American Well Corp

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A INFORMATION

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AMERICAN WELL CORPORATION

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Dear Fellow Stockholder:

2025 was a transformative year for Amwell as we executed against our strategic priorities with discipline and focus. Our mission to transform healthcare through technology has never been more relevant, and I am pleased to report significant progress toward our goal of achieving positive cash flow from operations in 2026.

Strategic Progress and Operational Excellence

This year marked a fundamental shift in our business model as we successfully transitioned to a tech-enabled care platform. We increased our mix of subscription software revenues while systematically improving our operational efficiency across all functions. Our net loss improved by over 55%, demonstrating the effectiveness of our cost reduction initiatives and margin expansion efforts.

Our partnership with the U.S. Defense Health Agency (DHA) represents a cornerstone achievement. During 2025, we successfully deployed our SaaS platform to power the DHA Digital First initiatives. Virtual visits have ramped steadily since going live on our platform, and provider and patient satisfaction remains very high. While budget restrictions led to the exclusion of our behavioral health and automated care programs from the 2026 contract extension, we remain confident in the clinical efficacy and cost-effectiveness of these solutions and believe they strongly support future enterprise-wide adoption.

Below are a few 2025 financial highlights:

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Recorded Total Revenue of $249.3 million

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Achieved subscription revenue of $132.4 million

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Recorded AMG visit revenue of $94.3 million

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Reported gross margin of 53%

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Net loss was ($95.0) million compared to ($212.6) million in 2024

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Total visits were 4.5 million

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Cash and short-term securities as of year-end were approximately $182.3 million.

Market Dynamics and Competitive Positioning

The healthcare landscape continues to evolve in ways that favor our integrated platform approach. Consumer demand for digital health is accelerating, with mental health telehealth utilization reaching nearly 30% and a vast majority of Gen Z using health technology monthly. Digital disease management solutions are demonstrating measurable results, including 50% reductions in 30-day readmission rates in some cases.

However, the market faces significant fragmentation challenges. Employers now manage an average of four to nine point solutions, not to mention the increased complexity and cost associated with inefficient data exchange. As a result, more than half of health plan leaders have identified integrated solutions as a top 2025 priority.

The Amwell platform addresses this critical gap by providing one relationship, one user experience, and one data and reporting infrastructure across a dynamic array of clinical programs and vendors. Unlike competitors who feature their own brands, we enable customers to offer white-labeled experiences, allowing them to maintain their brand identity while accessing our comprehensive platform capabilities. Our unique business model never forces clients to use only Amwell clinical programs, aligning our interests with theirs as long-term partners.

Innovation and Focus

Our commitment is to develop automation tools that empower clients to do more faster while reducing our own deployment costs. We are decisively divesting non-core assets, including the sale of our Amwell Psychiatric Care business, to focus resources on our core platform offering. We continue to fully support legacy assets that provide value to customers, with the expectation that they will migrate to our core offering over time when ready.

Looking Ahead

As we enter 2026, we remain focused on executing our plan to achieve operating cash flow breakeven by year-end. Our strategy centers on two main work streams: leveraging our enterprise-grade, differentiated platform to generate value in select market segments, and ensuring all operations are extremely efficient and effective.

The integration of AI across healthcare represents the most significant catalyst for the evolution of tech-enabled care. Our ability to supplement automated programs with trusted in-network certified providers at scale enables the safe and effective adoption of AI-driven solutions. This architecture helps customers improve acquisition costs, enhance brand value, and achieve better outcomes through our tools for matching programs with appropriate cohorts.

We believe our competitive advantages will become increasingly visible and compelling as we continue deploying our new Amwell platform. Our long journey is in many ways only beginning, and we are excited about the future we are building for our customers, our company, and you, our valued shareholders.

You are cordially invited to attend the 2026 Annual Meeting of Stockholders of Amwell, to be held Tuesday, June 16, 2026 at 12:00 p.m. eastern time via the following link: www.virtualshareholdermeeting.com/AMWL2026. 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 2026 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 2026 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD JUNE 16, 2026

Dear Stockholders:

We are pleased to notify you that we will hold the 2026 annual meeting of stockholders (the “Annual Meeting”) on Tuesday, June 16, 2026 at 12:00 p.m. eastern time. The Annual Meeting will be in a virtual meeting format atwww.virtualshareholdermeeting.com/AMWL2026.

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, 2026; 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 17, 2026 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. On or about April 23, 2026, 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 the Annual Meeting and our 2025 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. You may vote over the Internet, telephone or by mail. You are urged to vote in accordance with the instructions set forth in the proxy materials. 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/AMWL2026 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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