AMWL 10-K & 10-Q changes, risk factors and insider trading

our clients’ acceptance of the Amwell Converge™ platformPlatform and our ability and the costs to further develop this platform;

slower than expected growth in patient adoption of digital care and in platformthe Amwell Platform usage by either clients or patients;

We have incurred significant losses and negative cash flows in each period since our inception. We incurred net losses of $212.6$95.0 million, $679.2$212.6 million and $272.1$679.2 million for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively. As of December 31, 2024,2025, we had an accumulated deficit of $1,965.9$2,061.6 million. These losses and accumulated deficit reflect the substantial investments we made to acquire new clients and develop ourthe enterpriseAmwell platformPlatform and software as a service. 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. These efforts may prove more expensive than we currently anticipate, and we may not succeed in increasing our revenue sufficiently to offset these higher expenses. In addition, we have undertaken and intend to continue to undertake cost-reduction efforts, such as headcount reductions and footprint optimization. These efforts may not provide the benefits that we expect, and we may be unable to recover the upfront costs associated with such efforts. We cannot assure you that we will achieve profitability in the future or that, if we do become profitable, we will be able to sustain or increase profitability. 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.

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 applicationsuse of ourartificial technologyintelligence through which consumers can accessin our services.technology. For the years ended December 31, 2024,2025, 20232024 and 2022,2023, our net cash used in operating activities was $127.3$66.0 million, $148.3$127.3 million and $192.3$148.3 million respectively. As of December 31, 2024,2025, we had $228.3$182.3 million of cash, cash equivalents and short-term investments, which are held for working capital purposes.

In the past, we have incurred significant non-cash impairment charges as a result of sustained declines in our stock price. If in the future there is a sustained decline in our stock price, adverse changes in our projected cash flows, and/or changes in key assumptions, including but not limited to lower revenue growth, lower operating margin, and/or a lower terminal growth rate, we may be required conduct additional impairment testing of our other intangibles and/or long-lived assets and subsequently record additional non-cash impairment charge. Such a non-cash charge would likely have a material adverse effect on our consolidated statements of operations and balance sheets in the reporting period of the charge. For additional information, see Part II, Item 7: Management’s Discussion & Analysis of Financial Condition and Results of Operations under the sub-heading “Critical Accounting Policies and Estimates— Intangible Assets.”

We currently generate most of our revenues from clients who purchase access to ourthe enterpriseAmwell platform.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. In addition, our clients may negotiate terms less advantageous to us upon renewal, which may reduce our revenue from these clients. Our future results of operations depend, in part, on our ability to expand into new clinical specialties and across care settings and use cases. If our clients fail to renew their contracts, renew their contracts upon less favorable terms or at lower fee levels or fail to purchase new products and services from us, our revenue may decline, or our future revenue growth may be constrained.

To date, we have historically derived a substantial majority of our revenue from clients who pay for access to ourthe enterpriseAmwell platform and software as a service.Platform. Our long-term results of operations and continued growth will depend on our ability to successfully develop and market new digital care products and services that our clients want and are willing to purchase. 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. If existing clients are not willing to make additional payments for such new applications, or if new clients and their members and patients do not value such new applications, it could have a material adverse effect on our business, financial condition and results of operations. If we are unable to predict user preferences or if our industry changes, or if we are unable to modify our solution and services on a timely basis, we may lose clients. Our results of operations would also suffer if our innovations are not responsive to the needs of our clients, appropriately timed with market opportunity or effectively brought to market.

Our senior management team and skilled workforce are crucial for executing our business strategy.

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 goodwillintangible assets from acquired companies.

With respect to our international operations, we face political, legal and compliance, operational, regulatory, economic and other risks that we do not face or that are more significant than in our domestic operations. These risks vary widely by country and include varying regional and geopolitical business conditions and demands, government intervention and censorship, discriminatory regulation, nationalization or expropriation of assets and pricing constraints. Our international products need to meet country-specific client and member preferences as well as country-specific legal requirements, including those related to licensing, privacy, data storage, location, protection and security. We have offices in the United States, IrelandIreland, Colombia and Israel and clients in Israel and throughout Europe and Australia.

Data privacy is also subject to frequently changing laws, rules, regulations and standards in the various jurisdictions in which we operate. Such initiatives around the country could increase the cost of developing, implementing or securing our servers and require us to allocate more resources to improved technologies, adding to our IT and compliance costs. Our Board is briefed periodically on cybersecurity and risk management issues by our Chief Information Officer and GeneralHead Counselof Legal and we have implemented a number of processes to avoid cyber threats and to protect privacy. However, the processes we have implemented in connection with such initiatives may be insufficient to prevent or detect improper access to confidential, proprietary or sensitive data, including personal data. In addition, the competition for talent in the data privacy and cybersecurity space is intense, and we may be unable to hire, develop or retain suitable talent capable of adequately detecting, mitigating or remediating these risks. Our failure to adhere to, or successfully implement processes in response to, changing legal or regulatory requirements in this area could result in legal liability or damage to our reputation in the marketplace.

