American Well Corp

Previous wording

the continuation of the Defense Health Agency relationship beyond the third quarter of 2026 with comparable financial terms.

Current wording

the continuation of the Defense Health Agency relationship beyond the fourth quarter of 2026 with comparable financial terms.

Previous wording

As of December 31, 2025, we powered the digital care programs of approximately 50 health plans, which collectively represent more than 90 million covered lives, as well as approximately 80 of the nation’s largest health systems. Since inception, we have powered approximately 39.5 million virtual care visits for our clients, including approximately 1.9 million in the six months ended June 30, 2026.

Current wording

As of December 31, 2025, we powered the digital care programs of approximately 50 health plans, which collectively represent more than 90 million covered lives, as well as approximately 80 of the nation’s largest health systems. Since inception, we have powered approximately 40.3 million virtual care visits for our clients, including approximately 2.7 million in the nine months ended September 30, 2026.

Previous wording

Total subscription fees received were $25.7 million and $40.4 million for the three months ended June 30, 2026 and 2025, respectively, and $50.6 million and $72.7 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Total subscription fees received were $23.9 million and $30.9 million for the three months ended September 30, 2026 and 2025, respectively, and $74.6 million and $103.6 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Fees received from AMG-related visits were $24.4 million and $22.8 million for the three months ended June 30, 2026 and 2025, respectively, and $53.3 million and $49.4 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Fees received from AMG-related visits were $23.7 million and $21.2 million for the three months ended September 30, 2026 and 2025, respectively, and $77.0 million and $70.6 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

Fees received from the provision of services and Carepoint devices were $1.9 million and $7.7 million for the three months ended June 30, 2026 and 2025, respectively, and $3.0 million and $15.7 million for the six months ended June 30, 2026 and 2025, respectively.

Current wording

Fees received from the provision of services and Carepoint devices were $1.4 million and $4.2 million for the three months ended September 30, 2026 and 2025, respectively, and $4.4 million and $19.8 million for the nine months ended September 30, 2026 and 2025, respectively.

Previous wording

In the six months ended June 30, 2026, our clients completed a total of 1.9 million visits using the Amwell Platform, while in the six months ended June 30, 2025, 2.5 million visits were completed. AMG providers accounted for 37% and 27% of total visits performed using the Amwell Platform during the six months ended June 30, 2026 and 2025, respectively. Visits have declined in the current period due to lower urgent care and behavioral visits as a result of customer churn, combined with summer seasonality.

Current wording

In the nine months ended September 30, 2026, our clients completed a total of 2.7 million visits using the Amwell Platform, while in the nine months ended September 30, 2025, 3.6 million visits were completed. AMG providers accounted for 38% and 27% of total visits performed using the Amwell Platform during the nine months ended September 30, 2026 and 2025, respectively. Visits have declined in the current period due to lower urgent care and behavioral visits as a result of customer churn, combined with lower seasonal illness volume in the summer months.

Previous wording

We calculate adjusted EBITDA as net loss adjusted to exclude (i) interest income and other income (expense), net, (ii) net gain on divestiture, (iii) income tax benefit and expense, (iv) depreciation and amortization, (v) stock-based compensation expense and (vi) severance and strategic transformation costs.

Current wording

We calculate adjusted EBITDA as net loss adjusted to exclude (i) interest income and other (expense) income, net, (ii) net gain (loss) on divestiture, (iii) income tax expense, (iv) depreciation and amortization, (v) stock-based compensation expense and (vi) severance and strategic transformation costs.

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, 2026 and 2025:

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, 2026 and 2025:

Previous wording

Severance and strategic transformation costs include expenses associated with the termination of employees and expenses (including abandonment of our corporate headquarters) 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, 2026 and 2025.

Current wording

Severance and strategic transformation costs include expenses associated with the termination of employees and expenses (including abandonment of our corporate headquarters) 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, 2026 and 2025.

Previous wording

Net gain on divestiture is related to the gain recognized on the sale of our APC business.

Current wording

Net gain (loss) on divestiture is related to the gain (loss) recognized on the sale of our APC business.

Previous wording

In the three months ended June 30, 2026 and 2025, the Company recorded charges of $(0.6) million and $2.5 million, respectively, in connection with severance and strategic transformation costs. In the six months ended June 30, 2026 and 2025, the Company recorded charges of $3.8 million and $6.0 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, 2026 and 2025, the Company recorded charges of $0.5 million and $3.2 million, respectively, in connection with severance and strategic transformation costs. In the nine months ended September 30, 2026 and 2025, the Company recorded charges of $4.3 million and $9.2 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, 2026 and 2025 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, 2026 and 2025 and the dollar and percentage change between the respective periods:

Previous wording

For the three months ended June 30, 2026, subscription revenue decreased $14.8 million due to timing of revenue recognition with our strategic customers. Other revenue decreased $5.8 million primarily related to a decline of $3.0 million in professional services performed around the integration of our strategic customers and a decline in marketing revenue of $2.7 million. These decreases were offset by an increase in visit revenue of $1.6 million due to the visit mix being weighted more to special program visits, partially offset by fewer visits.

