Form 8-K

8-K — American Well Corp

Accession: 0001193125-26-206427

Filed: 2026-05-05

Period: 2026-05-05

CIK: 0001393584

SIC: 7389 (SERVICES-BUSINESS SERVICES, NEC)

Item: Results of Operations and Financial Condition

Item: Financial Statements and Exhibits

Documents

8-K — amwl-20260505.htm (Primary)

EX-99.1 (amwl-ex99_1.htm)

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8-K

8-K (Primary)

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8-K

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): May 05, 2026

American Well Corporation

(Exact name of Registrant as Specified in Its Charter)

Delaware

001-39515

20-5009396

(State or Other Jurisdiction

of Incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

75 State Street

Ste. 100

Boston, Massachusetts

02109

(Address of Principal Executive Offices)

(Zip Code)

Registrant’s Telephone Number, Including Area Code: 617 204-3500

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading

Symbol(s)

Name of each exchange on which registered

Class A Common Stock, $0.01 Par Value

AMWL

New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§ 230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§ 240.12b-2 of this chapter).

Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 2.02 Results of Operations and Financial Condition.

On May 5, 2026, American Well Corporation (the "Company") announced its financial results for the fiscal quarter ended March 31, 2026. The Company's Earnings Report is furnished as Exhibit 99.1 to this Form 8-K and is incorporated by reference herein.

The Company will host a conference call to discuss its financial results today at 5 p.m. ET. The call can be accessed via a live audio webcast at https://edge.media-server.com/mmc/p/b826q95x/. A webcast replay will be available for approximately 90 days at investors.amwell.com.

The information contained in this Item 2.02 and Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being filed herewith:

99.1

Earnings Report, dated May 5, 2026, issued by American Well Corporation.

104

Cover Page Interactive Data File (embedded within the Inline XBRL document).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

AMERICAN WELL CORPORATION

Date:

May 5, 2026

By:

/s/ Anna Nesterova

Anna Nesterova

Head of Legal

EX-99.1

Filename: amwl-ex99_1.htm · Sequence: 2

EX-99.1

Exhibit 99.1

AMWELL® ANNOUNCES RESULTS FOR FIRST QUARTER 2026

BOSTON, May 5, 2026 –Amwell® (NYSE: AMWL), a leading provider of a comprehensive SaaS-based technology-enabled healthcare platform, today announced financial results for the first quarter ended Mar. 31, 2026.

“Entering 2026, Amwell’s main focus was to consolidate our platform to fulfill the unmet needs of our Payer and Provider customers. The Technology-Enabled Care infrastructure we have developed to fill that gap in the market continues to gain traction as customers recognize its clear advantages: lower costs, better outcomes, stronger market share and an increased level of control and agility. Our platform is performing well and built to leverage the latest AI-powered innovations, positioning it as essential infrastructure for tech-enabled care delivery,” said Dr. Ido Schoenberg, Chairman and CEO of Amwell. “We are seeing powerful validation of the platform with significant pipeline growth and a number of meaningful renewals. With this momentum and the favorable regulatory tailwinds, Amwell is well-positioned for continued strong execution this year and to reach our goal of positive cash flow from operations in the fourth quarter.”

Amwell First Quarter 2026 Highlights:

•

Recorded Total Revenue of $54.9 million exceeding the previously provided financial guidance for Q1

Achieved subscription revenue of $24.9 million

Recorded Amwell Medical Group (“AMG”) visit revenue of $28.9 million

•

Reported gross margin of 51%

•

Net loss was ($10.3) million, compared to ($25.2) million in fourth quarter of 2025, continuously moving from quarter to quarter in a favorable trajectory

•

Adjusted EBITDA of ($3.1) million compared to ($10.3) million in the fourth quarter of 2025

•

Total visits were 1.1 million.

Financial Outlook

The company reaffirmed its 2026 revenue and AMG visits guidance and updated its Adjusted EBITDA outlook:

•

Revenue in the range of $195 to $205 million

•

AMG visits between 1.32 and 1.37 million

•

Adjusted EBITDA in the range of between ($16) million to ($12) million.

The company also provided financial guidance for Q2 2026 Revenue and adjusted EBITDA:

•

Q2 revenue in the range of $48- $52 million

•

Q2 adjusted EBITDA in the range of ($4) – ($2) million.

The Company also reiterated its objective to achieve positive cash flow from operations in the fourth quarter of 2026.