OurThe enterpriseAmwell platform and software as a servicePlatform 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. We encounter technical obstacles from time to time, and it is possible that we may discover additional problems that prevent our proprietary applications from operating properly. If our solution does not function reliably or fails to achieve client expectations in terms of performance, clients could assert liability claims against us or attempt to cancel their contracts with us. This could damage our reputation and impair our ability to attract or maintain clients.

Our clients utilize a variety of data formats, applications and information systems and our solution must support our clients’ data formats and integrate with complex enterprise applications and information systems. If ourthe enterpriseAmwell platform and software as a servicePlatform 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 ourthe enterpriseAmwell platform and software as a servicePlatform to do so, which increases our expenses. Additionally, we do not control our clients’ implementation schedules. As a result, if our clients do not allocate the internal resources necessary to meet their implementation responsibilities or if we face unanticipated implementation difficulties, the implementation may be delayed. If the client implementation process is not executed successfully or if execution is delayed, we could incur significant costs, clients could become dissatisfied and decide not to increase utilization of our solution or not to implement our solution beyond an initial term commitment or, in some cases, revenue recognition could be delayed. In addition, competitors with more efficient operating models with lower implementation costs could jeopardize our client relationships.

Our proprietary third party technology solutions, including integration with EHR providers, like Cerner and Epic, or mobile applications utilizing our SDK, are very complex and may contain design, coding or other errors, especially when first introduced. It is possible that providers may discover errors in our software after their introduction to the market. 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. Therefore, users of our software are less tolerant of errors than the market for other types of technologies generally. Our client agreements typically include warranties by the Company confirming the operation of our solution in accordance with specifications. If a software solution fails to meet these warranties or leads to faulty clinical decisions or injury to patients, it could constitute a material breach under the client agreement, allowing the client to terminate the agreement and possibly obtain a refund or damages or both; require us to incur additional expense in order to make the solution meet these criteria; or subject us to claims or litigation by our clients or clinicians or directly by the patient. Additionally, such failures could damage our reputation and could negatively affect future sales. Although we maintain liability insurance coverage, there can be no assurance that such coverage will cover any particular claim that has been brought or that may be brought in the future, that such coverage will prove to be adequate or that such coverage will continue to remain available on acceptable terms, if at all. A successful material claim or series of claims brought against us, if uninsured or under-insured, could materially harm our business, results of operations and financial condition.

difficulty converting the clients of the acquired business onto ourthe enterpriseAmwell platformPlatform and software as a service andour contract terms, including disparities in the revenue, licensing, support or professional services model of the acquired company;

Our ability to conduct digital care services in a particular jurisdiction is directly dependent upon the applicable laws governing remote care, the practice of medicine and healthcare delivery in general in such location, which are subject to changing political, regulatory and other influences. With respect to digital care services, in the past, state medical boards have established new rules or interpreted existing rules in a manner that has limited or restricted our ability to conduct our business as it was conducted in other states. Some of these actions have resulted in the suspension or modification of our digital care operations in certain states. However, the extent to which a jurisdiction considers particular actions or relationships to comply with the applicable standard of care is subject to change and to evolving interpretations by (in the case of U.S. states) medical boards and state attorneys general, among others, each with broad discretion. Accordingly, we must monitor our compliance with law in every jurisdiction in which we operate, on an ongoing basis, and we cannot provide assurance that our activities and arrangements, if challenged, will be found to be in compliance with the law. Although the COVID-19 pandemic has led to the relaxation of certain Medicare, Medicaid and state licensure restrictions on the delivery of digital care services, it is uncertain how long the relaxed policies will remain in effect. 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 MarchDecember 31, 2025.2027.