Current wording

For the three months ended September 30, 2026, subscription revenue decreased $7.0 million due to timing of revenue recognition with our strategic customers. Other revenue decreased $2.8 million primarily related to a decline of $2.1 million in professional services performed around the integration of our strategic customers and a decline in hardware revenue of $0.4 million. These decreases were offset by an increase in visit revenue of $2.5 million due to the visit mix being weighted more to special program visits, partially offset by fewer visits.

Previous wording

For the six months ended June 30, 2026, subscription revenue decreased $22.1 million due to timing of revenue recognition with our strategic customers. Other revenue decreased $12.7 million primarily related to a decline of $7.1 million in professional services performed around the integration of our strategic customers and a decline in marketing revenue of $5.1 million. These decreases were offset by an increase in visit revenue of $3.9 million due to the visit mix being weighted more to special program visits, partially offset by fewer visits.

Current wording

For the nine months ended September 30, 2026, subscription revenue decreased $29.0 million due to timing of revenue recognition with our strategic customers. Other revenue decreased $15.5 million primarily related to a decline of $9.2 million in professional services performed around the integration of our strategic customers and a decline in marketing revenue of $5.4 million. These decreases were offset by an increase in visit revenue of $6.4 million due to the visit mix being weighted more to special program visits, partially offset by fewer visits.

Previous wording

For the six months ended June 30, 2026, the decrease in cost of revenue was primarily driven by a decrease in employee costs of $6.8 million due to a headcount reduction of 26% period over period. There was also a decrease in marketing services for customers of $5.0 million.

Current wording

For the three months ended September 30, 2026, the decrease in cost of revenue was primarily driven by a decrease in employee costs of $1.0 million due to a headcount reduction of 14% period over period. There was also a decrease in marketing services for customers of $1.1 million. Hardware costs also declined $0.5 million in line with the decline in revenue and second opinion costs declined $0.5 million compared to the three months ended September 30, 2025.

Previous wording

For the three months ended June 30, 2026, the decrease in cost of revenue was primarily driven by a decrease in employee costs of $3.2 million due to a headcount reduction of 24% period over period. There was also a decrease in marketing services for customers of $3.3 million.

Current wording

For the nine months ended September 30, 2026, the decrease in cost of revenue was primarily driven by a decrease in employee costs of $7.8 million due to a headcount reduction of 23% period over period. There was also a decrease in marketing services for customers of $6.1 million. Hardware costs also declined $0.6 million in line with the decline in revenue.

Previous wording

For the three months ended June 30, 2026, there was a decrease in employee-related costs of $6.1 million (due to headcount reduction of 24% period over period and reduced stock compensation expense). There was also a decrease of $1.6 million in consulting spend due to cost savings measures put into place, as well as more software development costs meeting the capitalization criteria.

Current wording

For the three months ended September 30, 2026, there was a decrease in employee-related costs of $6.9 million (due to headcount reduction of 19% period over period and reduced stock compensation expense). There was also a decrease of $1.5 million in consulting spend due to $3.0 million more software development costs meeting the capitalization criteria, partially offset by increased costs.

Previous wording

For the six months ended June 30, 2026, there was a decrease in employee-related costs of $14.1 million (due to headcount reduction of 27% period over period and reduced stock compensation expense). There was also a decrease of $3.7 million in consulting spend due to cost savings measures put into place, as well as more software development costs meeting the capitalization criteria.

Current wording

For the nine months ended September 30, 2026, there was a decrease in employee-related costs of $21.0 million (due to headcount reduction of 25% period over period and reduced stock compensation expense). There was also a decrease of $5.2 million in consulting spend due to $8.6 million more software development costs meeting the capitalization criteria, partially offset by increased costs.

Previous wording

For the three months ended June 30, 2026, there was a decrease in employee-related costs of $5.1 million (due to headcount reduction of 52% period over period and reduced stock compensation expense), and due to cost savings measures put into place a decrease in third party software spend of $0.5 million and consulting spend of $0.4 million.

Current wording

For the nine months ended September 30, 2026, there was a decrease in employee-related costs of $11.4 million (due to headcount reduction of 47% period over period and reduced stock compensation expense), and due to cost savings measures put into place a decrease in conference and marketing spend of $1.2 million.

