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What changed in American Well Corp's 10-K — 2024 vs 2025

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Paragraph-level year-over-year comparison of American Well Corp's 2024 and 2025 10-K annual filings, covering the Business, Risk Factors, Legal Proceedings, Cybersecurity, MD&A and Market Risk sections. Every new, removed and edited paragraph is highlighted side-by-side so you can see exactly what management changed in the 2025 report.

+304 added−302 removedSource: 10-K (2026-02-12) vs 10-K (2025-02-12)

Top changes in American Well Corp's 2025 10-K

304 paragraphs added · 302 removed · 271 edited across 9 sections

Item 1. Business

Business — how the company describes what it does

89 edited+7 added−10 removed190 unchanged
Biggest changeDispositions On January 8, 2025, Amwell entered into an asset purchase agreement relating to the sale of all property and assets owned, leased or licensed by Amwell's wholly owned subsidiary, Aligned Telehealth, LLC ("Aligned"), and affiliated clinical partner, Asana Integrated Medical Group ("Asana" and together with Aligned, "APC"), which are primarily used or held for use in connection with Amwell’s business of providing telepsychiatry services to hospitals and correctional programs (the "APC Business"), subject to certain specified exclusions such as cash.
Biggest changeFor example, in January 2025, we divested all property and assets owned, leased or licensed by our wholly owned subsidiary, Aligned Telehealth, LLC ("Aligned"), and affiliated clinical partner, Asana Integrated Medical Group ("Asana" and together with Aligned, "APC"), which were primarily used or held for use in connection with Amwell’s business of providing telepsychiatry services to hospitals and correctional programs (the "APC Business"), subject to certain specified exclusions such as cash for total consideration of (i) an upfront cash payment of $20.7 million, subject to customary adjustments and (ii) an additional cash payment (the “Additional Payment”) equal to 0.4x the buyer and its affiliates’ aggregate revenues arising from the provision of the APC Business to current customers and potential customers in the sales pipeline of APC during the twelve-month period immediately following the closing, subject to certain exclusions.
We believe the breadth of our existing customer ecosystem, our unique customer footprint with both payers and providers, the depth of our platform, and our business-to-business focus on promoting existing healthcare brands and integrating with multiple platforms increases the likelihood that stakeholders seeking to develop digital and hybrid care solutions will increasingly choose to collaborate with Amwell.
We believe the breadth of our existing customer ecosystem, our unique customer footprint with both payers and providers, the depth of the Amwell Platform, and our business-to-business focus on promoting existing healthcare brands and integrating with multiple platforms increases the likelihood that stakeholders seeking to develop digital and hybrid care solutions will increasingly choose to collaborate with Amwell.
Total Rewards Framework • Compensation o Base Salary o Short-Term Incentives o Long-Term Incentives o Employee Stock Purchase Program • Benefits o Healthcare o Retirement/Pension o Life, Disability, and Income Protection o Voluntary Benefits o Mental Wellbeing Support • Work-Life o Virtual First Work Environment o Paid Time Off o Leave Programs o EAP Program 19 • Rewards and Recognition o Recognition Program o Performance Feedback o Annual Merit and Bonus Program o Service Anniversaries • Development o Tuition Assistance o Training Opportunities o Leadership Development Engagement We value and solicit employee feedback and listen to all of our employees through various outlets, including all hands meetings and yearly engagement surveys.
Total Rewards Framework • Compensation o Base Salary o Short-Term Incentives o Long-Term Incentives o Employee Stock Purchase Program • Benefits o Healthcare o Retirement/Pension o Life, Disability, and Income Protection o Voluntary Benefits o Mental Wellbeing Support • Work-Life o Virtual First Work Environment o Paid Time Off o Leave Programs o EAP Program • Rewards and Recognition o Recognition Program o Performance Feedback o Annual Merit and Bonus Program o Service Anniversaries 19 • Development o Tuition Assistance o Training Opportunities o Leadership Development Engagement We value and solicit employee feedback and listen to all of our employees through various outlets, including all hands meetings and yearly engagement surveys.
For health systems, additional solutions typically include an expanding range of specialty care use cases across the care continuum. • Enabling the sale of new solutions and services for clients to sell to their consumers and B2B customers —Many clients benefit from our scalable and configurable platform to create high-value programs to sell to their clients, whether it be virtual primary care staffed by their own providers, chronic care management programs or retail urgent care.
For health systems, additional solutions typically include an expanding range of specialty care use cases across the care continuum. 7 • Enabling the sale of new solutions and services for clients to sell to their consumers and B2B customers —Many clients benefit from our scalable and configurable platform to create high-value programs to sell to their clients, whether it be virtual primary care staffed by their own providers, chronic care management programs or retail urgent care.
With our platform as a service digital care solution, there is no need for clients to purchase hardware, install and upgrade software, or manage system operations. The hosted approach ensures that visit capacity scales without requiring client-side interventions or upgrades. We manage hosting operations and security, which is monitored 24/7 by our Cyber Command Center (C3) and NOC.
With the Amwell Platform as a service digital care solution, there is no need for clients to purchase hardware, install and upgrade software, or manage system operations. The hosted approach ensures that visit capacity scales without requiring client-side interventions or upgrades. We manage hosting operations and security, which is monitored 24/7 by our Cyber Command Center (C3) and NOC.
We make available free of charge at the Investors section of this website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we file or furnish such materials with the Securities and Exchange Commission, or 21 SEC.
We make available free of charge at the Investors section of this website our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to those reports filed or furnished pursuant to Sections 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after we file or furnish such materials with the Securities and Exchange Commission, or SEC.
Driven by employees, with executive oversight, Amwell Cares works to support various causes, including health equity, hunger relief, and natural disaster recovery, through a variety of activities, including but not limited 20 to company matches, sponsorship of and participation in charity walks/runs, donations and volunteer opportunities, and pro bono healthcare services delivered to communities affected by hurricane, fire or flood.
Driven by employees, with executive oversight, Amwell Cares works to support various causes, including health equity, hunger relief, and natural disaster recovery, through a variety of activities, including but not limited to company matches, sponsorship of and participation in charity walks/runs, donations and volunteer opportunities, and pro bono healthcare services delivered to communities affected by hurricane, fire or flood.
Our Competitive Strengths Supporting the Full Continuum of Care with Synchronous, Asynchronous and Automated Capabilities Our platform enables clients to deploy and configure care pathways that blend a range of technology-enabled care modalities. For example, a patient may benefit from ongoing digital-based therapy to assist with managing a behavioral health issue, chronic condition or recovery post hospital discharge.
Our Competitive Strengths Supporting the Full Continuum of Care with Synchronous, Asynchronous and Automated Capabilities The Amwell Platform enables clients to deploy and configure care pathways that blend a range of technology-enabled care modalities. For example, a patient may benefit from ongoing digital-based therapy to assist with managing a behavioral health issue, chronic condition or recovery post hospital discharge.
While we consider the companies above to be competitors, many are also partners or potential partners. For example, in the health system market, we routinely partner and/or integrate with EHR vendors to enhance care delivery for our customers. As we continue to open our platform to third-party innovators, we believe erstwhile competitors will increasingly become collaborators and integration points.
While we consider the companies above to be competitors, many are also partners or potential partners. For example, in the health system market, we routinely partner and/or integrate with EHR vendors to enhance care delivery for our customers. As we continue to open the Amwell Platform to third-party innovators, we believe erstwhile competitors will increasingly become collaborators and integration points.
For health systems, our enterprise platform enables provider-to-provider virtual care for use cases ranging from stroke to virtual nursing and e-sitting. Our suite of Carepoint devices can enhance in-person care, whether the clients want to turn existing equipment such as televisions or iPads into digital access points or use Amwell Carepoint TM carts and peripherals.
For health systems, the Amwell Platform enables provider-to-provider virtual care for use cases ranging from stroke to virtual nursing and e-sitting. Our suite of Carepoint devices can enhance in-person care, whether the clients want to turn existing equipment such as televisions or iPads into digital access points or use Amwell Carepoint TM carts and peripherals.
Clients also can offer members access to our suite of specialty care programs offered through best-of-breed partners, including musculoskeletal care, second opinion, dermatology, and cardiometabolic care. The Amwell Converge platform’s open architecture allows it to integrate with health plans’ and employers’ existing systems and point solutions, connecting the digital care ecosystem and simplifying the member experience.
Clients also can offer members access to our suite of specialty care programs offered through best-of-breed partners, including musculoskeletal care, second opinion, dermatology, and cardiometabolic care. The Amwell Platform’s open architecture allows it to integrate with health plans’ and employers’ existing systems and point solutions, connecting the digital care ecosystem and simplifying the member experience.
Practices can be organized by clinical specialty (e.g., primary care, therapy, nutrition), by disease state (e.g., diabetes, asthma, hypertension) or by program type (e.g., smoking cessation, weight loss, wellness). Each practice typically represents a distinct clinical use case with its own associated client branding, patient workflows, associated providers, eligibility and pricing.
Practices can be organized by clinical specialty (e.g., primary care, therapy, nutrition), by disease state (e.g., diabetes, asthma, 8 hypertension) or by program type (e.g., smoking cessation, weight loss, wellness). Each practice typically represents a distinct clinical use case with its own associated client branding, patient workflows, associated providers, eligibility and pricing.
These security capabilities ensure that clients’ and patients' data are held to high standards, limiting the impact of and ability for cyberattacks. 9 Scalability and Innovation The Amwell Converge ™ platform allows providers to easily expand their use of digital care, taking advantage of highly scalable managed services from best-in-class technology partners.
These security capabilities ensure that clients’ and patients’ data are held to high standards, limiting the impact of and ability for cyberattacks. 9 Scalability and Innovation The Amwell Platform allows providers to easily expand their use of digital care, taking advantage of highly scalable managed services from best-in-class technology partners.
Overall Platform Design User Experience The Amwell Converge ™ platform is designed to be a consistent experience across any application, workflow or access point for both providers and patients. The entire user experience is brandable by the client, letting providers and patients know they are meeting under the trusted brand of their preferred healthcare organization, driving brand affinity.
Overall Platform Design User Experience The Amwell Platform is designed to be a consistent experience across any application, workflow or access point for both providers and patients. The entire user experience is brandable by the client, letting providers and patients know they are meeting under the trusted brand of their preferred healthcare organization, driving brand affinity.
We maintain relationships with key industry participants including media publications, industry analyst firms, benefit consultants, brokers, group purchasing organizations and health plan and health system partners. Channel partners also play a key role in marketing and selling our products to our client base, primarily focusing on the Amwell Converge ™ platform and Carepoint devices.
We maintain relationships with key industry participants including media publications, industry analyst firms, benefit consultants, brokers, group purchasing organizations and health plan and health system partners. Channel partners also play a key role in marketing and selling our products to our client base, primarily focusing on the Amwell Platform and Carepoint devices.
These practices enable clients to attract patients and members and drive revenue with services they offer. 8 Visits For urgent care and walk-in clinic type use cases, patients can seek care on-demand whenever coverage is available (currently 50 states and D.C., 24/7 for urgent care via AMG providers).
These practices enable clients to attract patients and members and drive revenue with services they offer. Visits For urgent care and walk-in clinic type use cases, patients can seek care on-demand whenever coverage is available (currently 50 states and D.C., 24/7 for urgent care via AMG providers).
As digital care delivery continues to evolve, Amwell clients and partners have the flexibility and agility to scale virtual care 10x, or 1,000x, as needed. Interoperability The Amwell Converge ™ platform is built on FHIR (“Fast Healthcare Interoperability Resources”) – not an antiquated, proprietary data model that needs to be translated to HL7 standards.
As digital care delivery continues to evolve, Amwell clients and partners have the flexibility and agility to scale virtual care 10x, or 1,000x, as needed. Interoperability The Amwell Platform is built on FHIR (“Fast Healthcare Interoperability Resources”) – not an antiquated, proprietary data model that needs to be translated to HL7 standards.
We historically deliver high levels of system uptime across our platform. Due to the sensitive nature of our client and patient data, we have invested heavily in data security and protection. We utilize a multi-tiered security architecture. All data are secured both in motion and at rest using the latest encryption technologies.
We historically deliver high levels of system uptime across the Amwell Platform. Due to the sensitive nature of our client and patient data, we have invested heavily in data security and protection. We utilize a multi-tiered security architecture. All data are secured both in motion and at rest using the latest encryption technologies.
All data within the platform works with healthcare organizations’ systems and any EHR. Being FHIR-native allows the platform to be interoperable with the entire healthcare ecosystem and creates an open platform for third-party developers. App Framework We have opened the Amwell Converge ™ platform to others to build on and expand its abilities.
All data within the Amwell Platform works with healthcare organizations’ systems and any EHR. Being FHIR-native allows the Amwell Platform to be interoperable with the entire healthcare ecosystem and creates an open platform for third-party developers. App Framework We have opened the Amwell Platform to others to build on and expand its abilities.
Importantly, solutions can be launched directly from within a provider’s EHR system, creating a seamless experience and reducing redundant data entry. • Payers — Access to the Amwell Converge platform can be embedded directly into health plan portals, websites, and mobile applications, all using the health plan’s trusted brand.
Importantly, solutions can be launched directly from within a provider’s EHR system, creating a seamless experience and reducing redundant data entry. • Payers — Access to the Amwell Platform can be embedded directly into health plan portals, websites, and mobile applications, all using the health plan’s trusted brand.
The UK has adopted the UK GDPR and Data Protection Act. The GDPR and UK data protection law may increasingly diverge from each other, thereby increasing both our compliance costs and the potential for noncompliance. 16 Our European clinical operations team and our health care clients in Europe are regulated as data controllers under GDPR.
The UK has adopted the UK GDPR and Data Protection Act. The GDPR and UK data protection law may increasingly diverge from each other, thereby increasing both our compliance costs and the potential for noncompliance. Our European clinical operations team and our health care clients in Europe are regulated as data controllers under GDPR.
We believe our platform’s ability to seamlessly integrate Amwell capabilities, client capabilities, and third-party capabilities versus forcing clients to either manage numerous point solutions or get locked into a single full stack vendor solution is another strong differentiator in our industry.
We believe the Amwell Platform’s ability to seamlessly integrate Amwell capabilities, client capabilities, and third-party capabilities versus forcing clients to either manage numerous point solutions or get locked into a single full stack vendor solution is another strong differentiator in our industry.
For patients and members, our embedded functionality simplifies hybrid care delivery directly into the portals and systems those individuals are already utilizing. Connected Ecosystem of Health Systems, Health Plans and Innovators We have technology and care delivery partnerships with many of the world’s largest and most trusted health systems, health plans and healthcare innovators.
For patients and members, our embedded functionality simplifies hybrid care delivery directly into the portals and systems those individuals are already utilizing. 6 Connected Ecosystem of Health Systems, Health Plans and Innovators We have technology and care delivery partnerships with many of the world’s largest and most trusted health systems, health plans and healthcare innovators.
Our Products The primary product we sell is access to the Amwell Converge platform, our enterprise, digital care delivery platform and software, via recurring subscriptions. We sell additional related services and solutions via configurable modules, partner programs, and Carepoint devices and services, including implementation, engagement, cart fleet management and integration.
Our Products The primary product we sell is access to the Amwell Platform, our enterprise, digital care delivery platform and software, via recurring subscriptions. We sell additional related services and solutions via configurable modules, partner programs, and Carepoint devices and services, including implementation, engagement, cart fleet management and integration.
Guided by our mission and values, we are committed to achieving excellence on behalf of our employees, clients and partners and the patients and providers we serve. 18 Human Capital - Investing in our Employees We continually seek ways to attract, grow, develop and retain an exceptionally talented and motivated workforce.
Guided by our mission and values, we are committed to achieving excellence on behalf of our employees, clients and partners and the patients and providers we serve. Human Capital - Investing in our Employees We continually seek ways to attract, grow, develop and retain an exceptionally talented and motivated workforce.
Security and Reliability The Amwell Converge ™ platform has been designed to be secure and scalable; testing is automated and includes security scans, all vetted by our QA team. These scans are also vetted by our dedicated cybersecurity team, which includes security experts who monitor and address issues around the clock.
Security and Reliability The Amwell Platform has been designed to be secure and scalable; testing is automated and includes security scans, all vetted by our QA team. These scans are also vetted by our dedicated cybersecurity team, which includes security experts who monitor and address issues around the clock.
Following the publication of our inaugural report in 2022 and annually thereafter, we reached out to our top stakeholders who validated our approach to ESG, which is focused on establishing goals and achieving incremental 17 improvement year over year.
Following the publication of our inaugural report in 2022 and annually thereafter, we reached out to our top stakeholders who validated our approach to ESG, which is focused on establishing goals and achieving incremental improvement year over year.
International Regulation Our international operations are and will be subject to different, and sometimes more stringent, legal and regulatory requirements, which vary widely by jurisdiction, including anti-corruption laws; economic sanctions laws; various privacy, insurance, tax, tariff and trade laws and regulations; corporate governance, privacy, data protection (including the EU General Data Protection Regulation ("GDPR") and the UK General Data Protection Regulation ("UK GDPR")), data mining, data transfer, labor and employment, intellectual property, consumer protection and investment laws and regulations; discriminatory licensing procedures; required localization of records and funds; and limitations on dividends and repatriation of capital.
International Regulation Our international operations are and will be subject to different, and sometimes more stringent, legal and regulatory requirements, which vary widely by jurisdiction, including anti-corruption laws; economic sanctions laws; various privacy, insurance, tax, tariff and trade laws and regulations; corporate governance, privacy, data protection (including the EU General Data Protection Regulation ("GDPR") and the UK General Data Protection Regulation ("UK GDPR")), data mining, data transfer, artificial intelligence, labor and employment, intellectual property, consumer protection and investment laws and regulations; discriminatory licensing procedures; required localization of records and funds; and limitations on dividends and repatriation of capital.
The FHIR APIs at the core of the platform can invoke and give context to any external service, which can then be hosted inside the digital care experience, right in the field of view between the patient and the clinician.
The FHIR APIs at the core of the Amwell Platform can invoke and give context to any external service, which can then be hosted inside the digital care experience, right in the field of view between the patient and the clinician.
Client-Branded, Embedded Digital Experiences Our configurable platform and its associated APIs and widgets encourage our clients to deploy digital and hybrid care programs under their own brands, unlike telehealth and virtual care players who promote programs under their brands.
Client-Branded, Embedded Digital Experiences Our configurable Amwell Platform and its associated APIs and widgets encourage our clients to deploy digital and hybrid care programs under their own brands, unlike telehealth and virtual care players who promote programs under their brands.
As a data processor, we are also directly regulated by GDPR and are required to provide satisfactory written assurances to our clients through written data processing agreements that we will provide our services in accordance with GDPR.
As a data processor, we are also directly regulated by GDPR and are required to provide satisfactory written assurances to our clients through written data processing agreements 16 that we will provide our services in accordance with GDPR.
These automated care programs share patient data back with the care team and can escalate care to a virtual or in-person visit when necessary and based on client-implemented protocols.
These automated care programs share patient data back with the care team and can escalate care to a virtual or in-person visit when necessary and based on 3 client-implemented protocols.
All medical professionals go through a rigorous onboarding and credential checking process. When practicing online, doctors are required to deliver care in a medically appropriate setting. We offer similar best practices and training to our clients who utilize their own providers. Patients consistently rate AMG providers highly, with an average rating of 4.8 out of 5.0.
All medical professionals go through a rigorous onboarding and credential checking process. When practicing online, doctors are required to deliver care in a medically appropriate setting. We offer similar best practices and training to our clients who utilize their own providers. Patients consistently rate AMG providers highly, with an average rating of 4.9 out of 5.0.
The platform can host and operate applications created by outside developers, whether to serve their own organizations or offer innovations to our large ecosystem.
The Amwell Platform can host and operate applications created by outside developers, whether to serve their own organizations or offer innovations to our large ecosystem.
Platform Integration Enabling Efficient Delivery of Hybrid Care Our platform integrates with clients’ care pathways and workflows using our APIs and embeddable software widgets. In addition to enabling workflows within client EHR systems such as Epic and Oracle Health, our platform enables client care via “digital front doors”, mobile apps, and nurse lines for patient access.
Platform Integration Enabling Efficient Delivery of Hybrid Care The Amwell Platform integrates with clients’ care pathways and workflows using our APIs and embeddable software widgets. In addition to enabling workflows within client EHR systems such as Epic and Oracle Health, our Amwell Platform enables client care via “digital front doors”, mobile apps, and nurse lines for patient access.