Amwell will host a conference call to discuss its financial results today at 5 p.m. ET. The call can be accessed via a live audio webcast at https://edge.media-server.com/mmc/p/b826q95x/. A webcast replay will be available for approximately 90 days at investors.amwell.com.

Other than with respect to GAAP Revenue, the Company only provides guidance on a non-GAAP basis. The Company does not provide a reconciliation of forward-looking Adjusted EBITDA (non-GAAP) to GAAP net income (loss), due to the inherent difficulty in forecasting and quantifying certain amounts that are necessary for such reconciliation. Because other deductions used to calculate projected net income (loss) vary dramatically based on actual events, the Company is not able to forecast on a GAAP basis with reasonable certainty all deductions needed in order to provide a GAAP calculation of projected net income (loss) at this time. The amount of these deductions may be material and, therefore, could result in projected GAAP net income (loss) being materially less than projected Adjusted EBITDA (non-GAAP).

About Amwell

Amwell offers payers and health systems a single, comprehensive, technology-enabled care platform. We use technology to provide patients with better access to more convenient, affordable and effective care. The Amwell platform includes software and services that power many clinical programs from Amwell and our growing number of partners. Our platform allows patients to experience unified, personalized and simple access to diversified clinical programs across the care continuum. As more people seek care online and more clinical programs become available, we offer integrated, future-ready, consistent solutions. The Amwell platform is proven, operating at a large scale, enabling care for millions of patients and their sponsors while delivering dependable outcomes. For almost two decades, Amwell has proudly served some of the largest and most sophisticated healthcare organizations in the U.S. . For more information, visit business.amwell.com or LinkedIn.

©2026American Well Corporation. All rights reserved. Amwell®, SilverCloud®, Amwell PlatformTM, Amwell Converge ®, CarepointTM and the Amwell Logo are registered trademarks or trademarks of American Well Corporation.

Forward-Looking Statements

This press release contains forward-looking statements about us and our industry that involve substantial risks and uncertainties and are based on our beliefs and assumptions and on information currently available to us. All statements other than statements of historical facts contained in this press release, including statements regarding our future results of operations, financial condition, business strategy and plans and objectives of management for future operations, are forward-looking statements. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” or “would,” or the negative of these words or other similar terms or expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our beliefs and assumptions only as of the date of this release. These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to: our ability to successfully transition our clients to our current platform without significant attrition; our ability to renew and upsell our client base; the election by the Defense Health Agency to deploy our solution across their entire enterprise; the continuation of the DHA relationship beyond July 2026 with comparable financial terms; weak growth and increased volatility in the telehealth market; our ability to adapt to rapid technological changes; increased competition from existing and potential new participants in the healthcare industry; changes in healthcare laws, regulations or trends and our ability to operate in the heavily regulated healthcare industry; our ability to comply with federal and state privacy regulations; the significant liability that could result from a cybersecurity breach; our ability to commence and complete and strategic transformation initiatives and the impact of such initiatives; and other factors described under ‘Risk Factors’ in our most recent form 10-K filed with the SEC. These risks are not exhaustive. Except as required by law, we assume no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Further information on factors that could cause actual results to differ materially from the results anticipated by our forward-looking statements is included in the reports we have filed or will file with the Securities and Exchange Commission. These filings, when available, are available on the investor relations section of our website at investors.amwell.com and on the SEC’s website at www.sec.gov.

Contacts

Media: Press@amwell.com

Investors:

Asher Dewhurst

amwell@icrhealthcare.com

AMERICAN WELL CORPORATION

CONSOLIDATED BALANCE SHEETS

(In thousands, except share and per share amounts)

March 31, 2026

December 31, 2025

Assets

Current assets:

Cash and cash equivalents

179,207

182,328

Restricted cash

795

Accounts receivable ($819 and $955, from related parties and net of

allowances of $10,992 and $9,463, respectively)

57,092

49,693

Inventories

1,148

1,187

Deferred contract acquisition costs

2,679

2,660

Prepaid expenses and other current assets

18,129

10,813

Total current assets

259,050

246,681

Restricted cash

—

795

Property and equipment, net

178

225

Intangible assets, net

61,088

66,073

Operating lease right-of-use asset

—

3,930

Deferred contract acquisition costs, net of current portion

4,160

4,459

Other assets

1,491

1,624

Total assets

325,967

323,787

Liabilities and Stockholders’ Equity

Current liabilities:

Accounts payable

1,389

1,649

Accrued expenses and other current liabilities

48,762

45,308

Operating lease liability, current

3,962

3,632

Deferred revenue ($65 and $113 from related parties, respectively)

29,660

22,625

Total current liabilities

83,773

73,214

Other long-term liabilities

1,058

1,075

Operating lease liability, net of current portion

—

892

Deferred revenue, net of current portion

1,014

818

Total liabilities

85,845

75,999

Commitments and contingencies

Stockholders’ equity:

Preferred stock, $0.01 par value; 100,000,000 shares authorized, no shares issued

or outstanding as of March 31, 2026 and as of December 31, 2025

—

Common stock, $0.01 par value; 1,000,000,000 Class A shares authorized,

15,011,477 and 14,782,788 shares issued and outstanding, respectively;

100,000,000 Class B shares authorized, 1,369,518 shares issued and

outstanding; 200,000,000 Class C shares authorized 277,777 issued and

outstanding as of March 31, 2026 and as of December 31, 2025

167

165

Additional paid-in capital

2,311,750

2,309,145

Accumulated other comprehensive income (loss)

(12,071

)

(12,099

)

Accumulated deficit

(2,072,514

)

(2,061,628

)

Total American Well Corporation stockholders’ equity

227,332

235,583

Non-controlling interest

12,790

12,205

Total stockholders’ equity

240,122

247,788

Total liabilities and stockholders’ equity

325,967

323,787

AMERICAN WELL CORPORATION

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(in thousands, except share and per share amounts)

Three Months Ended March 31,

2026

2025

Revenue

($580 and $432 from related parties, respectively)

54,883

66,833

Costs and operating expenses:

Costs of revenue, excluding depreciation and amortization of intangible assets

26,919

31,574

Research and development

12,379

22,102

Sales and marketing

7,745

12,576

General and administrative

17,701

23,192

Depreciation and amortization expense

7,563

7,800

Total costs and operating expenses

72,307

97,244

Loss from operations

(17,424

)

(30,411

)

Interest income and other income (expense), net

313

2,688

Net gain on divestiture

7,027

10,713

Loss before expense from income taxes and loss from equity method investment

(10,084

)

(17,010

)

Income tax expense

(217

)

(568

)

Loss from equity method investment

—

(778

)

Net loss

(10,301

)

(18,356

)

Net income attributable to non-controlling interest

585

348

Net loss attributable to American Well Corporation

(10,886

)

(18,704

)

Net loss per share attributable to common stockholders, basic and diluted

(0.66

)

(1.19

)

Weighted-average common shares outstanding, basic and diluted

16,589,671

15,672,373

Net loss

(10,301

)

(18,356

)

Other comprehensive income (loss), net of tax:

Foreign currency translation

(343

)

Comprehensive loss

(10,273

)

(18,699

)

Less: Comprehensive income attributable to non-controlling interest

585

348

Comprehensive loss attributable to American Well Corporation

(10,858

)

(19,047

)

AMERICAN WELL CORPORATION

CONSOLIDATED STATEMENTS OF CASH FLOWS

(In thousands, except share and per share amounts)

Three Months Ended March 31,

2026

2025

Cash flows from operating activities:

Net loss

(10,301

)

(18,356

)

Adjustments to reconcile net loss to net cash used in operating activities:

Impairment on right of use asset

3,424

—

Depreciation and amortization expense

7,593

7,801

Provisions for credit losses

2,167

(204

)

Amortization of deferred contract acquisition costs

647

644

Amortization of deferred contract fulfillment costs

218

Inventory provisions

—

125

Net gain on divestiture

(7,027

)

(10,713

)

Stock-based compensation expense

2,304

7,339

Loss on equity method investment

—

778

Deferred income taxes

(16

)

Changes in operating assets and liabilities:

Accounts receivable

(9,599

)

(7,274

)

Inventories

328

Deferred contract acquisition costs

(389

)

(675

)

Prepaid expenses and other current assets

(356

)

(786

)

Other assets

(302

)

Accounts payable

(261

)

1,428

Accrued expenses and other current liabilities

3,367

(8,978

)

Deferred revenue

7,261

3,525

Net cash used in operating activities

(983

)

(25,108

)

Cash flows from investing activities:

Purchases of property and equipment

)

Capitalized software development costs

(2,781

)

—

Purchases of investments

—

(1,000

)