Previous wording

For the three months ended June 30, 2026, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $5.9 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 26% period over period. The decrease was also due to a decrease in legal spend during the period of $2.1 million.

Current wording

For the three months ended September 30, 2026, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $1.6 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 16% period over period. The decrease was also due to a decrease in legal expense during the period of $5.5 million. These decreases were partially offset by an increase in third party software spend of $1.1 million.

Previous wording

For the six months ended June 30, 2026, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $15.2 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 29% period over period. The decrease was partially offset by an increase in bad debt related to historical visits of $1.7 million.

Current wording

For the nine months ended September 30, 2026, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $16.4 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 26% period over period. The decrease was also due to a decrease in legal spend during the period of $6.4 million. These decreases were partially offset by an increase in bad debt related to historical visits of $2.2 million and an increase in third party software expense of $1.2 million.

Previous wording

Depreciation expense remained consistent for the three and six months ended June 30, 2026 and 2025. Amortization expense for the three and six months ended June 30, 2026 decreased $1.2 million and $1.4 million due to certain intangible assets being fully amortized.

Current wording

Depreciation expense remained consistent for the three and nine months ended September 30, 2026 and 2025. Amortization expense for the three and nine months ended September 30, 2026 decreased $4.2 million and $5.6 million due to certain intangible assets being fully amortized.

Previous wording

For the three and six months ended June 30, 2026 and 2025, 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, 2026 and 2025, interest income and other (expense) income, net consist predominantly of interest income and gains from our cash equivalents and short-term investments and foreign currency gains and losses.

Previous wording

Income tax benefit was $0.5 million and $0.3 million for the three and six months ended June 30, 2026, compared to income tax benefit of $0.7 million and $0.2 million for the three and six months ended June 30, 2025.

Current wording

Income tax expense was $0.8 million and $0.4 million for the three and nine months ended September 30, 2026, compared to income tax expense of $1.2 million and $1.1 million for the three and nine months ended September 30, 2025.

Previous wording

During the three and six months ended June 30, 2026, 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 and six months ended June 30, 2025, the Company recognized a loss of $0.7 million and $1.5 million, as its proportionate share of the joint venture results of operations.

Current wording

During the three and nine months ended September 30, 2026 and 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 nine months ended September 30, 2025, the Company recognized a loss of $1.5 million, as its proportionate share of the joint venture results of operations.

Previous wording

Our principal sources of liquidity were cash and cash equivalents totaling $195.9 million and $182.3 million as of June 30, 2026 and December 31, 2025, 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 $180.8 million and $182.3 million as of September 30, 2026 and December 31, 2025, 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 $27.0 million and a net loss of $19.9 million for the six months ended June 30, 2026 and had an accumulated deficit of $2,082.4 million as of June 30, 2026.

Current wording

As shown in the accompanying condensed consolidated financial statements, the Company incurred a loss from operations of $38.6 million and a net loss of $30.9 million for the nine months ended September 30, 2026 and had an accumulated deficit of $2,093.8 million as of September 30, 2026.

Previous wording

The Company has no debt as of June 30, 2026 or December 31, 2025 and expects to generate operating losses in future periods.

Current wording

The Company has no debt as of September 30, 2026 or December 31, 2025 and continues to progress to breakeven in cash used in operations, but do expect to generate some operating losses in future periods.

Previous wording

Cash provided by operating activities was $9.7 million for the six months ended June 30, 2026. The primary driver of this was the increase in our accrued expense balance of $13.8 million offset by an increase in accounts receivable of $5.7 million. The cash provided by this was partially offset by the use of cash from our net loss of $19.9 million. The net loss was partially offset by non-cash expenses of $19.2 million (primarily depreciation and amortization of $14.6 million, stock-based compensation of $4.3 million and impairment of right of use asset of $3.4 million, offset by net gain on divestiture of $7.0 million).

Current wording

Cash used in operating activities was $1.9 million for the nine months ended September 30, 2026. The primary driver of this was the use of cash from our net loss of $30.9 million. The net loss was partially offset by non-cash expenses of $27.6 million

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 provided by investing activities was $1.4 million for the six months ended June 30, 2026. Cash used in investing activities consisted of $7.0 million in proceeds from divestiture offset by $5.6 million of capitalized software costs.

Current wording

Cash used in investing activities was $1.6 million for the nine months ended September 30, 2026. Cash used in investing activities consisted of $8.6 million of capitalized software costs partially offset by $7.0 million in proceeds from divestiture.

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

Current wording

Cash provided by financing activities for the nine months ended September 30, 2026, was $0.5 million, consisting of proceeds from the employee stock purchase plan.

Previous wording

Cash provided by financing activities for the six months ended June 30, 2026, was $0.3 million, consisting 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, consisting of proceeds from the employee stock purchase plan.