Environmental, Social, and Governance (“ESG”) Initiatives Our values are core to who we are and serve as the foundation on which we are able to build a strong organization and promote the long-term interests of our stockholders and stakeholders. We have made meaningful progress on our ESG goals and reported on this progress in our 2024 Corporate Responsibility Report.
Environmental, Social, and Governance (“ESG”) Initiatives Our values are core to who we are and serve as the foundation on which we are able to build a strong organization and promote the long-term interests of our stockholders and stakeholders. We have made meaningful progress on our ESG goals and reported on this progress in our 2025 Corporate Responsibility Report.
We offer provider training, outreach, and best practices to drive increased patient acquisition and retention, appropriate utilization, and better outcomes.
We offer provider training, outreach, and 5 best practices to drive increased patient acquisition and retention, appropriate utilization, and better outcomes.
The platform received a thumbs-up rating by patients of over 90% for the full-year period ended December 31, 2024. • Providers— The Amwell Converge platform is designed to deliver an easy-to-use provider experience via web or mobile device. Providers access familiar workflows for taking notes, prescribing, referencing clinical treatment guidelines and receiving alerts for gaps in care or referral protocols.
The Amwell Platform received a thumbs-up rating by patients of over 90% for the full-year period ended December 31, 2025. • Providers— The Amwell Platform is designed to deliver an easy-to-use provider experience via web or mobile device. Providers access familiar workflows for taking notes, prescribing, referencing clinical treatment guidelines and receiving alerts for gaps in care or referral protocols.
Our platform is designed to be used by all, from the small innovative health systems, like El Camino Health, ‘the hospital of Silicon Valley’, to the largest health organizations like Elevance Health, The National Health Service in the United Kingdom and the U.S. Military Health System.
The Amwell Platform is designed to be used by all, from the small innovative health systems, like El Camino Health, ‘the hospital of Silicon Valley’, to the largest health organizations like Elevance Health, The National Health Service in the United Kingdom and the U.S. Military Health System.
We have designed our platform to be future-ready, intuitive and convenient for patients, providers and payers: • Patients and Members— For member or patient-initiated on-demand/urgent care visits, patients can elect to see the next available clinician.
We have designed the Amwell Platform to be future-ready, intuitive and convenient for patients, providers and payers: • Patients and Members— For member or patient-initiated on-demand/urgent care visits, patients can elect to see the next available clinician.
This trend is driving our strategy to create a digital formulary as part of our platform to provide high-quality vetted apps, services and products developed by leading innovators as well as by our clients themselves.
This trend is driving our strategy to create a digital formulary as part of the Amwell Platform to provide high-quality vetted apps, services and products developed by leading innovators as well as by our clients themselves.
We use targeted patient and provider engagement campaigns, best practices training as well as operational support to further drive an increase in usage across our platform. • Adding new solutions —Most clients begin with one or two solutions for hybrid care delivery, but then expand into additional use cases.
We use targeted patient and provider engagement campaigns, best practices training as well as operational support to further drive an increase in usage across the Amwell Platform. • Adding new solutions —Most clients begin with one or two solutions for hybrid care delivery, but then expand into additional use cases.
Support for Third-Party and First-Party Applications and Solutions The Amwell Converge ™ platform enables clients to add their own digital assets as well as best-in-class third party solutions and activate members and patients directly from our platform.
Support for Third-Party and First-Party Applications and Solutions The Amwell Platform enables clients to add their own digital assets as well as best-in-class third party solutions and activate members and patients directly from the Amwell Platform.
For health plans, employers and government entities, our enterprise platform enables a member-centric hybrid care experience, seamlessly connecting with current technology investments and offering an open architecture that allows simple integration of future innovation. The platform enables a broad set of use cases, including primary, urgent, mental health, specialty, and chronic care.
For health plans, employers and government entities, the Amwell Platform enables a member-centric hybrid care experience, seamlessly connecting with current technology investments and offering an open architecture that allows simple integration of future innovation. The Amwell Platform enables a broad set of use cases, including primary, urgent, mental health, specialty, and chronic care.
Our enterprise platform also helps extend care outside the care setting by enabling both on-demand and scheduled provider-to-patient care for a range of use cases. This includes, but is not limited to, urgent care, primary care, behavioral health, chronic disease management, and specialty follow-up care.
The Amwell Platform also helps extend care outside the care setting by enabling both on-demand and scheduled provider-to-patient care for a range of use cases. This includes, but is not limited to, urgent care, primary care, behavioral health, chronic disease management, and specialty follow-up care.
For urgent care, the median wait time is less than 4 minutes for the 24 months ended December 31, 2024. Research and Development Our ability to continue to differentiate and enhance our platform and offerings depends, in large part, on our capacity to continue to introduce new services, technologies, features and functionality.
For urgent care, the median wait time is less than 4 minutes for the 24 months ended December 31, 2025. Research and Development Our ability to continue to differentiate and enhance the Amwell Platform and offerings depends, in large part, on our capacity to continue to introduce new services, technologies, features and functionality.
They can enroll patients in automated care 3 programs to augment care, when appropriate.
They can enroll patients in automated care programs to augment care, when appropriate.
Our urgent care solution helps members conveniently and effectively address unplanned care needs without visiting the emergency department or local urgent care facility, driving quality outcomes at a lower cost. Our clients’ providers use our enterprise platform and software to serve their patients and members.
Our urgent care solution helps members conveniently and effectively address unplanned care needs without visiting the emergency department or local urgent care facility, driving quality outcomes at a lower cost. Our clients’ providers use the Amwell Platform to serve their patients and members.
Other To the extent required by Item 1 of Form 10-K, the information contained in Item 7 of this Annual Report is hereby incorporated by reference in this Item 1. 22
Other To the extent required by Item 1 of Form 10-K, the information contained in Item 7 of this Annual Report is hereby incorporated by reference in this Item 1. 21
The EU-US Privacy Shield has been replaced by an enhanced legal mechanism for data transfer namely the EU-US Data Privacy Framework (“DPF”) and the UK Extension to the DPF. However, the validity of the DPF is likely to be challenged before the CJEU.
The EU-US Privacy Shield has been replaced by an enhanced legal mechanism for data transfer namely the EU-US Data Privacy Framework (“DPF”) and the UK Extension to the DPF. However, the validity of the DPF may be challenged before the CJEU.
GDPR applies to personal data relating to all categories of data subjects including patients, job applicants, employees, contractors, client workforce members, business contacts, and web visitors. We are the data controller where we decide the purpose and means of processing data for a given activity, such as recruit mentor marketing.
GDPR applies to personal data relating to all categories of data subjects including patients, job applicants, employees, contractors, client workforce members, business contacts, and web visitors. We are the data controller where we decide the purpose and means of processing data for a given activity, such as recruitment or marketing.
Corporate Practice of Medicine Laws in the U.S.; Fee Splitting We contract with physicians or physician-owned professional associations and professional corporations to provide access to our enterprise platform to them and their patients.
Corporate Practice of Medicine Laws in the U.S.; Fee Splitting We contract with physicians or physician-owned professional associations and professional corporations to provide access to the Amwell Platform to them and their patients.
These additional services can be added to any base platform subscription. We augment customers’ successful adoption of virtual care delivery by also selling access to clinical services on a fee-for-service basis on our platform and through our direct-to-consumer app. Our Technology and Operations Our platform, software and services are designed to provide superior patient and provider experiences.
These additional services can be added to any base Amwell Platform subscription. We augment customers’ successful adoption of virtual care delivery by also selling access to clinical services on a fee-for-service basis on the Amwell Platform and through our direct-to-consumer app. Our Technology and Operations Our Amwell Platform is designed to provide superior patient and provider experiences.
We are a business associate of our covered entity clients when we are working on behalf of our covered entity clients including our affiliated medical groups and also when we are providing technology services to those clients via our enterprise platform.
We are a business associate of our covered entity clients when we are working on behalf of our covered entity clients including our affiliated medical groups and also when we are providing technology services to those clients via the Amwell Platform.
Enabling Our Clients Own Provider Networks Our platform enables clients to leverage their own provider networks to treat their patients and members using virtual and digital modalities across the care continuum. Client providers utilized our enterprise platform and software solutions to address their patients’ needs, from primary care to chronic care management to specialty care.
Enabling Our Clients Own Provider Networks The Amwell Platform enables clients to leverage their own provider networks to treat their patients and members using virtual and digital modalities across the care continuum. Client providers utilized the Amwell Platform to address their patients’ needs, from primary care to chronic care management to specialty care.
Most Medicare reimbursement flexibilities have been extended through March 31, 2025, including a waiver for geographic site restrictions (patient may be located at home), the expansion of eligible provider types, and coverage for audio-only consults.
Most Medicare reimbursement flexibilities have been extended through December 31, 2027, including a waiver for geographic site restrictions (patient may be located at home), the expansion of eligible provider types, and coverage for audio-only consults.
As of December 31, 2024, we power 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.
As of December 31, 2025, we power 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.
The Amwell Converge ™ platform is the latest version of our enterprise platform software. We designed the platform to be future-ready, reliable, flexible, scalable, secure and integrated with other healthcare software systems. Our platform offers state-of-the-art data architecture and video capabilities, flexibility and scalability, as well as a user experience focused on the needs of patients, members and providers.
Our technology-enabled Amwell Platform is designed to be future-ready, reliable, flexible, scalable, secure and integrated with other healthcare software systems. The Amwell Platform offers state-of-the-art data architecture and video capabilities, flexibility and scalability, as well as a user experience focused on the needs of patients, members and providers.
Our Solution To capture these opportunities, we believe clients are seeking a comprehensive solution to support their connected care goals and consolidate point-solution vendors and in-house designed solutions. One Platform, Powering the Care Continuum The Amwell Converge ™ platform, our cloud-based enablement platform, is our go-forward strategy to digitally enable a scalable healthcare experience across all care settings.
Our Solution To capture these opportunities, we believe clients are seeking a comprehensive solution to support their connected care goals and consolidate point-solution vendors and in-house designed solutions. One Platform, Powering the Care Continuum The Amwell Platform, our cloud-based enablement platform, digitally enables a scalable healthcare experience across all care settings.
Additional provider-centric solutions include specialty consults, virtual nursing, automated care, behavioral health, and more. Clients can seamlessly activate additional solutions on the platform as new needs arise, all working together to create a more connected experience for patients and providers. Health plans typically begin with urgent care, virtual primary care, or behavioral health.
Clients can seamlessly activate additional solutions on the Amwell Platform as new needs arise, all working together to create a more connected experience for patients and providers. Health plans typically begin with urgent care, virtual primary care, or behavioral health.
Since inception, we have powered more than 33.1 million virtual care visits for our clients, including more than 5.9 million in the year ended December 31, 2024. Our enterprise platform and software as a service solutions enable hybrid care delivery by offering our clients products to help weave digital care across all care settings.
Since inception, we have powered more than 37.6 million virtual care visits for our clients, including more than 4.5 million in the year ended December 31, 2025. Our enterprise platform and software as a service solutions (“Amwell Platform”) enable hybrid care delivery by offering our clients products to help weave digital care across all care settings.
Our ESG Taskforce, made up of subject matter experts from across the Amwell HR, Legal, and Investor Relations teams, as well as outside consultants and working with oversight from the Board of Directors ("Board"), steadily advanced our comprehensive ESG strategy connected to our strategic business initiatives.
Our ESG Taskforce, made up of subject matter experts from across the Amwell HR, Legal, and Investor Relations teams, as well as outside consultants and working with oversight from the Board of Directors ("Board"), steadily advanced our comprehensive ESG strategy connected to our strategic business initiatives. 17 Our Corporate Responsibility Report is available on the investor relations page of our website.
As of December 31, 2024, we had 877 full-time employees of which 83% are based in the United States, spread out across 46 states, 7% in Ireland, 4% in Israel, 4% in Colombia and 2% in the UK. Recruitment In 2024, we continued to focus on building a strong pipeline of talent.
As of December 31, 2025, we had 562 full-time employees of which 77% are based in the United States, spread out across 42 states, 10% in Ireland, 4% in Israel, 7% in Colombia and 2% in the UK. 18 Recruitment In 2025, we continued to focus on building a strong pipeline of talent.
The Amwell Converge ™ platform delivers the digital capabilities that health systems and health plans care about — for example, virtual primary care, post-discharge follow-up, chronic condition management, virtual nursing — and aligns them into a single digital care operating system that aggregates all of the data from these care experiences to provide real-time insight.
The telehealth of yesterday has grown to encompass hybrid care delivery models and the flow of data that drives healthcare. 2 The Amwell Platform delivers the digital capabilities that health systems and health plans care about — for example, virtual primary care, post-discharge follow-up, chronic condition management, virtual nursing — and aligns them into a single digital care operating system that aggregates all of the data from these care experiences to provide real-time insight.
As of December 31, 2024, women represented nearly 49% of our global employees, and 33% of our employees are non-white. Growth and Development We promote the continued growth and development of our employees.
As of December 31, 2025, women represented nearly 48% of our global employees, and 26% of our employees are non-white. Growth and Development We promote the continued growth and development of our employees.
This ability for healthcare organizations to seamlessly enable their own trusted providers and networks to deliver care on our best-in-class hybrid care platform – and the ability to supplement with our clinical services using AMG as needed - differentiates us in the industry. 5 Flexible and Scalable Suite of Solutions Our scalable solutions allow us to grow with the digital and hybrid care delivery needs of our clients.
This ability for healthcare organizations to seamlessly enable their own trusted providers and networks to deliver care on our best-in-class hybrid care platform – and the ability to supplement with our clinical services using AMG as needed - differentiates us in the industry.
Social Responsibility & Health Equity Social responsibility is deeply embedded in our mission-oriented corporate culture. We never forget that beyond the daily numbers and operating tasks, our goal is to transform how healthcare is delivered by improving access, convenience, economics and quality of care via digital care for all.
We never forget that beyond the daily numbers and operating tasks, our goal is to transform how healthcare is delivered by improving access, convenience, economics and quality of care via digital care for all.
It has been designed from the ground up with the holistic understanding that the future of care of any one person will inevitably blend a mix of in-person, virtual and automated care experiences. The telehealth of yesterday has grown to encompass hybrid care delivery models and the flow of data that drives healthcare.
It has been designed from the ground up with the holistic understanding that the future of care of any one person will inevitably blend a mix of in-person, virtual and automated care experiences.
By providing a single platform for the digital distribution of care, our platform accelerates innovation and interoperability for health system and health plan clients as well as other healthcare innovators who aim to offer a seamless experience for providers, patients and members. 2 Our Industry Opportunities Healthcare today is inefficient, expensive, complicated and fragmented, resulting in substantial challenges for providers, payers and patients.
By providing a single platform for the digital distribution of care, our Amwell Platform accelerates innovation and interoperability for health system and health plan clients as well as other healthcare innovators who aim to offer a seamless experience for providers, patients and members.
The development of the platform provides our customer base with an improved and more robust healthcare solution that is designed to connect seamlessly with clients' existing investments as well as Amwell-owned and partner programs.
The development of the Amwell Platform provides our customer base with an improved and more robust healthcare solution that is designed to connect seamlessly with clients’ existing investments as well as Amwell-owned and partner programs. The Amwell Platform is designed to remotely implement hybrid care solutions and services for our clients and grow with them as they broaden their offerings.
Finally, the breadth of our ecosystem has enabled a deep understanding of health system and health plan workflows and reimbursement arrangements between our clients, allowing us to configure our platform to meet their needs.
For example, our collaboration with Hello Heart supports cardiovascular disease prevention and management, The breadth of our ecosystem has enabled a deep understanding of health system and health plan workflows and reimbursement arrangements between our clients, allowing us to configure the Amwell Platform to meet their needs.
To ensure we are creating equal and equitable access to care globally, we seek to improve outcomes in care disparities and social determinants of health by leveraging our unique place in the healthcare ecosystem.
To ensure we are creating equal and equitable access to care globally, we seek to improve outcomes in care disparities and social determinants of health by leveraging our unique place in the healthcare ecosystem. Intellectual Property Our patent portfolio consists of approximately 46 patents and 1 pending patent application related to our software and technology.
Our Board consists of nine (9) directors, of whom 22% are women and 78% are independent, who bring a variety of perspectives, experience, and backgrounds to their role of supervising and advising management.
Our Board consists of nine (9) directors, of whom 22% are women and 78% are independent, who bring a variety of perspectives, experience, and backgrounds to their role of supervising and advising management. Amwell Culture Mission and Values Our culture is grounded in our mission to enable greater access to more convenient, affordable, and effective care.
Employees also are encouraged to volunteer on their own and are given a designated volunteer day to allow them time to give back in their local community. In 2024, Amwell continues to donate cash and pro bono healthcare services to support our local communities. Employees also volunteered more than 200 hours of their time to support their communities.
Employees also are encouraged to volunteer on their own and are given a designated volunteer day to allow them time to give back in their local community. In 2025, Amwell continues to donate cash and pro bono healthcare services to support our local communities. 20 Social Responsibility & Health Equity Social responsibility is deeply embedded in our mission-oriented corporate culture.
In addition, the TAM for virtual clinical services, which we offer through our platform via AMG to customers who do not have their own clinical supply or require supplemental clinical supply, is a material portion of the approximately $40 billion, and growing, virtual care market opportunity. 4 In the health plan space, there are more than 290 million lives enrolled in insurance plans that we have identified as potential subscribers to our platform.
We believe the TAM of our hybrid care platform is approximately $31 billion and will grow to roughly $50 billion over the next four years. 4 In addition, the TAM for virtual clinical services, which we offer through our platform via AMG to customers who do not have their own clinical supply or require supplemental clinical supply, is a material portion of the approximately $40 billion, and growing, virtual care market opportunity.
We continue to submit patent applications for new inventions and ideas we develop as well as monitor competitors in an effort to protect our intellectual property. We own and use trademarks and service marks on or in connection with our services, including both unregistered common law marks and issued trademark registrations in the United States and other geographies.
We own and use trademarks and service marks on or in connection with our services, including both unregistered common law marks and issued trademark registrations in the United States and other geographies.
Our ecosystem benefits from scale in our client base across each stakeholder vertical. For example, we currently provide product and services to many Blues plans.
Our ecosystem benefits from scale in our client base across each stakeholder vertical. For example, we currently provide product and services to many Blues plans. We also facilitate a Blue User Group, a venue in which representatives from those Blue plans share best practices and identify common needs for innovation.
The platform integrates directly with claims and eligibility systems to enable verification and collection of correct co-insurance payments from patients at the time of the visit. In addition, the platform enables payers to connect their own digital assets, influence member workflows, and present key clinical quality information, such as gaps in care, to providers at the time of a visit.
In addition, the Amwell Platform enables payers to connect their own digital assets, influence member workflows, and present key clinical quality information, such as gaps in care, to providers at the time of a visit. The Amwell Platform also enables payers with clinical networks or integrated delivery networks to seamlessly incorporate their own providers to deliver care.
Competition focuses on, among other factors, technology, breadth and depth of functionality, range of associated services, operational experience, client support, extent of client base, and reputation.
Competition We view competitors as those companies whose primary business is developing and marketing virtual care and digital care platforms and services. Competition focuses on, among other factors, technology, breadth and depth of functionality, range of associated services, operational experience, client support, extent of client base, and reputation.
The Amwell Converge platform is designed to remotely implement hybrid care solutions and services for our clients and grow with them as they broaden their offerings. It allows clients the flexibility to build their optimal hybrid care model across a wide variety of use cases based on their unique needs. Health systems typically begin with on-demand and/or scheduled virtual visits.
It allows clients the flexibility to build their optimal hybrid care model across a wide variety of use cases based on their unique needs. Health systems typically begin with on-demand and/or scheduled virtual visits. Additional provider-centric solutions include specialty consults, virtual nursing, automated care, behavioral health, and more.