Proceeds from divestiture, net of cash divested

—

20,400

Net cash provided by (used in) investing activities

(2,786

)

19,391

Cash flows from financing activities:

Proceeds from employee stock purchase plan

303

544

Payments for the purchase of treasury stock

—

)

Net cash provided by financing activities

303

543

Effect of exchange rates changes on cash, cash equivalents, and restricted cash

345

(731

)

Net decrease in cash, cash equivalents, and restricted cash

(3,121

)

(5,905

)

Cash, cash equivalents, and restricted cash at beginning of period

183,123

229,111

Cash, cash equivalents, and restricted cash at end of period

180,002

223,206

Cash, cash equivalents, and restricted cash at end of period:

Cash and cash equivalents

179,207

222,411

Restricted cash

795

Total cash, cash equivalents, and restricted cash at end of period

180,002

223,206

Supplemental disclosure of cash flow information:

Cash paid for income taxes

223

827

Non-GAAP Financial Measures:

To supplement our financial information presented in accordance with generally accepted accounting principles in the United States, of US GAAP, we use adjusted EBITDA, which is a non-U.S GAAP financial measure to clarify and enhance an understanding of past performance. We believe that the presentation of adjusted EBITDA enhances an investor’s understanding of our financial performance. We further believe that adjusted EBITDA is a useful financial metric to assess our operating performance from period-to-period by excluding certain items that we believe are not representative of our core business. We use certain financial measures for business planning purposes and in measuring our performance relative to that of our competitors. We utilize adjusted EBITDA as the primary measure of our performance.

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) gain on divestiture, (v) stock-based compensation expense and (vi) severance and strategic transformation costs.

We believe adjusted EBITDA is commonly used by investors to evaluate our performance and that of our competitors. However, our use of the term adjusted EBITDA may vary from that of others in our industry. Adjusted EBITDA should not be considered as an alternative to net loss before taxes, net loss, loss per share or any other performance measures derived in accordance with U.S. GAAP as measures of performance.

Adjusted EBITDA has important limitations as an analytical tool, and you should not consider it in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. 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. Our adjusted EBITDA may not be comparable to similarly titled measures of other companies because they may not calculate adjusted EBITDA in the same manner as we calculate the measure, limiting its usefulness as a comparative measure.

In evaluating adjusted EBITDA, you should be aware that in the future we will incur expenses similar to the adjustments in this presentation. Our presentation of adjusted EBITDA should not be construed as an inference that our future results will be unaffected by these expenses or any unusual or non-recurring items. Adjusted EBITDA should not be considered as an alternative to loss before benefit from income taxes, net loss, earnings per share, or any other performance measures derived in accordance with U.S. GAAP. When evaluating our performance, you should consider adjusted EBITDA alongside other financial performance measures, including our net loss and other GAAP results.

The following table presents a reconciliation of adjusted EBITDA from the most comparable GAAP measure, net loss, for the three months ended March 31, 2026 and 2025 and the three months ended December 31, 2025:

Three Months Ended March 31,

Three Months Ended December 31, 2025

(in thousands)

2026

2025

Net loss

$ (10,301)

$ (18,356)

$ (25,169)

Add:

Depreciation and amortization

7,563

7,800

8,494

Interest income and other income (expense), net

(313)

(2,688)

368

Net gain on divestiture(2)

(7,027)

(10,713)

Income tax expense

217

568

(626)

Stock-based compensation

2,304

7,686

4,555

Severance and strategic transformation costs(1)

4,477

3,465

2,004

Adjusted EBITDA

$ (3,080)

$ (12,238)

$ (10,295)

(1)

Severance and strategic transformation costs include expenses associated with the termination of employees and expenses (including abandonment of our corporate headquarters) that focus on transforming the strategy of the Company’s sales and growth organization as well as our overall cost structure.

(2)

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

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 13e

-Subsection 4c

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14d

-Subsection 2b

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- Definition

Title of a 12(b) registered security.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection b

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- Definition

Name of the Exchange on which a security is registered.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 12

-Subsection d1-1

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Exchange Act

-Number 240

-Section 14a

-Subsection 12

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- Definition

Trading symbol of an instrument as listed on an exchange.

+ References

No definition available.

+ Details

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- Definition

Boolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act.

+ References

Reference 1: http://www.xbrl.org/2003/role/presentationRef

-Publisher SEC

-Name Securities Act

-Number 230

-Section 425

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