Because of the extreme sensitivity of the PII and PHI we store and transmit, the security features of ourthe enterpriseAmwell platformPlatform and software as a service are very important. If our security measures, some of which are managed by third parties, are breached or fail, unauthorized persons may be able to obtain access to sensitive client and member data, including PHI. As a result, our reputation could be severely damaged, adversely affecting client and member confidence. Consumers may curtail their use of or stop using our services or our client base could decrease, which would cause our business to suffer. In addition, we could face litigation, damages for contract breach, penalties and regulatory actions for violation of HIPAA and other applicable laws or regulations and significant costs for remediation, notification to individuals and for measures to prevent future occurrences. Any potential security breach could also result in increased costs associated with liability for stolen assets or information, repairing system damage that may have been caused by such breaches, incentives offered to clients or other business partners in an effort to maintain our business relationships after a breach and implementing measures to prevent future occurrences, including organizational changes, deploying additional personnel and protection technologies, training employees and engaging third-party experts and consultants. While we maintain insurance covering certain security and privacy damages and claim expenses, we may not carry insurance or maintain coverage sufficient to compensate for all liability and in any event, insurance coverage would not address the reputational damage that could result from a security incident.

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 have announced restrictions on includingrestrict 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. These changes exclude companies with multiple classes of shares of common stock from being added to these indices. In addition, several stockholder advisory firms have announced their opposition to the use of dual or multiple class structures. As a result, the multiple class structure of our common stock may prevent the inclusion of our Class A common stock in these indices and may cause stockholder advisory firms to publish negative commentary about our corporate governance practices or otherwise seek to cause us to change our capital structure. 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. The difference in the voting rights of our Class A, Class B and Class C common stock could harm the value of our Class A common stock to the extent that any investor or potential future purchaser of our Class A common stock ascribes value to the right of holders of our Class B common stock to hold at all times 51% of our voting power. The existence of multiple classes of common stock could also result in less liquidity for our Class A common stock than if there were only one class of our common stock.

We 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. You will not have the same protections afforded to stockholders of companies that are subject to such requirements.

We sell ourthe enterpriseAmwell platform and software as a service solutionsPlatform 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. To support the enterpriseAmwell platform and software as a service,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. The combination of the enterpriseAmwell platform,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.

In connection with such purchase and sale, the Buyer assumed specified contracts and the related accounts receivable and all accounts payable and accrued expenses of the Business. The purchasedivestiture pricewas iscompleted 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.

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 ConvergeAmwell platform,Platform, strategic customers, and our path to profitability.

Health System: A health system is an enterpriseAmwell platformPlatform client whose primary business case is the delivery of care by its providers. 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 churnstrategic experiencedshift withon re-platforming.service offering.

Health System Subscription Revenue: Health System subscription revenue consists of all platform-relatedAmwell 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 enterpriseAmwell platformPlatform over the contractual period. Subscription revenue may include immaterial amounts from non-health system clients whose business model acts similarly to those clients.

Average Annual Contract Value: Average annual contract value is defined as total health system subscription revenue for the fiscal period divided by average number of health system clients. The decrease from 2024 to 2025 was driven by churn.

Health Plan: A health plan is an enterpriseAmwell platformPlatform client whose primary business case is managing the healthcare financial risk of its membership. The average number of health plan clients is calculated by averaging the number of such clients under contract at the beginning and end of each fiscal year.

Health Plan Subscription Revenue: Health Plan subscription revenue consists of all platform-relatedAmwell 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 enterpriseAmwell platformPlatform over the contractual period. 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.

We continue to experience strong adoption and usage of ourthe enterpriseAmwell platform and software as a service.Platform. In the year ended December 31, 2023,2024, our clients completed a total of 6.35.9 million visits on ourthe enterpriseAmwell platform,Platform, while in the year ended December 31, 2024,2025, 5.94.5 million visits were completed. AMG providers accounted for 25%29% and 25% of total visits performed on ourthe enterpriseAmwell platformPlatform during the years ended December 31, 20242025 and 2023,2024, respectively.

We expect to continue to focus on long-term revenue growth through investments in artificial intelligence 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. Accordingly, in the short term we expect thesereduce activities to result inour net losses,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.

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, (iiiiv) depreciation and amortization, (ivv) goodwill impairment, (vvi) stock-based compensation expense, (vivii) severance and strategic transformation costs,costs and (viiviii) 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.costs. We had no such other items during the years ended December 31, 2024,2025, 20232024 and 2022.2023.

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.”

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 public offering and acquisition-related expenses, including legal, accounting and other professional expenses, reflect cash expenditures and we expect such expenditures to recur from time to time. 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.

Our strategic transformation actions include transformational consulting, headcount reductions, and other related transitional amounts to maintain our competitive footprint. 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. The timing and amount of the incurrence of such future strategic transformation costs are dependent on market conditions, customer actions and other factors.

We generate revenues from the use of ourthe enterpriseAmwell platform and software as a servicePlatform 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.

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. While we currently expect increased investments to supportfurther acceleratedenhance growth,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.