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Item 1A. Risk Factors

Risk Factors — what could go wrong, per management

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Biggest changeYou will not have the same protections afforded to stockholders of companies that are subject to such requirements. Our Founders hold 51% of the total combined voting power of our outstanding common stock. Accordingly, we qualify as a “controlled company” within the meaning of NYSE corporate governance standards.
Biggest changeWe are a “controlled company” within the meaning of NYSE rules and, as a result, we qualify for, and may in the future rely on, exemptions from certain corporate governance requirements. Our Founders hold 51% of the total combined voting power of our outstanding common stock.
In some countries we are required to, or choose to, operate with local business partners, which requires us to manage our partner relationships and may reduce our operational flexibility and ability to quickly respond to business challenges. 31 Our international operations are subject to particular risks in addition to those faced by our domestic operations, including: • the need to localize and adapt our solution for specific countries, including translation into foreign languages and associated expenses; • potential loss of proprietary information due to misappropriation or laws that may be less protective of our intellectual property rights than U.S. laws or that may not be adequately enforced; • requirements of foreign laws and other governmental controls, including cross-border compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, healthcare, tax, privacy and data protection laws and regulations; • data privacy laws that require that client data be stored and processed in a designated territory; • new and different sources of competition and laws and business practices favoring local competitors; • local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from engaging in by the U.S.
In some countries we are required to, or choose to, operate with local business partners, which requires us to manage our partner relationships and may reduce our operational flexibility and ability to quickly respond to business challenges. 30 Our international operations are subject to particular risks in addition to those faced by our domestic operations, including: • the need to localize and adapt our solution for specific countries, including translation into foreign languages and associated expenses; • potential loss of proprietary information due to misappropriation or laws that may be less protective of our intellectual property rights than U.S. laws or that may not be adequately enforced; • requirements of foreign laws and other governmental controls, including cross-border compliance challenges related to the complexity of multiple, conflicting and changing governmental laws and regulations, including employment, healthcare, tax, privacy and data protection laws and regulations; • data privacy laws that require that client data be stored and processed in a designated territory; • new and different sources of competition and laws and business practices favoring local competitors; • local business and cultural factors that differ from our normal standards and practices, including business practices that we are prohibited from engaging in by the U.S.
Of particular importance are: • the federal physician self-referral law, commonly referred to as the Stark Law, that, unless one of the statutory or regulatory exceptions apply, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibit the entity from billing Medicare or Medicaid for such designated health services; 44 • the federal Anti-Kickback Statute that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid.
Of particular importance are: • the federal physician self-referral law, commonly referred to as the Stark Law, that, unless one of the statutory or regulatory exceptions apply, prohibits physicians from referring Medicare or Medicaid patients to an entity for the provision of certain “designated health services” if the physician or a member of such physician’s immediate family has a direct or indirect financial relationship (including an ownership interest or a compensation arrangement) with the entity, and prohibit the entity from billing Medicare or Medicaid for such designated health services; 43 • the federal Anti-Kickback Statute that prohibits the knowing and willful offer, payment, solicitation or receipt of any bribe, kickback, rebate or other remuneration for referring an individual, in return for ordering, leasing, purchasing or recommending or arranging for or to induce the referral of an individual or the ordering, purchasing or leasing of items or services covered, in whole or in part, by any federal healthcare program, such as Medicare and Medicaid.
We have offices in the United States, Ireland and Israel and clients in Israel and throughout Europe and Australia. Additionally, certain international geopolitical conflicts, such as between Russia and Ukraine and Israel-Hamas, may create additional risks for our business. For example, we have certain employees, including our CEO, as well as engineering contractors who are located in these regions.
We have offices in the United States, Ireland, Colombia and Israel and clients in Israel and throughout Europe and Australia. Additionally, certain international geopolitical conflicts, such as between Russia and Ukraine and Israel-Hamas, may create additional risks for our business. For example, we have certain employees, including our CEO, as well as engineering contractors who are located in these regions.
In addition, we periodically hire third-party security experts to assess and test our security posture. However, we cannot assure you that these contractual measures and other safeguards will adequately protect us from the risks associated with the storage and transmission of client and consumers’ proprietary and protected health information.
In addition, we periodically hire third-party security experts to assess and test our security posture. However, we cannot assure you that these contractual measures and other 47 safeguards will adequately protect us from the risks associated with the storage and transmission of client and consumers’ proprietary and protected health information.
The market price for our Class A common stock may be influenced by many factors, including, but not limited to: • the success of competitive products or technologies; • developments related to our existing or any future collaborations; 51 • regulatory or legal developments in the United States and other countries; • developments or disputes concerning our intellectual property or other proprietary rights; • the recruitment or departure of key personnel; • actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts; • variations in our financial results or those of companies that are perceived to be similar to us; • changes in the structure of healthcare payment systems; • general economic, industry and market conditions; and • the other factors described in this “Risk Factors” section.
The market price for our Class A common stock may be influenced by many factors, including, but not limited to: • the success of competitive products or technologies; • developments related to our existing or any future collaborations; 50 • regulatory or legal developments in the United States and other countries; • developments or disputes concerning our intellectual property or other proprietary rights; • the recruitment or departure of key personnel; • actual or anticipated changes in estimates as to financial results, development timelines or recommendations by securities analysts; • variations in our financial results or those of companies that are perceived to be similar to us; • changes in the structure of healthcare payment systems; • general economic, industry and market conditions; and • the other factors described in this “Risk Factors” section.
If any conflicts arise with any future collaborators, they may act in their self-interest, which may be adverse to our best interest, and they may breach their obligations to us. In addition, we may have limited control over the amount and timing of resources that any future collaborators devote to our or their future products.
If any conflicts arise with any future 40 collaborators, they may act in their self-interest, which may be adverse to our best interest, and they may breach their obligations to us. In addition, we may have limited control over the amount and timing of resources that any future collaborators devote to our or their future products.
Among these important risks are the following: • our history of losses and the risk we may not achieve profitability; • our limited number of significant clients (including our largest client by revenue, Elevance Health, which accounted for 23%, 24% and 27% of our revenue for the years ended December 31, 2022, 2023 and 2024, respectively) and the risk that we may lose their business; • weak growth and increased volatility in the digital care market; • inability to adapt to rapid technological changes; • increased competition from existing and potential new participants in the healthcare industry; • our clients’ acceptance of the Amwell Converge ™ platform and our ability and the costs to further develop this platform; • changes in healthcare laws, regulations or trends as well as our ability to operate in the heavily regulated healthcare industry; • slower than expected growth in patient adoption of digital care and in platform usage by either clients or patients; • the impact of seasonal viruses on our business or on our ability to forecast our business’s financial outlook; • inability to grow our base of affiliated and non-affiliated providers utilizing the Amwell Platform to a number sufficient to serve patient demand; • our ability to comply with federal, state and foreign privacy regulations and the significant liability that could result from a cybersecurity breach or our failure to comply with such regulations; and • holders of our Class A common stock have limited or no ability to influence corporate matters due to the multiple class structure of our common stock and the ownership of Class B common stock by Ido Schoenberg and Roy Schoenberg (the “Founders”), which will have the effect of concentrating voting control with our founders for the foreseeable future.
Among these important risks are the following: • our history of losses and the risk we may not achieve profitability; • our limited number of significant clients (including our largest client by revenue, Elevance Health, which accounted for 24%, 27% and 31% of our revenue for the years ended December 31, 2023, 2024 and 2025, respectively) and the risk that we may lose their business; • weak growth and increased volatility in the digital care market; • inability to adapt to rapid technological changes; • increased competition from existing and potential new participants in the healthcare industry; • our clients’ acceptance of the Amwell Platform and our ability and the costs to further develop this platform; • changes in healthcare laws, regulations or trends as well as our ability to operate in the heavily regulated healthcare industry; • slower than expected growth in patient adoption of digital care and in the Amwell Platform usage by either clients or patients; • the impact of seasonal viruses on our business or on our ability to forecast our business’s financial outlook; • inability to grow our base of affiliated and non-affiliated providers utilizing the Amwell Platform to a number sufficient to serve patient demand; • our ability to comply with federal, state and foreign privacy regulations and the significant liability that could result from a cybersecurity breach or our failure to comply with such regulations; and • holders of our Class A common stock have limited or no ability to influence corporate matters due to the multiple class structure of our common stock and the ownership of Class B common stock by Ido Schoenberg and Roy Schoenberg (the “Founders”), which will have the effect of concentrating voting control with our founders for the foreseeable future.
It is possible that conflicts may arise with our collaborators, such as conflicts concerning the achievement of performance milestones, or the interpretation of significant terms under any agreement, such as those related to financial obligations or the 41 ownership or control of intellectual property developed during the collaboration.
It is possible that conflicts may arise with our collaborators, such as conflicts concerning the achievement of performance milestones, or the interpretation of significant terms under any agreement, such as those related to financial obligations or the ownership or control of intellectual property developed during the collaboration.
For example, there have been and continue to be a number of initiatives at the United States federal and state levels that seek to reduce 25 healthcare costs, including the Budget Control Act (which, subject to certain sequestration periods, imposed 2% reductions in Medicare payments to providers per fiscal year) and the American Taxpayer Relief Act (which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years).
For example, 24 there have been and continue to be a number of initiatives at the United States federal and state levels that seek to reduce healthcare costs, including the Budget Control Act (which, subject to certain sequestration periods, imposed 2% reductions in Medicare payments to providers per fiscal year) and the American Taxpayer Relief Act (which, among other things, further reduced Medicare payments to several types of providers, including hospitals, imaging centers and cancer treatment centers, and increased the statute of limitations period for the government to recover overpayments to providers from three to five years).
Health epidemics, pandemics and other public health emergencies could cause disruptions and severely impact our business, including, but not limited to: negatively impacting our clients’ business, as well as loss of employment, resulting in difficulty collecting accounts receivable and/or fewer fees generated; negatively impacting our ability to facilitate the provision of our services to health system, health plan or innovator clients due to unpredictable demand; creating regulatory 27 uncertainty if certain restrictions on reimbursement or the practice of medicine across state lines are reintroduced in the future; and harming our business, results of operations and financial condition.
Health epidemics, pandemics and other public health emergencies could cause disruptions and severely impact our business, including, but not limited to: negatively impacting our clients’ business, as well as loss of employment, resulting in difficulty collecting accounts receivable and/or fewer fees generated; negatively impacting our ability to facilitate the provision of our services to health system, health plan or innovator clients due to unpredictable demand; creating regulatory 26 uncertainty if certain restrictions on reimbursement or the practice of medicine across state lines are reintroduced in the future; and harming our business, results of operations and financial condition.
In addition, any such health epidemics, pandemics and other public health emergencies could heighten many of the other risks identified elsewhere in this “Risk Factors” section. Our senior management team and workforce are crucial for executing our business strategy.
In addition, any such health epidemics, pandemics and other public health emergencies could heighten many of the other risks identified elsewhere in this “Risk Factors” section. Our senior management team and skilled workforce are crucial for executing our business strategy.
We are at risk of a cyber-attack involving a vendor or other third party, which could result in a breakdown of such third party’s data 48 protection processes or the cyber-attackers gaining access to our information systems or data through the third party.
We are at risk of a cyber-attack involving a vendor or other third party, which could result in a breakdown of such third party’s data protection processes or the cyber-attackers gaining access to our information systems or data through the third party.
For example, because of increasing concerns about health information privacy, through guidance documents, some government agencies are taking a 47 newly expansive view of the scope of information subject to the laws and regulations that they enforce.
For example, because of increasing concerns about health information privacy, through guidance documents, some government agencies are taking a newly expansive view of the scope of information subject to the laws and regulations that they enforce.
A material change in our relationship with AMG, whether resulting from a dispute among the entities, a change in government regulation, or the loss of these affiliations, could impair our ability to provide services to our consumers and could have a material adverse effect on our business, financial condition and results of operations. 43 In addition, the arrangement in which we have entered to comply with state corporate practice of medicine doctrines could subject us to additional scrutiny by federal and state regulatory bodies regarding federal and state fraud and abuse laws.
A material change in our relationship with AMG, whether resulting from a dispute among the entities, a change in government regulation, or the loss of these affiliations, could impair our ability to provide services to our consumers and could have a material adverse effect on our business, financial condition and results of operations. 42 In addition, the arrangement in which we have entered to comply with state corporate practice of medicine doctrines could subject us to additional scrutiny by federal and state regulatory bodies regarding federal and state fraud and abuse laws.
If we were not treated as the beneficial owner of the stock of the PCs, and were not entitled to include the PCs in our U.S. federal consolidated income tax return or a state unitary or similar tax return, this could have a material adverse effect on our cash position, tax liabilities, results of operations and financial condition. 39 Certain U.S. state and local tax authorities may assert that we have a nexus with such states or localities and may seek to impose state and local income taxes on our income allocated to such state and localities.
If we were not treated as the beneficial owner of the stock of the PCs, and were not entitled to include the PCs in our U.S. federal consolidated income tax return or a state unitary or similar tax return, this could have a material adverse effect on our cash position, tax liabilities, results of operations and financial condition. 38 Certain U.S. state and local tax authorities may assert that we have a nexus with such states or localities and may seek to impose state and local income taxes on our income allocated to such state and localities.
Though we have implemented an anti-corruption policy as well as formal training and monitoring programs, we cannot assure compliance by our employees or representatives for which we may be held responsible, and any such violation could materially adversely affect our reputation, business, financial condition and results of operations. 42 Our business could be adversely affected by legal challenges to our business model or by actions restricting our ability to provide the full range of our services in certain jurisdictions.
Though we have implemented an anti-corruption policy as well as formal training and monitoring programs, we cannot assure compliance by our employees or representatives for which we may be held responsible, and any such violation could materially adversely affect our reputation, business, financial condition and results of operations. 41 Our business could be adversely affected by legal challenges to our business model or by actions restricting our ability to provide the full range of our services in certain jurisdictions.
Even if we are successful in identifying suitable acquisitions or investments, we may be unable to complete them due to, among other things, an inability to obtain in the anticipated timeframe, or at all, any regulatory approvals required to complete proposed acquisitions and other strategic transactions. 40 If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition.
Even if we are successful in identifying suitable acquisitions or investments, we may be unable to complete them due to, among other things, an inability to obtain in the anticipated timeframe, or at all, any regulatory approvals required to complete proposed acquisitions and other strategic transactions. 39 If we acquire additional businesses, we may not be able to integrate the acquired personnel, operations and technologies successfully, or effectively manage the combined business following the acquisition.
Our quarterly financial 29 results may fluctuate as a result of a variety of factors, many of which are outside of our control, including, without limitation, the following: • the addition or loss of large clients, including through acquisitions or consolidations of such clients; • seasonal and other variations in the timing of the sales of our services; • historically, a significantly higher proportion of our clients’ members and patients use our services during peak cold and flu season months, the future impact of seasonal viruses is unknown as there could be additional surges and demand on digital care visits; • the timing of recognition of revenue, including possible delays in the recognition of revenue due to sometimes unpredictable implementation timelines; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure; • our ability to effectively manage the size and composition of our proprietary network of healthcare professionals relative to the level of demand for services from our clients’ members and patients; • the timing and success of introductions of new products and services by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, clients or strategic partners; • client renewal rates and the timing and terms of client renewals; • the mix of products and services sold during a period; and • the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of goodwill from acquired companies.
Our quarterly financial 28 results may fluctuate as a result of a variety of factors, many of which are outside of our control, including, without limitation, the following: • the addition or loss of large clients, including through acquisitions or consolidations of such clients; • seasonal and other variations in the timing of the sales of our services; • historically, a significantly higher proportion of our clients’ members and patients use our services during peak cold and flu season months, the future impact of seasonal viruses is unknown as there could be additional surges and demand on digital care visits; • the timing of recognition of revenue, including possible delays in the recognition of revenue due to sometimes unpredictable implementation timelines; • the amount and timing of operating expenses related to the maintenance and expansion of our business, operations and infrastructure; • our ability to effectively manage the size and composition of our proprietary network of healthcare professionals relative to the level of demand for services from our clients’ members and patients; • the timing and success of introductions of new products and services by us or our competitors or any other change in the competitive dynamics of our industry, including consolidation among competitors, clients or strategic partners; • client renewal rates and the timing and terms of client renewals; • the mix of products and services sold during a period; and • the timing of expenses related to the development or acquisition of technologies or businesses and potential future charges for impairment of intangible assets from acquired companies.
Changes in our industry, for example, such as the emergence of new technologies as more competitors enter our market, could result in our digital care solution being less desirable or relevant. 26 Some experts have predicted that future healthcare reform will encourage employer-sponsored health insurance to become significantly less prevalent as employees migrate to obtaining their own insurance over the state-sponsored insurance marketplaces.
Changes in our industry, for example, such as the emergence of new technologies as more competitors enter our market, could result in our digital care solution being less desirable or relevant. 25 Some experts have predicted that future healthcare reform will encourage employer-sponsored health insurance to become significantly less prevalent as employees migrate to obtaining their own insurance over the state-sponsored insurance marketplaces.
Any failure related to these activities and any breach of our information systems could result in significant liability and/or have a material adverse effect on our business, reputation and financial condition. 34 Our proprietary software may not operate properly, which could damage our reputation, give rise to claims against us or divert application of our resources from other purposes.
Any failure related to these activities and any breach of our information systems could result in significant liability and/or have a material adverse effect on our business, reputation and financial condition. 33 Our proprietary software may not operate properly, which could damage our reputation, give rise to claims against us or divert application of our resources from other purposes.
Our software is used not just for telehealth itself but also handling insurance eligibility, medical record access, payment. claims 35 submission, artificial intelligence based chat with patients and training patients on coping with behavioral health issues. Therefore, users of our software are less tolerant of errors than the market for other types of technologies generally.
Our software is used not just for telehealth itself but also handling insurance eligibility, medical record access, payment. claims submission, artificial intelligence based chat with patients and training patients on coping with behavioral health issues. 34 Therefore, users of our software are less tolerant of errors than the market for other types of technologies generally.
We also maintain general liability coverage; however, this coverage may not continue to be available on acceptable terms, may not be available in sufficient amounts to cover one or more large claims 38 against us, and may include larger self-insured retentions or exclusions for certain products. In addition, the insurer might disclaim coverage as to any future claim.
We also maintain general liability coverage; however, this coverage may not continue to be available on acceptable terms, may not be available in sufficient amounts to cover one or more large claims 37 against us, and may include larger self-insured retentions or exclusions for certain products. In addition, the insurer might disclaim coverage as to any future claim.
The ability to develop and maintain satisfactory relationships with providers also may be negatively impacted by other factors not associated with us, such as changes in Medicare and/or Medicaid reimbursement levels, state physician licensing laws and standard of care requirements, and other pressures on healthcare providers and consolidation activity 28 among hospitals, physician groups and healthcare providers.
The ability to develop and maintain satisfactory relationships with providers also may be negatively impacted by other factors not associated with us, such as changes in Medicare and/or Medicaid reimbursement levels, state physician licensing laws and standard of care requirements, and other pressures on healthcare providers and consolidation activity 27 among hospitals, physician groups and healthcare providers.
Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our Class A common stock if the provisions are viewed as discouraging takeover attempts in the future. 50 Our amended and restated certificate of incorporation and amended and restated by-laws may also make it difficult for stockholders to replace or remove our management.
Even in the absence of a takeover attempt, the existence of these provisions may adversely affect the prevailing market price of our Class A common stock if the provisions are viewed as discouraging takeover attempts in the future. 49 Our amended and restated certificate of incorporation and amended and restated by-laws may also make it difficult for stockholders to replace or remove our management.
We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including, but not limited to: • inability to integrate or benefit from acquired technologies or services in a profitable manner; • unanticipated costs or liabilities associated with the acquisition; • difficulty integrating the accounting systems, operations and personnel of the acquired business; • difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business; • difficulty converting the clients of the acquired business onto our enterprise platform and software as a service and contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company; • diversion of management’s attention from other business concerns; • adverse effects to our existing business relationships with business partners and clients as a result of the acquisition; • the potential loss of key employees; • use of resources that are needed in other parts of our business; and • use of substantial portions of our available cash to consummate the acquisition.
We also may not achieve the anticipated benefits from the acquired business due to a number of factors, including, but not limited to: • inability to integrate or benefit from acquired technologies or services in a profitable manner; • unanticipated costs or liabilities associated with the acquisition; • difficulty integrating the accounting systems, operations and personnel of the acquired business; • difficulties and additional expenses associated with supporting legacy products and hosting infrastructure of the acquired business; • difficulty converting the clients of the acquired business onto the Amwell Platform and our contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company; • diversion of management’s attention from other business concerns; • adverse effects to our existing business relationships with business partners and clients as a result of the acquisition; • the potential loss of key employees; • use of resources that are needed in other parts of our business; and • use of substantial portions of our available cash to consummate the acquisition.
Any such disclosure would have a negative effect on our business and the value of our proprietary software. 36 Third parties may challenge the validity of our patents and trademarks, or oppose our patent and trademark applications. We may not be able to obtain and enforce additional patents to protect our proprietary rights from use by potential competitors.
Any such disclosure would have a negative effect on our business and the value of our proprietary software. 35 Third parties may challenge the validity of our patents and trademarks, or oppose our patent and trademark applications. We may not be able to obtain and enforce additional patents to protect our proprietary rights from use by potential competitors.
However, changes in the ownership of our stock after December 31, 2024, some of which are outside of our control, could result in an ownership change under Section 382 of the Code after such date, which could significantly limit our ability to utilize our existing and future NOL and credit carryforwards arising at any time prior to such ownership change.
However, changes in the ownership of our stock after December 31, 2025, some of which are outside of our control, could result in an ownership change under Section 382 of the Code after such date, which could significantly limit our ability to utilize our existing and future NOL and credit carryforwards arising at any time prior to such ownership change.
Any future, litigation, whether or not successful, could be 37 extremely costly to defend, divert our management’s time, attention and resources, damage our reputation and brand and substantially harm our business. We employ individuals who were previously employed at other companies in our field, including our competitors or potential competitors.
Any future, litigation, whether or not successful, could be 36 extremely costly to defend, divert our management’s time, attention and resources, damage our reputation and brand and substantially harm our business. We employ individuals who were previously employed at other companies in our field, including our competitors or potential competitors.
Some of our clients undertake a significant and prolonged evaluation process, including to determine whether our services meet their unique healthcare needs, which frequently involves 30 evaluation of not only our solution but also an evaluation of those of our competitors, which has in the past resulted in extended sales cycles.
Some of our clients undertake a significant and prolonged evaluation process, including to determine whether our services meet their unique healthcare needs, which frequently involves 29 evaluation of not only our solution but also an evaluation of those of our competitors, which has in the past resulted in extended sales cycles.
In 32 addition, any financial difficulties, such as bankruptcy faced by our third-party data centers operators or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict.
In 31 addition, any financial difficulties, such as bankruptcy faced by our third-party data centers operators or any of the service providers with whom we or they contract may have negative effects on our business, the nature and extent of which are difficult to predict.
Negative publicity concerning our services or the digital care market as a whole could limit market acceptance of our services. For example, there has been and continue to be substantial media 24 coverage in the U.S. surrounding mental health and virtual health services, including the virtual prescription of mental health prescription drugs.
Negative publicity concerning our services or the digital care market as a 23 whole could limit market acceptance of our services. For example, there has been and continue to be substantial media coverage in the U.S. surrounding mental health and virtual health services, including the virtual prescription of mental health prescription drugs.
Our prior losses, combined with our expected future losses, have had and will continue to have an adverse effect on our stockholders’ equity and working capital. 23 A significant portion of our revenue comes from a limited number of clients and we may be unable to retain our key clients.
Our prior losses, combined with our expected future losses, have had and will continue to have an adverse effect on our stockholders’ equity and working capital. 22 A significant portion of our revenue comes from a limited number of clients and we may be unable to retain our key clients.
Based on our analysis of changes in the ownership of our stock through December 31, 2024, we do not believe that any such changes prior to such date resulted in significant limitations under Section 382 of the Code on our ability to utilize NOL and credit carryforwards generated prior to that date.
Based on our analysis of changes in the ownership of our stock through December 31, 2025, we do not believe that any such changes prior to such date resulted in significant limitations under Section 382 of the Code on our ability to utilize NOL and credit carryforwards generated prior to that date.
We are subject to laws and regulations relating to the collection, use, retention, security and transfer of this information. Because of the extreme sensitivity of the 33 information we store and transmit, the security features of our and our third-party vendors’ computer, network, and communications systems infrastructure are critical to the success of our business.
We are subject to laws and regulations relating to the collection, use, retention, security and transfer of this information. Because of the extreme sensitivity of the 32 information we store and transmit, the security features of our and our third-party vendors’ computer, network, and communications systems infrastructure are critical to the success of our business.
We currently generate most of our revenues from clients who purchase access to our enterprise platform. These contracts generally have stated initial terms of three years. Most of our clients have no obligation to renew their subscriptions for our solution after the initial term expires.
We currently generate most of our revenues from clients who purchase access to the Amwell Platform. These contracts generally have stated initial terms of three years. Most of our clients have no obligation to renew their subscriptions for our solution after the initial term expires.
The federal NOL carryforwards for years before 2018 begin to expire in 2026, the state NOL carryforwards began to expire in 2022 and federal research and development credit carryforwards begin to expire in 2027. Federal NOL carryforwards totaling $757.4 million generated in 2018 and after do not expire and can be carried forward indefinitely.
The federal NOL carryforwards for years before 2018 begin to expire in 2026, the state NOL carryforwards began to expire in 2022 and federal research and development credit carryforwards begin to expire in 2027. Federal NOL carryforwards totaling $958.4 million generated in 2018 and after do not expire and can be carried forward indefinitely.
Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, damages, overpayment recoupment, loss of enrollment status and 45 exclusion from the Medicare and Medicaid programs.
Failure to comply with these laws and other laws can result in civil and criminal penalties such as fines, damages, overpayment recoupment, loss of enrollment status and 44 exclusion from the Medicare and Medicaid programs.
Any future such litigation against us could be costly and time-consuming to defend. 46 We also publish statements to our clients and clients that describe how we handle and protect personal information.
Any future such litigation against us could be costly and time-consuming to defend. 45 We also publish statements to our clients and clients that describe how we handle and protect personal information.
As of December 31, 2024, the Company had 1,647,295 shares of Class A common stock reserved for issuance upon conversion of Class B and Class C common stock.
As of December 31, 2025, the Company had 1,647,295 shares of Class A common stock reserved for issuance upon conversion of Class B and Class C common stock.
Our enterprise platform and software as a service provides our consumers and providers with the ability to, among other things, register for our services; complete, view and edit medical history; request a visit (either scheduled or on demand); and conduct a visit (via video or phone). Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties.
The Amwell Platform provides our consumers and providers with the ability to, among other things, register for our services; complete, view and edit medical history; request a visit (either scheduled or on demand); and conduct a visit (via video or phone). Proprietary software development is time-consuming, expensive and complex, and may involve unforeseen difficulties.
For the years ended December 31, 2024, 2023 and 2022, our top ten clients by revenue accounted for 58%, 51% and 47% of our total revenue, respectively. The loss of any of our key clients, or a failure of some of them to renew or expand their subscriptions, could have a significant impact on our revenue.
For the years ended December 31, 2025, 2024 and 2023, our top ten clients by revenue accounted for 71%, 58% and 51% of our total revenue, respectively. The loss of any of our key clients, or a failure of some of them to renew or expand their subscriptions, could have a significant impact on our revenue.
We rely on a limited number of clients for a substantial portion of our total revenue. For the years ended December 31, 2024, 2023 and 2022, our largest client, Elevance, accounted for 27%, 24% and 23% of our revenue, respectively.
We rely on a limited number of clients for a substantial portion of our total revenue. For the years ended December 31, 2025, 2024 and 2023, our largest client, Elevance, accounted for 31%, 27% and 24% of our revenue, respectively.
However, although many of the executive orders have expired, several states have made permanent changes to their telehealth requirements, which in most cases will result in increased access to telehealth services. Most of the federal waivers have been extended through March 31, 2025.
However, although many of the executive orders have expired, several states have made permanent changes to their telehealth requirements, which in most cases will result in increased access to telehealth services. Most of the federal waivers have been extended through December 31, 2027.
Our new digital care offerings may not be adopted by our clients and we may fail to innovate and develop new software offerings that are adopted by our clients. To date, we have historically derived a substantial majority of our revenue from clients who pay for access to our enterprise platform and software as a service.
Our new digital care offerings may not be adopted by our clients and we may fail to innovate and develop new software offerings that are adopted by our clients. To date, we have historically derived a substantial majority of our revenue from clients who pay for access to the Amwell Platform.
Our Board is briefed periodically on cybersecurity and risk management issues by our Chief Information Officer and General Counsel and we have implemented a number of processes to avoid cyber threats and to protect privacy.
Our Board is briefed periodically on cybersecurity and risk management issues by our Chief Information Officer and Head of Legal and we have implemented a number of processes to avoid cyber threats and to protect privacy.
Because of the extreme sensitivity of the PII and PHI we store and transmit, the security features of our enterprise platform and software as a service are very important.
Because of the extreme sensitivity of the PII and PHI we store and transmit, the security features of the Amwell Platform and software as a service are very important.
If our enterprise platform and software as a service does not currently support a client’s required data format or appropriately integrate with a client’s applications and information systems, then we must configure our enterprise platform and software as a service to do so, which increases our expenses. Additionally, we do not control our clients’ implementation schedules.
If the Amwell Platform does not currently support a client’s required data format or appropriately integrate with a client’s applications and information systems, then we must configure the Amwell Platform to do so, which increases our expenses. Additionally, we do not control our clients’ implementation schedules.
In addition, we have invested significant resources in research and development to enhance our existing solution and introduce new high-quality digital care products and services, such as our Amwell Converge ™ platform, and intend to continue to invest resources to enhance our existing solution and introduce new products and services.
In addition, we have invested significant resources in research and development to enhance our existing solution and introduce new high-quality digital care products and services, and intend to continue to invest resources to enhance our existing solution and introduce new products and services.
For the years ended December 31, 2024, 2023 and 2022, our net cash used in operating activities was $127.3 million, $148.3 million and $192.3 million respectively. As of December 31, 2024, we had $228.3 million of cash, cash equivalents and short-term investments, which are held for working capital purposes.
For the years ended December 31, 2025, 2024 and 2023, our net cash used in operating activities was $66.0 million, $127.3 million and $148.3 million respectively. As of December 31, 2025, we had $182.3 million of cash, cash equivalents and short-term investments, which are held for working capital purposes.
To the extent that the holders of Class B or Class C common stock convert their shares, your proportional vote out of the 49% vote to which the Class A shares (together with the Class C shares, in the case of votes other than for directors) are entitled while shares of Class B common stock remain outstanding will be diluted.
To the extent that the holders of Class B or Class C common stock convert their shares, your proportional vote out of the 49% vote to which the Class A shares (together with the Class C shares, in the case of votes other than for directors) are entitled while shares of Class B common stock remain outstanding will be diluted. 48 Our multiple class structure may depress the trading price or liquidity of our Class A common stock.
Sales and use and similar tax laws and rates vary greatly from state to state. For 2024, we filed sales and use tax in 47 states.
Sales and use and similar tax laws and rates vary greatly from state to state. For 2025, we filed sales and use tax in 48 states.
Our operations have consumed substantial amounts of cash since inception, and we intend to continue scaling our business to increase our client, patient, member and provider bases, broaden the scope of services we offer, invest in research and development and expand the applications of our technology through which consumers can access our services.
Our operations have consumed substantial amounts of cash since inception, and we intend to continue scaling our business to increase our client, patient, member and provider bases, broaden the scope of services we offer, invest in research and development and expand the use of artificial intelligence in our technology.
As of December 31, 2024, we had approximately $986.0 million of federal NOL carryforwards, $45.7 million of tax effected state NOL carryforwards, $12.9 million and $3.0 of federal and state research and development credit carryforwards, respectively.
As of December 31, 2025, we had approximately $1,187.0 million of federal NOL carryforwards, $52.9 million of tax effected state NOL carryforwards, $12.9 million and $3.1 of federal and state research and development credit carryforwards, respectively.
As of January 31, 2025, we had outstanding 13,962,695 shares of Class A common stock, 1,369,518 shares of Class B common stock and 277,777 shares of Class C common stock.
As of January 30, 2026, we had outstanding 14,904,513 shares of Class A common stock, 1,369,518 shares of Class B common stock and 277,777 shares of Class C common stock.
As of December 31, 2024, we had an accumulated deficit of $1,965.9 million. These losses and accumulated deficit reflect the substantial investments we made to acquire new clients and develop our enterprise platform and software as a service.
These losses and accumulated deficit reflect the substantial investments we made to acquire new clients and develop the Amwell Platform and software as a service.
These provisions may facilitate management and board entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders. We are a “controlled company” within the meaning of NYSE rules and, as a result, we qualify for, and rely on, exemptions from certain corporate governance requirements.
These provisions may facilitate management and board entrenchment that may delay, deter, render more difficult or prevent a change in our control, which may not be in the best interests of our stockholders.
Risks Related to Our Financial Position We have a history of losses, which we expect to continue, and we may never achieve or sustain profitability. We have incurred significant losses in each period since our inception. We incurred net losses of $212.6 million, $679.2 million and $272.1 million for the years ended December 31, 2024, 2023 and 2022, respectively.
Risks Related to Our Financial Position We have a history of losses, which we expect to continue, and we may never achieve or sustain profitability. We have incurred significant losses and negative cash flows in each period since our inception.
These changes exclude companies with multiple classes of shares of common stock from being added to these 49 indices. In addition, several stockholder advisory firms have announced their opposition to the use of dual or multiple class structures.
In addition, several stockholder advisory firms have announced their opposition to the use of dual or multiple class structures.
Our multiple class structure may depress the trading price or liquidity of our Class A common stock. Our multiple class structure may result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences.
Our multiple class structure may result in a lower or more volatile market price of our Class A common stock or in adverse publicity or other adverse consequences. For example, certain index providers restrict companies with multiple class share structures in certain of their indexes.
These obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other requirements or our practices.
These obligations may be interpreted and applied in a manner that is inconsistent from one jurisdiction to another and may conflict with other requirements or our practices. In addition, there are a growing number of state, federal and foreign laws and regulations regarding the development and use of artificial intelligence that may apply to health and digital care services.
Removed
For example, certain index providers have announced restrictions on including companies with multiple class share structures in certain of their indexes. S&P Dow Jones and FTSE Russell have announced changes to their eligibility criteria for inclusion of shares of public companies on certain indices, including the S&P 500.
Added
We incurred net losses of $95.0 million, $212.6 million and $679.2 million for the years ended December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, we had an accumulated deficit of $2,061.6 million.
Removed
Any such exclusion from indices could result in a less active trading market for our Class A common stock. Any actions or publications by stockholder advisory firms critical of our corporate governance practices or capital structure could also adversely affect the value of our Class A common stock.
Added
In the past, we have incurred significant non-cash impairment charges as a result of sustained declines in our stock price.
Added
For example, cross-sectoral laws such as the Colorado AI Act and EU AI Act regulate “high-risk” AI systems, including systems which make significant decisions related to healthcare and insurance. Healthcare-specific AI laws regulate use of AI in delivery of healthcare services, 46 including requirements for transparency and consent.
Added
Where applicable to our business practices we must comply with such laws, regulations and directives and we may be subject to significant consequences, including penalties and fines, for our failure to comply.
Added
Accordingly, we qualify as a “controlled company” within the meaning of NYSE corporate governance standards.

