year there was strategic cost consulting spend of $5.0 million that did not occur in the current year. These decreases were partially offset by an increase in legal costs of $8.0 million as the Company continues diligence and discovery related to various ongoing legal matters.

Previous wording

Depreciation expense remained consistent for the three months ended June 30, 2025. For the three months ended June 30, 2025, amortization expense decreased by $0.1 million due to the sale of intangible assets in connection with the APC sale.

Current wording

Depreciation expense remained consistent for the three months ended September 30, 2025. For the three months ended September 30, 2025, amortization expense increased by $1.2 million due accelerated amortization on tradenames and the start of amortization on software development costs, the increases were partially offset due to the sale of intangible assets in connection with the APC sale.

Previous wording

Depreciation expense remained consistent for the six months ended June 30, 2025. For the six months ended June 30, 2025, amortization expense decreased by $0.3 million due to the sale of intangible assets in connection with the APC sale.

Current wording

Depreciation expense remained consistent for the nine months ended September 30, 2025. For the nine months ended September 30, 2025, amortization expense increased by $0.8 million due accelerated amortization on tradenames and the start of amortization on software development costs, the increases were partially offset due to the sale of intangible assets in connection with the APC sale.

Previous wording

For the three and six months ended June 30, 2025 and 2024, interest income and other (expense) income, net consist entirely of interest income and gains from our cash equivalents and short-term investments.

Current wording

For the three and nine months ended September 30, 2025 and 2024, interest income and other (expense) income, net consist entirely of interest income and gains from our cash equivalents and short-term investments.

Previous wording

Income tax benefit was $0.7 million and $0.2 million for the three and six months ended June 30, 2025, compared to income tax expense of $0.1 million and $1.4 million for the three and six months ended June 30, 2024.

Current wording

Income tax benefit was $1.2 million and $1.1 million for the three and nine months ended September 30, 2025, compared to income tax (benefit) expense was $(0.1) million and $1.2 million for the three and nine months ended September 30, 2024.

Previous wording

In 2019, the Company and Cleveland Clinic partnered to form a joint venture, under the name CCAW, JV LLC, to provide broad access to comprehensive and high acuity care services via virtual care. During the quarter ended June 30, 2025, the companies determined that these care services could be provided through partnering between the two entities and that the joint venture was no longer necessary to achieve care delivery. Therefore, the joint venture will wind down during the second half of 2025. The Company does not have a controlling financial interest in CCAW, JV LLC, but it does have the ability to exercise significant influence over the operating and financial policies of CCAW, JV LLC. Therefore, the Company accounts for its investments in CCAW, JV LLC using the equity method of accounting.

Current wording

In 2019, the Company and Cleveland Clinic partnered to form a joint venture, under the name CCAW, JV LLC, to provide broad access to comprehensive and high acuity care services via virtual care. The Company does not have a controlling financial interest in CCAW, JV LLC, but it does have the ability to exercise significant influence over the operating and financial policies of CCAW, JV LLC. Therefore, the Company accounts for its investments in CCAW, JV LLC using the equity method of accounting.

Previous wording

During the three months ended June 30, 2025 and 2024, the Company recognized a loss of $0.7 million and $0.8 million, respectively, as its proportionate share of the joint venture results of operations. During the six months ended June 30, 2025 and 2024, the Company recognized a loss of $1.5 million and $1.7 million, respectively, as its proportionate share of the joint venture results of operations.

Current wording

During the three months ended September 30, 2025, the Company recognized no loss or income as its proportionate share of the joint venture as the investment was written down to zero. During the three months ended September 30, 2024, the Company recognized a loss of $0.7 million, as its proportionate share of the joint venture results of operations. During the nine months ended September 30, 2025 and 2024, the Company recognized a loss of $1.5 million and $2.4 million, respectively, as its proportionate share of the joint venture results of operations.

Previous wording

Our principal sources of liquidity were cash and cash equivalents totaling $219.1 million and $228.3 million as of June 30, 2025 and December 31, 2024, respectively, which were held for a variety of growth initiatives and investments as well as working capital purposes. Our cash and cash equivalents are comprised of money market funds.