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). Research and development expenses also include the periodic outsourcing of similar functions to third party specialists. In recent years, we accelerated the expansion of our enterprise platform volume capacity and the development of additional functionality through new programs and modules. We have made an effort to optimize our resourcing structure with a mix of nearshore and offshore employees and contractors, resulting in a more efficient cost structure. WhileWe we have recognized an increase in the research and development expense throughout the prior years, the corresponding future revenue growth is expectedcontinue to resultenhance inour lowerplatform expensesthrough asadditional a percentage of revenue.functionality. 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 2024the year as we return to normal levels of spend in future periods.

We expect research and development expense to decrease over the next year and then 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.

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. 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 ourthe enterpriseAmwell platform and software as a servicePlatform among our clients and their users.

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.

We expect our general and administrative expenses to decrease over the next year and then remain relatively flat in future periods, based on the impact of cost savings measure put in place throughout 2024.periods. Our general and administrative expenses may fluctuate as a percentage of our total revenue from period to period due to the timing of contracts with strategic customers and the timing and extent of our general and administrative expenses.

The income tax provision and benefitprovisions were primarily due to state and foreign income tax expense, and benefit related to release of the valuation allowance as a result of our acquisitions.expense.

For the year ended December 31, 2024, subscription revenue increased $3.2 million due to growth in our strategic clients. 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™ platformPlatform have been able to strengthen and expand our strategic clients during the 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.

For the year ended December 31, 2024,2025, the decrease in research and development expense was primarily driven by a decrease in employee-related costs of $12$10.2 million in(due consultingto spendheadcount as the peak developmentreduction of the13% Amwellperiod Converge™over platformperiod isand complete.reduced stock compensation expense). There was also a decrease of $0.9 million in employee-relatedthird party software costs, $0.8 million in consulting costs (includingand stock comp expense) of $7.6$0.5 million in research spend due to headcountcost reduction.savings measures put into place.

TheIn 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 digitalvirtual care. The Company does not have a controlling financial interest in CCAW, JV LLC, but it does have the ability to exercise significant influence over the operating and financial policies of CCAW, JV LLC. Therefore, the Company accounts for its investments in CCAW, JV LLC using the equity method of accounting.

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 ourthe enterpriseAmwell platform,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. We may in the future enter into arrangements to acquire or invest in complementary businesses, services and technologies and intellectual property rights. We may be required to seek additional equity or debt financing. In the event that additional financing is required from outside sources, we may not be able to raise it on terms acceptable to us or at all. If we are unable to raise additional capital when desired, our business, financial condition and results of operations would be adversely affected.

Cash UsedProvided by (used in) Investing Activities

the risk that the insurance we maintain may not fully cover all potential exposures; and the continuation of the Defense Health Agency relationship beyond Julythe third quarter of 2026 with comparable financial terms.

As of December 31, 2025, we powered the digital care programs of approximately 50 health plans, which collectively represent more than 90 million covered lives, as well as approximately 80 of the nation’s largest health systems. Since inception, we have powered approximately 38.739.5 million virtual care visits for our clients, including approximately 1.11.9 million in the threesix months ended MarchJune 31,30, 2026.

Total subscription fees received were $24.9$25.7 million and $32.2$40.4 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $50.6 million and $72.7 million for the six months ended June 30, 2026 and 2025, respectively.

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 CarepointTM carts and peripherals.Theperipherals. 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.

Fees received from AMG-related visits were $28.9$24.4 million and $26.6$22.8 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $53.3 million and $49.4 million for the six months ended June 30, 2026 and 2025, respectively.

Fees received from the provision of services and Carepoint devices were $1.1$1.9 million and $8.0$7.7 million for the three months ended MarchJune 31,30, 2026 and 2025, respectively, and $3.0 million and $15.7 million for the six months ended June 30, 2026 and 2025, respectively.

In the threesix months ended MarchJune 31,30, 2026, our clients completed a total of 1.11.9 million visits using the Amwell Platform, while in the threesix months ended MarchJune 31,30, 2025, 1.32.5 million visits were completed. AMG providers accounted for 36%37% and 29%27% of total visits performed using the Amwell Platform during the threesix months ended MarchJune 31,30, 2026 and 2025, respectively. Visits have declined in the current period due to lower urgent care and behavioral visits as a result of customer churn, combined with summer seasonality.

The following table presents a reconciliation of adjusted EBITDA from the most comparable GAAP measure, net loss, for the three and six months ended MarchJune 31,30, 2026 and 2025:

Severance and strategic transformation costs include expenses associated with the termination of employees and expenses (including abandonment of our corporate headquarters) that focus on transforming the strategy of the Company’s sales and growth organization as well as our overall cost structure during the three and six months ended MarchJune 31,30, 2026 and 2025.