Item 1C. Cybersecurity

Cybersecurity — threats and controls disclosure

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Biggest changeThe SSC ensures the workforce complies with the ISMS policies, procedures and controls through many channels, including annual review of audit and risk assessment results, multifactor authentication, annual employee training and company-wide communications. Our team of cybersecurity focused employees, under the direction of our CIO, is responsible for assessing our cybersecurity risk and detecting, mitigating and remediating cybersecurity incidents.
Biggest changeAmwell also self-assesses the performance and effectiveness of the ISMS through monitoring, measurement, analysis, and evaluation of controls and control objectives. The SSC ensures the workforce complies with the ISMS policies, procedures and controls through many channels, including annual review of audit and risk assessment results, multifactor authentication, annual employee training and company-wide communications.
In 2024, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. Despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.
In 2025, we did not identify any cybersecurity threats that have materially affected or are reasonably likely to materially affect our business strategy, results of operations or financial condition. Despite our efforts, we cannot eliminate all risks from cybersecurity threats, or provide assurances that we have not experienced an undetected cybersecurity incident.
The Board is responsible for ensuring that management has processes in place designed to (i) identify and evaluate cybersecurity risks to which the company is exposed and (ii) manage cybersecurity risks and mitigate cybersecurity incidents.
The Board is responsible for ensuring that management has processes in place designed to (i) identify and evaluate cybersecurity risks to which the company is exposed and (ii) manage cybersecurity risks and mitigate cybersecurity incident s.
Our cybersecurity program is designed to align with industry best practices and provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of services provided by third-party service providers. 52 Our Board has overall oversight responsibility for our risk management and is briefed periodically on cybersecurity risk management and any material cybersecurity incidents by o ur Chief Information Officer, or CIO, and General Counsel.
Our cybersecurity program is designed to align with industry best practices and provide a framework for handling cybersecurity threats and incidents, including threats and incidents associated with the use of services provided by third-party service providers. 51 Our Board has overall oversight responsibility for our risk management and is briefed perio dically on cybersecurity risk management and any material cybersecurity incidents by our Chief Information Officer, or CIO, and Head of Legal.
Our CIO and dedicated personnel are certified and experienced information systems security professionals and information security managers. Personnel with significant security responsibilities receive specialized education and training on their roles and responsibilities prior to being granted access to systems and resources. The pre-employment process for these roles is designed to ensure that security responsibilities are specifically defined.
Personnel with significant security responsibilities receive specialized education and training on their roles and responsibilities prior to being granted access to systems and resources. The pre-employment process for these roles is designed to ensure that security responsibilities are specifically defined. Our CIO has over 15 years of technology leadership experience.
Specifically, our Security Steering Committee ("SSC"), a cross-functional team of employees chaired by our CIO, is responsible for providing strategic guidance and oversight to Amwell’s privacy, risk and security programs and policies. Management has instituted an Information Security Management System ("ISMS"). The ISMS establishes risk-based safeguards that are designed to adequately protect the Company and information acquired through business operations.
Specifically, our Security Steering Committee ("SSC"), a cross-functional team of employees chaired by o ur CIO, is responsible for providing strategic guidance and oversight to Amwell’s privacy, risk and security programs and policie s. Management has instituted an Information Security Management System ("ISMS").
Amwell maintains its ISMS in accordance with ISO 27001 standards. Amwell is audited annually by a third-party assessment firm that determines the effectiveness of the procedures and processes of its ISMS. Amwell also self-assesses the performance and effectiveness of the ISMS through monitoring, measurement, analysis, and evaluation of controls and control objectives.
The ISMS establishes risk-based safeguards that are designed to adequately protect the Company and information acquired through business operations. Amwell maintains its ISMS in accordance with ISO 27001 standards. Amwell is audited annually by a third-party assessment firm that determines the effectiveness of the procedures and processes of its ISMS.
Removed
Our CIO has over 15 years of technology leadership experience.
Added
Our team of cybersecurity focused employees, under the direction of our CIO, is responsible for assessing our cybersecurity risk and detecting, mitigating and remediating cybersecurity incidents. Our CIO and dedicated personnel are certified and experienced information systems security professionals and information security managers.

Item 2. Properties

Properties — owned and leased real estate

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Biggest changeItem 2. Pro perties. Our principal executive office is located in Boston, Massachusetts and is a LEED certified building. We also have offices in Ramat Gan, Israel, Tysons Corner, Virginia, Dublin, Ireland and Bogotá and Medellin, Colombi. All of our office locations are leased. We also maintain hardware inventory in facilities based in San Diego, California.
Biggest changeItem 2. Pro perties. Our principal executive office is located in Boston, Massachusetts and is a LEED certified building. We also have offices in Ramat Gan, Israel, Tysons Corner, Virginia, Dublin, Ireland and Bogotá and Medellin, Colombia. All of our office locations are leased. We also maintain hardware inventory in facilities based in San Diego, California.
We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion. 53
We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion. 52

Item 3. Legal Proceedings

Legal Proceedings — active lawsuits and investigations

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Biggest changeRegardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors. Item 4. Mine Safe ty Disclosures. Not applicable. 54 PART II
Biggest changeRegardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors. Item 4. Mine Safe ty Disclosures. Not applicable. 53 PART II

Item 4. Mine Safety Disclosures

Mine Safety Disclosures — required of mining issuers

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Biggest changeItem 4. Mine Safety Disclosures 54 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 55 Item 6. Reserved 56 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 57 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 70 Item 8.
Biggest changeItem 4. Mine Safety Disclosures 53 PART II Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities 54 Item 6. Reserved 55 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations 56 Item 7A. Quantitative and Qualitative Disclosures About Market Risk 69 Item 8.