Current wording

Our principal sources of liquidity were cash and cash equivalents totaling $200.9 million and $228.3 million as of September 30, 2025 and December 31, 2024, respectively, which were held for a variety of growth initiatives and investments as well as working capital purposes. Our cash and cash equivalents are comprised of money market funds.

Previous wording

As shown in the accompanying condensed consolidated financial statements, the Company incurred a loss from operations of $50.8 million and a net loss of $37.9 million for the six months ended June 30, 2025 and had an accumulated deficit of $2,004.3 million as of June 30, 2025.

Current wording

As shown in the accompanying condensed consolidated financial statements, the Company incurred a loss from operations of $80.1 million and a net loss of $69.8 million for the nine months ended September 30, 2025 and had an accumulated deficit of $2,036.7 million as of September 30, 2025.

Previous wording

Cash used in operating activities was $29.8 million for the six months ended June 30, 2025. The primary driver of this use of cash was our net loss of $37.9 million. The net loss was partially offset by non-cash expenses of $22.5 million (primarily stock-based compensation of $13.3 million and depreciation and amortization of $16.0 million, offset by net gain on divestiture of $10.7 million).

Current wording

Cash used in operating activities was $48.6 million for the nine months ended September 30, 2025. The primary driver of this use of cash was our net loss of $69.8 million and decreases in accounts receivable and deferred revenue which resulted in decreases of cash of $15.5 million. The net loss was partially offset by non-cash expenses of $38.9 million (primarily stock-based compensation of $17.4 million and depreciation and amortization of $25.5 million, offset by net gain on divestiture of $8.7 million).

Previous wording

Cash used in operating activities was $81.5 million for the six months ended June 30, 2024. The primary driver of this use of cash was our net loss of $124.0 million. The net loss was partially offset by non-cash expenses of $46.2 million (primarily stock-based compensation of $26.1 million and depreciation and amortization of $16.5 million). The net loss was reflective of the investments made back into the Company (from a technology and infrastructure perspective), partially offset by the overall growth of our business including expansion of business with existing clients.

Current wording

Cash used in operating activities was $113.9 million for the nine months ended September 30, 2024. The primary driver of this use of cash was our net loss of $168.1 million. The net loss was partially offset by non-cash expenses of $66.8 million (primarily stock-based compensation of $36.7 million and depreciation and amortization of $24.8 million). The net loss was reflective of the investments made back into the Company (from a technology and infrastructure perspective), partially offset by the expansion of business with existing clients.

Previous wording

Cash provided by investing activities was $19.4 million for the six months ended June 30, 2025. Cash provided by investing activities consisted of $20.4 million in proceeds from divestiture offset by $1.0 million minority investment in a strategic technology partner.

Current wording

Cash provided by investing activities was $19.4 million for the nine months ended September 30, 2025. Cash provided by investing activities consisted of $20.4 million in proceeds from divestiture offset by $1.0 million minority investment in a strategic technology partner.

Previous wording

Cash used in investing activities was $9.8 million for the six months ended June 30, 2024. Cash used in investing activities consisted of $8.0 million in capitalized software development costs and $1.7 million investment in the less than majority owned joint venture.

Current wording

Cash used in investing activities was $14.5 million for the nine months ended September 30, 2024. Cash used in investing activities consisted of $12.7 million in capitalized software development costs and $1.7 million investment in the less than majority owned joint venture.

Previous wording

Cash provided by financing activities for the six months ended June 30, 2025, was $0.5 million. Cash provided by financing activities consisted of $0.5 million of proceeds from the employee stock purchase plan.

Current wording

Cash provided by financing activities for the nine months ended September 30, 2025, was $0.8 million. Cash provided by financing activities consisted of $0.8 million of proceeds from the employee stock purchase plan.

Previous wording

Cash provided by financing activities for the six months ended June 30, 2024, was $1.0 million. Cash provided by financing activities consisted of $1.0 million of proceeds from the employee stock purchase plan.

Current wording

Cash provided by financing activities for the nine months ended September 30, 2024, was $1.4 million. Cash provided by financing activities consisted of $1.4 million of proceeds from the employee stock purchase plan.