Item 5. Market for Registrant's Common Equity

Market for Common Equity — stock, dividends, buybacks

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Biggest changeThe graph assumes that $100 was invested in our Class A common stock and in each index on September 17, 2020, the date our Class A common stock began trading on the NYSE. The comparisons are based on historical data and are not necessarily indicative of, nor intended to forecast, the future performance of our Class A common stock.
Biggest changeThe comparisons are based on historical data and are not necessarily indicative of, nor intended to forecast, the future performance of our Class A common stock. Fiscal year ended December 31, 2025
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters." Recent Sales of Unregistered Securities There were no sales of unregistered equity securities during the quarter ended December 31, 2024. Purchase of Equity Securities The following table provides information about the Company’s purchases of its common stock for each month during this quarterly period covered by this report.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters." Recent Sales of Unregistered Securities There were no sales of unregistered equity securities during the quarter ended December 31, 2025. Purchase of Equity Securities The following table provides information about the Company’s purchases of its common stock for each month during this quarterly period covered by this report.
Securities Authorized for Issuance under Equity Compensation Plans The information required hereunder will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2025 Annual Meeting of Stockholders and is incorporated herein by reference from Part III. "Item 12.
Securities Authorized for Issuance under Equity Compensation Plans The information required hereunder will be included in our Definitive Proxy Statement to be filed with the SEC with respect to our 2026 Annual Meeting of Stockholders and is incorporated herein by reference from Part III. "Item 12.
Period (a) Total number of shares (or units) purchased* (b) Average price paid per share (or unit)* (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs October 1 to October 31 143 $ 9.48 — — November 1 to November 30 13 $ 9.16 — — December 1 to December 31 26 $ 9.57 — — Total 182 $ 9.47 — — * Shares withheld to cover tax withholding obligations under the net settlement provision upon vesting of restricted stock units and exercising of options. 55 Performance Graph The following performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of American Well Corporation under the Securities Act or the Exchange Act.
Period (a) Total number of shares (or units) purchased* (b) Average price paid per share (or unit)* (c) Total number of shares (or units) purchased as part of publicly announced plans or programs (d) Maximum number (or approximate dollar value) of shares (or units) that may yet be purchased under the plans or programs October 1 to October 31 102 $ 6.15 — — November 1 to November 30 — $ — — — December 1 to December 31 — $ — — — Total 102 $ 6.15 — — * Shares withheld to cover tax withholding obligations under the net settlement provision upon vesting of restricted stock units and exercising of options. 54 Performance Graph The following performance graph shall not be deemed “soliciting material” or to be “filed” with the SEC for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities under that Section, and shall not be deemed to be incorporated by reference into any filing of American Well Corporation under the Securities Act or the Exchange Act.
Holders On January 31, 2025, there were 153 stockholders of record of our Class A common stock, two stockholders of record of our Class B common stock and one stockholder of record of our Class C common stock.
Holders On January 30, 2026, there were 144 stockholders of record of our Class A common stock, two stockholders of record of our Class B common stock and one stockholder of record of our Class C common stock.
The following graph compares the cumulative total stockholder return on our Class A common stock with the comparable cumulative return of the Russell 2000 composite index and S&P 500 Health Care Services index.
The following graph compares the cumulative total stockholder return on our Class A common stock with the comparable cumulative return of the Russell 2000 composite index and S&P 500 Health Care Services index. The graph assumes that $100 was invested in our Class A common stock and in each index on December 31, 2020.

Item 7. Management's Discussion & Analysis

Management's Discussion & Analysis (MD&A) — revenue / margin commentary

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Biggest changeConsolidated Results of Operations The following table sets forth our summarized consolidated statement of operations data for the years ended December 31, 2024, 2023 and 2022 and the dollar and percentage change between the respective periods: Years Ended December 31, Fiscal Year 2024 to Fiscal Year 2023 Fiscal Year 2023 to Fiscal Year 2022 (in thousands) 2024 2023 2022 Change % Change % Revenue $ 254,364 $ 259,047 $ 277,190 $ (4,683 ) (2 )% $ (18,143 ) (7 )% Costs and operating expenses: Costs of revenue, excluding depreciation and amortization of intangible assets 155,412 164,287 160,422 (8,875 ) (5 )% 3,865 2 % Research and development 86,065 105,827 138,487 (19,762 ) (19 )% (32,660 ) (24 )% Sales and marketing 76,272 86,460 81,628 (10,188 ) (12 )% 4,832 6 % General and administrative 121,174 126,645 146,353 (5,471 ) (4 )% (19,708 ) (13 )% Depreciation and amortization expense 32,975 31,492 26,153 1,483 5 % 5,339 20 % Goodwill impairment — 436,479 — (436,479 ) 100 % 436,479 100 % Total costs and operating expenses 471,898 951,190 553,043 (479,292 ) (50 )% 398,147 72 % Loss from operations (217,534 ) (692,143 ) (275,853 ) 474,609 (69 )% (416,290 ) 151 % Interest income and other income (expense), net 10,757 19,422 6,123 (8,665 ) (45 )% 13,299 217 % Loss before expense from income taxes and loss from equity method investment (206,777 ) (672,721 ) (269,730 ) 465,944 (69 )% (402,991 ) 149 % Expense from income taxes (2,751 ) (3,860 ) (64 ) 1,109 (29 )% (3,796 ) 5,931 % Loss from equity method investment (3,110 ) (2,590 ) (2,278 ) (520 ) 20 % (312 ) 14 % Net loss (212,638 ) (679,171 ) (272,072 ) 466,533 (69 )% (407,099 ) 150 % Net loss attributable to non-controlling interest (4,495 ) (4,007 ) (1,643 ) (488 ) 12 % (2,364 ) 144 % Net loss attributable to American Well Corporation $ (208,143 ) $ (675,164 ) $ (270,429 ) $ 467,021 (69 )% $ (404,735 ) 150 % Revenue For the year ended December 31, 2024, subscription revenue increased $3.2 million due to growth in our strategic clients.
Biggest changeConsolidated Results of Operations The following table sets forth our summarized consolidated statement of operations data for the years ended December 31, 2025, 2024 and 2023 and the dollar and percentage change between the respective periods: Years Ended December 31, Fiscal Year 2025 to Fiscal Year 2024 Fiscal Year 2024 to Fiscal Year 2023 (in thousands) 2025 2024 2023 Change % Change % Revenue $ 249,325 $ 254,364 $ 259,047 $ (5,039 ) (2 )% $ (4,683 ) (2 )% Costs and operating expenses: Costs of revenue, excluding depreciation and amortization of intangible assets 116,467 155,412 164,287 (38,945 ) (25 )% (8,875 ) (5 )% Research and development 72,861 86,065 105,827 (13,204 ) (15 )% (19,762 ) (19 )% Sales and marketing 43,265 76,272 86,460 (33,007 ) (43 )% (10,188 ) (12 )% General and administrative 88,045 121,174 126,645 (33,129 ) (27 )% (5,471 ) (4 )% Depreciation and amortization expense 33,961 32,975 31,492 986 3 % 1,483 5 % Goodwill impairment — — 436,479 — 100 % (436,479 ) 100 % Total costs and operating expenses 354,599 471,898 951,190 (117,299 ) (25 )% (479,292 ) (50 )% Loss from operations (105,274 ) (217,534 ) (692,143 ) 112,260 (52 )% 474,609 (69 )% Interest income and other income (expense), net 3,803 10,757 19,422 (6,954 ) (65 )% (8,665 ) (45 )% Gain on divestiture 8,634 — — 8,634 N/A — N/A Loss before expense from income taxes and loss from equity method investment (92,837 ) (206,777 ) (672,721 ) 113,940 (55 )% 465,944 (69 )% Expense from income taxes (434 ) (2,751 ) (3,860 ) 2,317 (84 )% 1,109 (29 )% Loss from equity method investment (1,696 ) (3,110 ) (2,590 ) 1,414 (45 )% (520 ) 20 % Net loss (94,967 ) (212,638 ) (679,171 ) 117,671 (55 )% 466,533 (69 )% Net income (loss) attributable to non-controlling interest 733 (4,495 ) (4,007 ) 5,228 (116 )% (488 ) 12 % Net loss attributable to American Well Corporation $ (95,700 ) $ (208,143 ) $ (675,164 ) $ 112,443 (54 )% $ 467,021 (69 )% Revenue For the year ended December 31, 2025, subscription revenue increased $16.9 million due to growth in our strategic clients, partially offset by continued churn in our health plan and health system customers.
The combination of the enterprise platform, professional services and Carepoint hardware allows our clients to deploy digital care solutions across their full enterprise, deepening their relationships with existing and new patients and members through improved care access and coordination, cost and quality. Our contracts are typically three years in length but may be longer for our largest strategic client partners.
The combination of the Amwell Platform, professional services and Carepoint hardware allows our clients to deploy digital care solutions across their full enterprise, deepening their relationships with existing and new patients and members through improved care access and coordination, cost and quality. Our contracts are typically three years in length but may be longer for our largest strategic client partners.
Second, our health systems agreements typically include a certain number of visits conducted by their own providers annually and provide that as certain volume thresholds are exceeded, its annual license fees will rise 58 to reflect this growing value. Third, to the extent that clients utilize provider services from AMG, Amwell derives revenue from clinical fees.
Second, our health systems agreements typically include a certain number of visits conducted by their own providers annually and provide that as certain volume thresholds are exceeded, its annual license fees will rise to reflect this growing value. Third, to the extent that clients utilize provider services from AMG, Amwell derives revenue from clinical fees.
We are therefore not exposed to the financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships. Critical Accounting Policies and Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP.
We are therefore not exposed to the financing, liquidity, market or credit risk that could arise if we had engaged in those types of relationships. 66 Critical Accounting Policies and Estimates Our management’s discussion and analysis of our financial condition and results of operations is based on our financial statements, which have been prepared in accordance with GAAP.
Sales and Marketing Expenses For the year ended December 31, 2024, the decrease in sales and marketing expense was driven by a decrease in employee-related costs of $8.6 million, a decrease in other consulting spend of $1.9 million, a decrease in business related travel of $1.1 million and a decrease in marketing spend of $1.0 million, due to headcount reduction and cost savings measures put into place.
For the year ended December 31, 2024, the decrease in sales and marketing expense was driven by a decrease in employee-related costs of $8.6 million, a decrease in other consulting spend of $1.9 million, a decrease in business related travel of $1.1 million and a decrease in marketing spend of $1.0 million, due to headcount reduction and cost savings measures put into place.
Cash used in operations reflects an increase in accounts receivable of $25.0 million which was primarily driven by service delays in third party providers. The net loss was 66 partially offset by non-cash expenses of $95.3 million (primarily stock-based compensation of $47.5 million and depreciation and amortization of $33.0 million).
Cash used in operations reflects an increase in accounts receivable of $25.0 million which was primarily driven by service delays in third party providers. The net loss was partially offset by non-cash expenses of $95.3 million (primarily stock-based compensation of $47.5 million and depreciation and amortization of $33.0 million).
We combine contracts entered into at or near the same time with the same client if we determine that the contracts are negotiated as a 68 package with a single commercial objective; the amount of consideration to be paid in one contract depends on the price or performance of the other contract; or the services promised in the contracts are a single performance obligation.
We combine contracts entered into at or near the same time with the same client if we determine that the contracts are negotiated as a package with a single commercial objective; the amount of consideration to be paid in one contract depends on the price or performance of the other contract; or the services promised in the contracts are a single performance obligation.
Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business. Adjusted EBITDA Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance.
Investors are encouraged to review the related GAAP financial measure and the reconciliation of this non-GAAP financial measure to their most directly comparable GAAP financial measures, and not to rely on any single financial measure to evaluate our business. 58 Adjusted EBITDA Adjusted EBITDA is a key performance measure that our management uses to assess our operating performance.
The increase was offset with a decrease in visit revenue of $3.0 million due to a decline in visit volume and lower utilization in specialty care, and a decrease in other revenue of $4.8 million 63 primarily related to a decrease in marketing and services revenue due to timing of services provided to various strategic customers each year.
The increase was offset with a decrease in visit revenue of $3.0 million due to a decline in visit volume and lower utilization in specialty care, and a decrease in other revenue of $4.8 million primarily related to a decrease in marketing and services revenue due to timing of services provided to various strategic customers each year.
The Company estimates the amount of revenue it expects to recognize during the twelve-month period following the financial statement date which is recorded as current deferred revenue and the remaining portion is recorded as noncurrent. Intangible Assets Amortization of acquired intangible assets is the result of historical acquisitions.
The Company estimates the amount 67 of revenue it expects to recognize during the twelve-month period following the financial statement date which is recorded as current deferred revenue and the remaining portion is recorded as noncurrent. Intangible Assets Amortization of acquired intangible assets is the result of historical acquisitions.
While our aggregated number of health systems clients declined during re-platforming and market consolidation, we have retained the majority of our historically significant clients and with the Amwell Converge ™ platform have been able to strengthen and expand our strategic clients during the year.
While our aggregated number of health systems clients declined during re-platforming and market consolidation, we have retained the majority of our historically significant clients and with the Amwell Platform have been able to strengthen and expand our strategic clients during the year.
The net loss, excluding impairment charge, 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.
The net loss, excluding impairment charge, was reflective of the investments 65 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.
Operating Expenses Operating expenses consist of research and development, sales and marketing, and general and administrative expenses. 61 Research and Development Expenses Research and development expenses include personnel and related expenses for software and hardware engineering, information technology infrastructure, security and compliance and product development (inclusive of stock-based compensation for our research and development employees).
Operating Expenses Operating expenses consist of research and development, sales and marketing, and general and administrative expenses. Research and Development Expenses Research and development expenses include personnel and related expenses for software and hardware engineering, information technology infrastructure, security and compliance and product development (inclusive of stock-based compensation for our research and development employees).
First, to the extent a client succeeds with its digital care program and sees good usage, they are more likely to renew and potentially expand their contract with us.
First, to the 57 extent a client succeeds with its digital care program and sees good usage, they are more likely to renew and potentially expand their contract with us.
The Company has no debt as of December 31, 2024 and expects to generate operating losses in future years. We believe that our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months from the issuance date of the financial statements.
The Company has no debt as of December 31, 2025 and expects to generate operating losses in future years. We believe that our existing cash and cash equivalents will be sufficient to meet our working capital and capital expenditure needs for at least the next 12 months from the issuance date of the financial statements.
Our future capital requirements will depend on many factors including our growth rate, contract renewal activity, number of consultations on our enterprise platform, the timing and extent of spending to support product development efforts, our expansion of sales and marketing activities, the introduction of new and enhanced services offerings, and the continuing market acceptance of digital care services.
Our future capital requirements will depend on many factors including our growth rate, contract renewal activity, number of consultations on the Amwell Platform, the timing and extent of spending to support product development efforts, our expansion of sales and marketing activities, the introduction of new and enhanced services offerings, and the continuing market acceptance of digital care services.
Clients typically have the right to terminate their contracts for cause if the Company fails to perform in accordance with the contractual terms. For clients who purchase access to the enterprise platform, the Company hosts a dedicated instance of the enterprise platform, white-labeled under the client’s own name, branding, and with customized workflows and operating choices.
Clients typically have the right to terminate their contracts for cause if the Company fails to perform in accordance with the contractual terms. For clients who purchase access to the Amwell Platform, the Company hosts a dedicated instance of the Amwell Platform, white-labeled under the client’s own name, branding, and with customized workflows and operating choices.
A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure 59 stated in accordance with GAAP.
A reconciliation is provided below for our non-GAAP financial measure to the most directly comparable financial measure stated in accordance with GAAP.
Access to the enterprise platform, includes the ability for clients to access the AMG network of medical professionals, as well as, in certain cases, support and maintenance and other professional services. The typical contract term is three years. Most of the Company’s contracts are non-cancelable over the contractual term.
Access to the Amwell Platform, includes the ability for clients to access the AMG network of medical professionals, as well as, in certain cases, support and maintenance and other professional services. The typical contract term is three years. Most of the Company’s contracts are non-cancelable over the contractual term.
Recent Developments On January 8, 2025, we, Aligned Telehealth, LLC ("Aligned"), one of our wholly owned subsidiaries, and Avel eCare, LLC (the “Buyer”) entered into an asset purchase agreement (the “Agreement”) relating to the sale to the Buyer of all property and assets owned, leased or licensed by the Seller that are primarily used or held for use in connection with our business of providing telepsychiatry services to hospitals and correctional programs (the “Business”), subject to certain specified exclusions such as cash.
Divestiture and Dissolutions On January 8, 2025, we, Aligned Telehealth, LLC ("Aligned"), one of our wholly owned subsidiaries, and Avel eCare, LLC (the “Buyer”) entered into an asset purchase agreement (the “Agreement”) relating to the sale to the Buyer of all property and assets owned, leased or licensed by the Seller that are primarily used or held for use in connection with our business of providing telepsychiatry services to hospitals and correctional programs (the “Business”), subject to certain specified exclusions such as cash.
Health Plan Subscription Revenue: Health Plan subscription revenue consists of all platform-related fees for a health plan, including subscription licenses, per member/per month charges and fees related to clinical programs, and primarily represents the fee to access the enterprise platform over the contractual period.
Health Plan Subscription Revenue: Health Plan subscription revenue consists of all Amwell Platform-related fees for a health plan, including subscription licenses, per member/per month charges and fees related to clinical programs, and primarily represents the fee to access the Amwell Platform over the contractual period.
We believe increased spending in prior years was a temporary investment to accelerate development of a more scalable and economically beneficial solution that will properly position the Company to benefit in the long term and have seen marked decline during 2024 as we return to normal levels of spend in future periods.
We believe increased spending in prior years was a temporary investment to accelerate development of a more scalable and economically beneficial solution that will properly position the Company to benefit in the long term and have seen decline during the year as we return to normal levels of spend in future periods.
Invest in Growth We expect to continue to focus on long-term revenue growth through investments in technology development and sales and marketing efforts. In addition, we believe continued investments in platform modules and clinical programs will allow us to further penetrate our products and services into our existing client relationships and new opportunities.
Invest in Growth We expect to continue to focus on long-term revenue growth through investments in artificial intelligence technology and sales and marketing efforts. In addition, we believe continued investments in platform modules and clinical programs will allow us to further penetrate our products and services into our existing client relationships and new opportunities.
To support the enterprise platform and software as a service, we offer professional services on a fee-for-service basis and a range of patient and provider Carepoint devices and software that support hospital and home use cases and access to AMG, our affiliated medical group that provides clinical services on a fee-for-service basis.
To support the Amwell Platform, we offer professional services on a fee-for-service basis and a range of patient and provider Carepoint devices and software that support hospital and home use cases and access to AMG, our affiliated medical group that provides clinical services on a fee-for-service basis.
Interest Income and Other Income (Expense), net For the year ended December 31, 2024, interest income and other expenses consist primarily of interest income and gains from our cash equivalents.
Interest Income and Other Income (Expense), net For the year ended December 31, 2025, interest income and other expenses consist primarily of interest income and gains from our cash equivalents.
Cash Provided by (Used in) Financing Activities Cash provided by financing activities for the year ended December 31, 2024, was $1.4 million. Cash provided by financing activities consisted of $1.4 million of proceeds from the exercise of employee stock options and employee stock purchase plan. Cash provided by financing activities for the year ended December 31, 2023, was $2.1 million.
Cash provided by financing activities consisted of $1.4 million of proceeds from the exercise of employee stock options and employee stock purchase plan. Cash provided by financing activities for the year ended December 31, 2023, was $2.1 million.
The purchase price is comprised of (i) an upfront cash payment of $20.7 million, which is equal to 1.1x the Business’ trailing twelve-month revenue, excluding on-site revenue attributable to certain of the Business’ contracts, subject to customary adjustments and (ii) an additional cash payment (the “Additional Payment”) equal to 0.4x the Buyer and its affiliates’ aggregate revenues arising from the provision of the Business to current customers and potential customers in the sales pipeline during the twelve-month period immediately following the closing, excluding revenues arising from the provision of on-site psychiatric services to certain of the Business’ contracts and other specified revenues, which Additional Payment is payable within ten days following the final determination of the Additional Payment amount.
The divestiture was completed on Closing Date, and the total consideration was comprised of (i) an upfront cash payment of $20.7 million, which is equal to 1.1x the Business’ trailing twelve-month revenue, excluding on-site revenue attributable to certain of the Business’ contracts, subject to customary adjustments and (ii) an additional cash payment (the “Additional Payment”) equal to 0.4x the Buyer and its affiliates’ aggregate revenues arising from the provision of the Business to current customers and potential customers in the sales pipeline during the twelve-month period immediately following the closing, excluding revenues arising from the provision of on-site psychiatric services to certain of the Business’ contracts and other specified revenues, which Additional Payment is payable within ten days following the final determination of the Additional Payment amount.
We had no such other items during the years ended December 31, 2024, 2023 and 2022.
We had no such other items during the years ended December 31, 2025, 2024 and 2023.
Loss from Equity Method Investment 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 digital care.
Loss from Equity Method Investment 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.
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.
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.
These evaluations require significant judgment around the proper identification of performance obligations, which could affect the timing and amount of revenue recognized. Deferred revenues consist of the unearned portion of billed fees for our enterprise platform and software as a service access fees and related services, which is subsequently recognized as revenue in accordance with our revenue recognition policy.
These evaluations require significant judgment around the proper identification of performance obligations, which could affect the timing and amount of revenue recognized. Deferred revenues consist of the unearned portion of billed fees for the Amwell Platform and related services, which is subsequently recognized as revenue in accordance with our revenue recognition policy.
When evaluating our performance, you should consider adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results. Severance and strategic transformation costs In the twelve months ended December 31, 2024, the Company recorded charges of $20.9 million, in connection with severance and strategic transformation costs.
When evaluating our performance, you should consider adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results. Severance and strategic transformation costs In the twelve months ended December 31, 2025, the Company recorded charges of $11.2 million, in connection with severance and strategic transformation costs.
Cash used in investing activities consisted of $15.1 million of capitalized software development costs, a $3.9 million investment in the less than majority owned joint venture, and purchases of investments of $390.0 million offset by $390.0 million in proceeds from maturities of investments Cash used in investing activities was $11.6 million for the year ended December 31, 2022.
Cash used in investing activities consisted of $15.1 million of capitalized software development costs, a $3.9 million investment in the less than majority owned joint venture, and purchases of investments of $390.0 million offset by $390.0 million in proceeds from maturities of investments Cash Provided by (Used in) Financing Activities Cash provided by financing activities for the year ended December 31, 2025, was $0.8 million.
Subscription revenue may include immaterial amounts from non-health plan clients whose business model acts similarly to those clients. Average Annual Contract Value: Annual contract value is defined as total health plan subscription revenue for the fiscal period divided by average number of health plan clients.
Subscription revenue may include immaterial amounts from non-health plan clients whose business model acts similarly to those clients. Average Annual Contract Value: Annual contract value is defined as total health plan subscription revenue for the fiscal period divided by average number of health plan clients. The decrease from 2024 to 2025 was driven by churn.
While we currently expect increased investments to support accelerated growth, we also expect increased efficiencies and economies of scale. Our quarterly cost of revenues as a percentage of revenues is expected to fluctuate from period to period depending on the interplay of these aforementioned factors.
While we currently expect increased investments to further enhance our offering, we also expect increased efficiencies and economies of scale. Our quarterly cost of revenues as a percentage of revenues is expected to fluctuate from period to period depending on the interplay of these aforementioned factors.
We expect that our future revenues will be driven by the growing adoption of digital care and our ability to maintain and grow market share within that market. We continue to experience strong adoption and usage of our enterprise platform and software as a service.
We expect that our future revenues will be driven by the growing adoption of digital care and our ability to maintain and grow market share within that market. We continue to experience strong adoption and usage of the Amwell Platform.
Amortization expense increased by $1.8 million for the year ended December 31, 2024. The increase in amortization was related to the amortization of the internally developed software intangible assets that had a full year of amortization. Depreciation expense remained consistent for the year ended December 31, 2023. Amortization expense increased by $6.2 million for the year ended December 31, 2023.
Amortization expense increased by $1.8 million for the year ended December 31, 2024. The increase in amortization was related to the amortization of the internally developed software intangible assets that had a full year of amortization.
Treasury zero-coupon issues with maturities that are commensurate with the expected term. • Dividend Yield —The dividend yield assumption is zero, as we have no history of, or plans to make, dividend payments. 69 The fair value of the PSUs is estimated using a Monte-Carlo valuation simulation.
Treasury zero-coupon issues with maturities that are commensurate with the expected term. • Dividend Yield —The dividend yield assumption is zero, as we have no history of, or plans to make, dividend payments. The fair value of the PSUs is estimated based on the conditions of the award. Market based awards are valued using a Monte-Carlo valuation simulation.
Health Plans: Years Ended December 31, 2024 2023 2022 Average Number of Health Plan Clients 52 55 57 Total Health Plan Subscription Revenue $ 49.9 million $ 49.2 million $ 48.7 million Average Annual Contract Value $ 963 thousand $ 902 thousand $ 862 thousand Health Plan : A health plan is an enterprise platform client whose primary business case is managing the healthcare financial risk of its membership.
Health Plans: Years Ended December 31, 2025 2024 2023 Average Number of Health Plan Clients 48 52 55 Total Health Plan Subscription Revenue $ 35.4 million $ 49.9 million $ 49.2 million Average Annual Contract Value $ 737 thousand $ 963 thousand $ 902 thousand Health Plan : A health plan is an Amwell Platform client whose primary business case is managing the healthcare financial risk of its membership.
The Company records the expense for these awards over the estimated life of each tranche We estimate the fair value of each stock option grant using the Black-Scholes option-pricing model, which uses as inputs the fair value of our common stock and assumptions we make for the volatility of our common stock, the expected term of our stock options, the risk-free interest rate for a period that approximates the expected term of our stock options and our expected dividend yield.
We estimate the fair value of each stock option grant using the Black-Scholes option-pricing model, which uses as inputs the fair value of our common stock and assumptions we make for the volatility of our common stock, the expected term of our stock options, the risk-free interest rate for a period that approximates the expected term of our stock options and our expected dividend yield.
Total research and development employee headcount decreased to 289 on December 31, 2024, as compared to 332 on December 31, 2023 and 358 on December 31, 2022.
Total research and development employee headcount decreased to 194 on December 31, 2025, as compared to 289 on December 31, 2024 and 332 on December 31, 2023.
Liquidity and Capital Resources The following table presents a summary of our cash flow activity for the periods set forth below: Years December 31, 2024 2023 2022 Consolidated Statements of Cash Flows Data: Net cash used in operating activities $ (127,338 ) $ (148,343 ) $ (192,323 ) Net cash used in investing activities (18,652 ) (19,168 ) (11,630 ) Net cash provided by (used in) financing activities 1,381 2,147 (3,612 ) Total $ (144,609 ) $ (165,364 ) $ (207,565 ) Sources of Financing Our principal sources of liquidity were cash and cash equivalents totaling $228.3 million as of December 31, 2024, which were held for a variety of growth initiatives and investments as well as working capital purposes.
Liquidity and Capital Resources The following table presents a summary of our cash flow activity for the periods set forth below: Years December 31, 2025 2024 2023 Consolidated Statements of Cash Flows Data: Net cash used in operating activities $ (65,953 ) $ (127,338 ) $ (148,343 ) Net cash provided by (used in) investing activities 17,104 (18,652 ) (19,168 ) Net cash provided by financing activities 840 1,381 2,147 Total $ (48,009 ) $ (144,609 ) $ (165,364 ) Sources of Financing Our principal sources of liquidity were cash and cash equivalents totaling $182.3 million as of December 31, 2025, which were held for a variety of growth initiatives and investments as well as working capital purposes.
Visits: Years Ended December 31, 2024 2023 2022 Overall Visits 5,905,000 6,290,000 6,465,000 AMG Visits 1,475,000 1,590,000 1,640,000 Total Visit Revenue $ 116.5 million $ 119.5 million $ 124.3 million Revenue per Visit $ 79 $ 75 $ 76 AMG Visit : An AMG visit is a case completed by our AMG affiliate providers and visit revenue reflects fee-for-service revenue to AMG for the visit.
Visits: Years Ended December 31, 2025 2024 2023 Overall Visits 4,535,000 5,905,000 6,290,000 AMG Visits 1,330,000 1,475,000 1,590,000 Total Visit Revenue $ 94.3 million $ 116.5 million $ 119.5 million Revenue per Visit $ 71 $ 79 $ 75 AMG Visit : An AMG visit is a case completed by our AMG affiliate providers and visit revenue reflects fee-for-service revenue to AMG for the visit.
We generally issue stock options, restricted stock units (“RSU’s”) and performance-based market condition share awards ("PSU's") to employees. Stock options and RSUs only have service-based vesting conditions and the Company records the expense for these awards using the straight-line method. PSUs have multiple tranches each with certain market capitalization or stock price milestones and service-based vesting conditions.
We generally issue stock options, restricted stock units (“RSU’s”) and performance or market condition share awards ("PSU’s") to employees. Stock options and RSUs only have service-based vesting conditions and the Company records the expense for these awards using the straight-line method.
In the year ended December 31, 2023, our clients completed a total of 6.3 million visits on our enterprise platform, while in the year ended December 31, 2024, 5.9 million visits were completed. AMG providers accounted for 25% and 25% of total visits performed on our enterprise platform during the years ended December 31, 2024 and 2023, respectively.
In the year ended December 31, 2024, our clients completed a total of 5.9 million visits on the Amwell Platform, while in the year ended December 31, 2025, 4.5 million visits were completed. AMG providers accounted for 29% and 25% of total visits performed on the Amwell Platform during the years ended December 31, 2025 and 2024, respectively.
Cash provided by financing activities consisted of $2.7 million of proceeds from the exercise of employee stock options and employee stock purchase plan, offset by $0.6 in the repurchase of stock to cover tax withholding obligations upon vesting of restricted stock units. Cash used in financing activities for the year ended December 31, 2022, was $3.6 million.
Cash provided by financing activities consisted of $2.7 million of proceeds from the exercise of employee stock options and employee stock purchase plan, offset by $0.6 million in the repurchase of stock to cover tax withholding obligations upon vesting of restricted stock units.
Revenue performance is reflective of the strong foundation that has been built, focused around health plans, health systems, and our provider network. We generate revenues from the use of our enterprise platform and software as a service in the form of recurring subscription fees for use, and related services and Carepoint sales.
Revenue performance is reflective of the strong foundation that has been built, focused around health plans, health systems, and our provider network. We generate revenues from the use of the Amwell Platform in the form of recurring subscription fees for use, and related services and Carepoint sales. We also generate revenue from the performance of AMG patient visits.
Our Business Model We sell our enterprise platform and software as a service solutions on a subscription basis, which with our modular platform architecture allows our clients to introduce innovative digital care use cases over time, expanding our subscription revenue opportunity.
Our Business Model We sell the Amwell Platform on a subscription basis, which with our modular platform architecture allows our clients to introduce innovative digital care use cases over time, expanding our subscription revenue opportunity.
Our research and development expenses may fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our research and development expenses based on customer demand and emerging market trends .
We expect research and development expense to remain flat in future periods. Our research and development expenses may fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our research and development expenses based on customer demand and emerging market trends.
The increase in amortization was related to the amortization of the internally developed software intangible assets. Goodwill Impairment During the year ended December 31, 2023, the goodwill was fully impaired by $436.5 million as a result of sustained decreases in the Company's publicly quoted share price and market capitalization.
Goodwill Impairment During the year ended December 31, 2023, the goodwill was fully impaired by $436.5 million as a result of sustained decreases in the Company’s publicly quoted share price and market capitalization.
The decrease in the expense is primarily due to an decrease in foreign tax expense. 65 Income tax expense was $3.9 million for the year ended December 31, 2023, compared to income tax expense of $0.1 million for the year ended December 31, 2022. The increase in the expense is primarily due to an increase in foreign tax expense.
Income tax expense was $2.8 million for the year ended December 31, 2024, compared to income tax expense of $3.9 million for the year ended December 31, 2023. The decrease in the expense is primarily due to an decrease in foreign tax expense.
Revenue Recognition The Company generates revenue from contracts with clients who purchase access to the Company’s enterprise platform and software as a service. The Company also provides implementation and post go-live professional services for its enterprise platform and software as a service.
Revenue Recognition The Company generates revenue from contracts with clients who purchase access to the Amwell Platform. The Company also provides implementation and post go-live professional services for the Amwell Platform.
The net loss was partially offset by non-cash expenses of $546.3 million (primarily goodwill impairment of $436.5 million, stock-based compensation of $72.2 million and depreciation and amortization of $31.5 million). For the year ended December 31, 2022, cash used in operating activities was $192.3 million. The primary driver of this use of cash was our net loss of $272.1 million.
The net loss was partially offset by non-cash expenses of $546.3 million (primarily goodwill impairment of $436.5 million, stock-based compensation of $72.2 million and depreciation and amortization of $31.5 million). Cash Provided by (used in) Investing Activities Cash provided by investing activities was $(17.1) million for the year ended December 31, 2025.
Since inception, we have powered more than 33.1 million virtual care visits for our clients, including more than 5.9 million in the year ended December 31, 2024.
Since inception, we have powered more than 37.6 million virtual care visits for our clients, including more than 4.5 million in the year ended December 31, 2025.
Streamlining our service offerings will enable us to focus our resources on the Converge platform, strategic customers, and our path to profitability. 57 Key Metrics and Factors Affecting Our Performance We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions: Health Systems: Years Ended December 31, 2024 2023 2022 Average Number of Health System Clients 107 129 153 Total Health System Subscription Revenue $ 52.0 million $ 53.5 million $ 61.2 million Average Annual Contract Value $ 488 thousand $ 415 thousand $ 401 thousand Health System : A health system is an enterprise platform client whose primary business case is the delivery of care by its providers.
Key Metrics and Factors Affecting Our Performance We monitor the following key metrics to help us evaluate our business, identify trends affecting our business, formulate business plans and make strategic decisions: Health Systems: Years Ended December 31, 2025 2024 2023 Average Number of Health System Clients 88 107 129 Total Health System Subscription Revenue $ 40.6 million $ 52.0 million $ 53.5 million Average Annual Contract Value $ 461 thousand $ 488 thousand $ 415 thousand Health System : A health system is an Amwell Platform client whose primary business case is the delivery of care by its providers.
Marketing costs also include third-party independent research, digital marketing campaigns, participation in trade shows, brand messaging, public relations costs, and the costs of communication materials that are produced to generate awareness and utilization of our enterprise platform and software as a service among our clients and their users.
Marketing costs also include third-party independent research, digital marketing campaigns, participation in trade shows, brand messaging, public relations costs, and the costs of communication materials that are produced to generate awareness and utilization of the Amwell Platform among our clients and their users. We expect sales and marketing expense to remain flat in future periods.
Our cash and cash equivalents are comprised of money market funds. As shown in the accompanying consolidated financial statements, the Company incurred a loss from operations of $217.5 million and a net loss of $212.6 million for year ended December 31, 2024 and had an accumulated deficit of $1,965.9 million as of December 31, 2024.
Our cash and cash equivalents are comprised of money market funds. As shown in the accompanying consolidated financial statements, the Company incurred a loss from operations of $105.3 million and a net loss of $95.0 million for year ended December 31, 2025 and had an accumulated deficit of $2,061.6 million as of December 31, 2025.
If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be adversely affected. Cash Used in Operating Activities For the year ended December 31, 2024, cash used in operating activities was $127.3 million. The primary driver of this use of cash was our net loss of $212.6 million.
If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be adversely affected. Cash Used in Operating Activities For the year ended December 31, 2025, cash used in operating activities was $66.0 million.
These costs primarily include employee-related expenses (including salaries, bonuses, benefits, stock-based compensation and travel). Cost of revenues are primarily driven by the size of our provider network and the hosting and technical support required to service our clients. Our business model is designed to be scalable and to leverage fixed costs to generate higher revenues.
Cost of revenues are primarily driven by the size of our provider network and the hosting and technical support required to service our clients. Our business model is designed to be scalable and to leverage fixed costs to generate higher revenues.
A typical health system client has many hospitals within its system. The average number of health system clients is calculated by averaging the number of such clients under contract at the beginning and end of each fiscal year. The decline in number of health system clients is due to consolidation in the market as well as churn experienced with re-platforming.
A typical health system client has many hospitals within its system. The average number of health system clients is calculated by averaging the number of such clients under contract at the beginning and end of each fiscal year.
The following table presents a reconciliation of adjusted EBITDA from the most comparable GAAP measure, net loss, for each of the years ended December 31, 2024, 2023 and 2022: Years Ended December 31, (in thousands) 2024 2023 2022 Net loss $ (212,638 ) $ (679,171 ) $ (272,072 ) Add: Depreciation and amortization 32,975 31,492 26,153 Interest and other income, net (10,757 ) (19,422 ) (6,123 ) Expense from income taxes 2,751 3,860 64 Goodwill impairment — 436,479 — Stock-based compensation 47,505 72,040 69,144 Severance and strategic transformation costs (1) 20,892 4,414 — Noncash expenses and contingent consideration adjustments (2) — — 12,153 Capitalized software costs (15,102 ) (15,056 ) (10,155 ) Litigation expense (3) — — 5,575 Adjusted EBITDA $ (134,374 ) $ (165,364 ) $ (175,261 ) (1) 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 year ended December 31, 2024 and 2023, as described below in “—Severance and strategic transformation costs.” (2) Noncash expenses and contingent consideration adjustments include, noncash compensation costs incurred by selling shareholders and adjustments made to the contingent consideration.
The following table presents a reconciliation of adjusted EBITDA from the most comparable GAAP measure, net loss, for each of the years ended December 31, 2025, 2024 and 2023: Years Ended December 31, (in thousands) 2025 2024 2023 Net loss $ (94,967 ) $ (212,638 ) $ (679,171 ) Add: Depreciation and amortization 33,961 32,975 31,492 Interest and other income, net (3,803 ) (10,757 ) (19,422 ) Gain on divestiture (2) (8,634 ) — — Expense from income taxes 434 2,751 3,860 Goodwill impairment — — 436,479 Stock-based compensation 21,930 47,505 72,040 Severance and strategic transformation costs (1) 11,203 20,892 4,414 Capitalized software costs - (15,102 ) (15,056 ) Adjusted EBITDA $ (39,876 ) $ (134,374 ) $ (165,364 ) (1) 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 year ended December 31, 2025, 2024 and 2023, as described below in “—Severance and strategic transformation costs.” (2) Gain on divestiture is related to the gain recognized on the sale of our APC business.
We will continue to elevate the skills and impact of our sales personnel and related account management teams as we look to provide a differentiated and enhanced client experience to our growing client base as well as identifying new strategic market opportunities.
We will continue to elevate the skills and impact of our sales personnel and related account management teams as we look to provide a differentiated and enhanced client experience to our growing client base as well as identifying new strategic market opportunities. 60 Marketing costs consist primarily of personnel and related expenses (inclusive of stock-based compensation) for our marketing staff that primarily support the sales organization and client engagement.
Costs of Revenue, Excluding Depreciation and Amortization of Intangible Assets For the year ended December 31, 2024, the decrease in cost of revenue was primarily driven by a decrease in marketing services provided for customers of $3.2 million, and a decrease in employee and provider costs of $3.6 million, driven by headcount reduction and lower visit volume.
The Company’s cost savings measures continue to have a positive impact on gross margin. 62 For the year ended December 31, 2024, the decrease in cost of revenue was primarily driven by a decrease in marketing services provided for customers of $3.2 million, and a decrease in employee and provider costs of $3.6 million, driven by headcount reduction and lower visit volume.
Deferred tax assets are reduced by a valuation allowance to the extent management believes it is not more likely than not to be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management makes estimates and judgments about future taxable income based on assumptions that are consistent with our plans and estimates.
The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income. Management makes estimates and judgments about future taxable income based on assumptions that are consistent with our plans and estimates.
Health System Subscription Revenue: Health System subscription revenue consists of all platform-related fees for a health system, including subscription licenses, fees related to software modules, and overage charges, and primarily represents the fee to access the enterprise platform over the contractual period. Subscription revenue may include immaterial amounts from non-health system clients whose business model acts similarly to those clients.
Health System Subscription Revenue: Health System subscription revenue consists of all Amwell Platform-related fees for a health system, including subscription licenses, fees related to software modules, and overage charges, and primarily represents the fee to access the Amwell Platform over the contractual period.
(3) Litigation expense relates to legal costs related to the Teladoc litigation which was dismissed pursuant to a confidential settlement between the parties in 2022. 60 Some of the limitations of adjusted EBITDA include (i) adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and adjusted EBITDA does not reflect these capital expenditures.
Some of the limitations of adjusted EBITDA include (i) adjusted EBITDA does not properly reflect capital commitments to be paid in the future, and (ii) although depreciation and amortization are non-cash charges, the underlying assets may need to be replaced and adjusted EBITDA does not reflect these capital expenditures.
Research and Development Expenses For the year ended December 31, 2024, the decrease in research and development expense was primarily driven by a decrease of $12 million in consulting spend as the peak development of the Amwell Converge ™ platform is complete.
For the year ended December 31, 2024, the decrease in research and development expense was primarily driven by a decrease of $12 million in consulting spend as the peak development of the Amwell Platform is complete. There was also a decrease in employee-related costs (including stock comp expense) of $7.6 million due to headcount reduction.
We expect sales and marketing expense to decrease over the next year and then to remain flat in future periods. Our sales and marketing expenses will fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our advertising and marketing expenses.
Our sales and marketing expenses will fluctuate as a percentage of our total revenue from period to period due to the seasonality of our total revenue and the timing and extent of our advertising and marketing expenses.
(Expense) Benefit from Income Taxes Income tax expense was $2.8 million for the year ended December 31, 2024, compared to income tax expense of $3.9 million for the year ended December 31, 2023.
(Expense) Benefit from Income Taxes Income tax expense was $0.4 million for the year ended December 31, 2025, compared to income tax expense of $2.8 million for the year ended December 31, 2024. The decrease in the expense is primarily due to an decrease in foreign tax expense.
Contractual Obligations The following summarizes our contractual obligations as of December 31, 2024: Payment Due by Period Total Less than 1 Year 1 to 3 Years 4 to 5 Years More than 5 Years Operating Leases $ 8,303 $ 3,763 $ 4,540 $ — $ — Purchase Obligations $ 39,530 16,088 23,442 — — Total $ 47,833 $ 19,851 $ 27,982 $ — $ — 67 Our existing office and hosting facilities lease agreements provide us with the option to renew and generally provide for rental payments on a graduated basis.
Contractual Obligations The following summarizes our contractual obligations as of December 31, 2025: Payment Due by Period Total Less than 1 Year 1 to 3 Years 4 to 5 Years More than 5 Years Operating Leases $ 5,137 $ 4,066 $ 1,071 $ — $ — Purchase Obligations $ 28,957 16,434 12,523 — — Total $ 34,094 $ 20,500 $ 13,594 $ — $ — Our existing office and hosting facilities lease agreements provide us with the option to renew and generally provide for rental payments on a graduated basis.
While we sell to and implement our solutions to clients year-round, we experience some seasonality in terms of when we enter into agreements with our clients and when we launch our solutions to members.
Seasonality Visit volumes typically follow the annual flu season, rising during quarter four and quarter one and falling in the summer months. While we sell to and implement our solutions to clients year-round, we experience some seasonality in terms of when we enter into agreements with our clients and when we launch our solutions to members.
We also generate revenue from the performance of AMG patient visits. Cost of Revenues, Excluding Amortization of Intangible Assets Cost of revenues primarily consist of hosting fees paid to our hosting providers, costs incurred in connection with our professional services, technical and hosting support, and costs for running our affiliated provider network operations team.
Cost of Revenues, Excluding Amortization of Intangible Assets Cost of revenues primarily consist of hosting fees paid to our hosting providers, costs incurred in connection with our professional services, technical and hosting support, and costs for running our affiliated provider network operations team. These costs primarily include employee-related expenses (including salaries, bonuses, benefits, stock-based compensation and travel).
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. In addition, insurance costs decreased by $2.3 million and consulting spend decreased $2.9 million. There were also decreases of $0.8 million in business related travel and $1.2 million in third-party software costs.
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. In addition, consulting spend decreased $0.9 million, as a result of cost savings measures put into place.
We calculate adjusted EBITDA as net loss adjusted to exclude (i) interest income and other income, net, (ii) tax benefit and expense, (iii) depreciation and amortization, (iv) goodwill impairment, (v) stock-based compensation expense, (vi) severance and strategic transformation costs, (vii) capitalized software costs, (viii) litigation expenses related to the defense of our patents in the patent infringement claim filed by Teladoc and (ix) other items affecting our results that we do not view as representative of our ongoing operations.
We calculate adjusted EBITDA as net loss adjusted to exclude (i) interest income and other income, net, (ii) gain on divestiture, (iii) tax benefit and expense, (iv) depreciation and amortization, (v) goodwill impairment, (vi) stock-based compensation expense, (vii) severance and strategic transformation costs and (viii) capitalized software costs.
The Company divested our APC business as it was determined the offering no longer fit our goals around profitability and growth.
The Company divested our APC business as it was determined the offering no longer fit our goals around profitability and growth. Streamlining our service offerings will enable us to focus our resources on the Amwell Platform, strategic customers, and our path to profitability.
For the year ended December 31, 2023, the decrease in general and administrative expense was driven by a decrease of $6.0 million in legal costs mainly due to the Teladoc litigation settlement in the second quarter of 2022.
General and Administrative Expenses For the year ended December 31, 2025, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $31.0 million.
During the years ended December 31, 2024 and 2023, the Company recognized a loss of $3.1 million and $2.6 million as its proportionate share of the joint venture results of operations, respectively.
Certain business activities will continue through the transition period which will end no later than March 31, 2026. During the years ended December 31, 2025 and 2024, the Company recognized a loss of $1.7 million and $3.1 million as its proportionate share of the joint venture results of operations, respectively.
Strategic transformation actions are generally funded within twelve months of initiation and are funded by cash flows from operating activities and existing cash balances. We plan to incur additional strategic transformation costs in order to align our recurring cost structure with our current revenue profile.
Strategic transformation actions are generally funded within twelve months of initiation and are funded by cash flows from operating activities and existing cash balances.
Accordingly, in the short term we expect these activities to result in net losses, but in the long term, we anticipate that these investments will positively impact our results of operations.
Accordingly, in the short term we expect reduce our net loss through continued cost saving measures and a focus on strategic customer arrangements, but in the long term, we anticipate that these investments will positively impact our results of operations.
Consulting spend also decreased by $2.1 million. The Company's cost savings measures continue to have a positive impact on gross margin. For the year ended December 31, 2023, the increase in cost of revenue was primarily due to an increase of $4.5 million in employee-related costs such as salary and benefits for the fulfilment of professional service obligations.
Consulting spend also decreased by $2.1 million. The Company’s cost savings measures continue to have a positive impact on gross margin. Total costs of revenue employee headcount decreased to 151 on December 31, 2025, as compared to 219 on December 31, 2024 and 239 on December 31, 2023.

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Item 7A. Quantitative and Qualitative Disclosures About Market Risk

Market Risk — interest-rate, FX, commodity exposure

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Biggest changeFixed rate securities may have their market value adversely affected due to a rise in interest rates. Interest rates rose some in early 2024 but have started to decline may continue to decline in 2025.
Biggest changeFixed rate securities may have their market value adversely affected due to a rise in interest rates. Interest rates declined in 2025 and may continue to decline in 2026.
In addition the Company has three foreign subsidiaries from the acquisition of SilverCloud, with functional currencies of the Euro, British pound and Australian dollars. The transactional activity for these entities in the years ended December 31, 2023 and 2024 was not considered significant. Accordingly, we believe we do not have a material exposure to foreign currency risk.
In addition the Company has three foreign subsidiaries from the acquisition of SilverCloud, with functional currencies of the Euro, British pound and Australian dollars. The transactional activity for these entities in the years ended December 31, 2024 and 2025 was not considered significant. Accordingly, we believe we do not have a material exposure to foreign currency risk.
However, the U.S. economy has experienced and is continuing to experience high rates of inflation, and such inflation risk may continue in 2025. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases.
However, the U.S. economy has experienced and is continuing to experience high rates of inflation, and such inflation risk may continue in 2026. If our costs were to become subject to significant inflationary pressures, we may not be able to fully offset such higher costs through price increases.
We have limited operations outside the United States. As of December 31, 2024 the Company has a foreign subsidiary and branch in Israel, the functional currency for each is New Israel Shekel, and another foreign subsidiary in Colombia, the functional currency of this subsidiary is the U.S. dollar.
We have limited operations outside the United States. As of December 31, 2025 the Company has a foreign subsidiary and branch in Israel, the functional currency for each is New Israel Shekel, and another foreign subsidiary in Colombia, the functional currency of this subsidiary is the U.S. dollar.
Item 7A. Quantitative and Qualita tive Disclosures About Market Risk Interest Rate Risk We had cash and cash equivalents totaling $228.3 million, $372.0 million, and $538.5 million as of December 31, 2024, 2023 and 2022, respectively. As of December 31, 2024, 2023 and 2022 the Company held no investments.
Item 7A. Quantitative and Qualita tive Disclosures About Market Risk Interest Rate Risk We had cash and cash equivalents totaling $182.3 million, $228.3 million, and $372.0 million as of December 31, 2025, 2024 and 2023, respectively. As of December 31, 2025, 2024 and 2023 the Company held no investments.

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