In the three months ended MarchJune 31,30, 2026 and 2025, the Company recorded charges of $4.5$(0.6) million and $3.5$2.5 million, respectively, in connection with severance and strategic transformation costs. In the six months ended June 30, 2026 and 2025, the Company recorded charges of $3.8 million and $6.0 million, respectively, in connection with severance and strategic transformation costs. The Company has executed a series of individual actions designed to maintain or improve our operating results and profitability. The Company continues to evaluate potential actions and may incur additional strategic transformation costs in future periods.

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. Subscription revenue is impacted by timing of revenue recognition. Services and Carepoint revenue depends on implementation timing.

The balance of interest income and other income (expense), net, consists predominantly of interest income on our money-market investments.investments and foreign currency gains and losses. We did not incur material interest expenses in the period as there were no outstanding debts or notes payables.

The following table sets forth our summarized condensed consolidated statement of operations data for the three and six months ended MarchJune 31,30, 2026 and 2025 and the dollar and percentage change between the respective periods:

For the three months ended MarchJune 31,30, 2026, subscription revenue decreased $7.3$14.8 million due to timing of revenue recognition with our strategic customers. Other revenue decreased $6.9$5.8 million primarily related to a decline of $3.0 million in professional services performed in the prior period around the integration of our strategic customers.customers and a decline in marketing revenue of $2.7 million. These decreases were offset by an increase in visit revenue of $2.3$1.6 million due to the visit mix being weighted more to special program visits, partially offset by fewer visits.

For the three months ended MarchJune 31,30, 2026, the decrease in cost of revenue was primarily driven by a decrease in employee costs of $3.2 million due to a headcount reduction of 30%24% period over period. There was also a decrease in marketing services for customers of $1.6$3.3 million.

For the three months ended MarchJune 31,30, 2026, there was a decrease in employee-related costs of $8.0$6.1 million (due to headcount reduction of 29%24% period over period and reduced stock compensation expense). There was also a decrease of $2.1$1.6 million in consulting spend due to cost savings measures put into place.place, Theseas decreaseswell wereas offsetmore bysoftware adevelopment onecosts timemeeting $0.9the millioncapitalization lease abandonment write-off.criteria.

For the three months ended MarchJune 31,30, 2026, there was a decrease in employee-related costs of $4.4$5.1 million (due to headcount reduction of 53%52% period over period and reduced stock compensation expense), and due to cost savings measures put into place a decrease in conferencethird party software spend of $0.5 million and consulting spend of $0.3$0.4 million. These decreases were offset by a one time $0.6 million lease abandonment write-off.

For the three months ended MarchJune 31,30, 2026, the decrease in general and administrative expense was driven by a decrease in employee-related costs of $9.3$5.9 million. The employee related costs were driven primarily by the decrease in stock compensation expense as higher value historic awards had become fully expensed, as well as headcount reductions of 34%26% period over period. The decrease was partiallyalso offsetdue byto ana increasedecrease in legal spend during the period of $1.2$2.1 million, an increase in bad debt related to historical visits of $1.8 million and a one time $0.9 million lease abandonment write-off.million.

For the three and six months ended MarchJune 31,30, 2026 and 2025, interest income and other (expense) income, net consist entirely of interest income and gains from our cash equivalents and short-term investments.

Income tax expensebenefit was $0.5 million and $0.3 million for the three and six months ended June 30, 2026, compared to income tax benefit of $0.7 million and $0.2 million for the three monthsand ended March 31, 2026, compared to income tax expense was $0.6 million for the threesix months ended MarchJune 31,30, 2025.

During the three and six months ended MarchJune 31,30, 2026, the Company recognized no loss or income as its proportionate share of the joint venture as the investment was written down to zero. During the three and six months ended MarchJune 31,30, 2025, the Company recognized a loss of $0.8$0.7 million and $1.5 million, as its proportionate share of the joint venture results of operations.

Our principal sources of liquidity were cash and cash equivalents totaling $179.2$195.9 million and $182.3 million as of MarchJune 31,30, 2026 and December 31, 2025, respectively, which were held for a variety of growth initiatives and investments as well as working capital purposes. Our cash and cash equivalents are comprised of money market funds.

As shown in the accompanying condensed consolidated financial statements, the Company incurred a loss from operations of $17.4$27.0 million and a net loss of $10.3$19.9 million for the threesix months ended MarchJune 31,30, 2026 and had an accumulated deficit of $2,072.5$2,082.4 million as of MarchJune 31,30, 2026.

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

ThreeSix months ended MarchJune 31,30, 2026, vs. threeSix months ended MarchJune 31,30, 2025

Cash Provided by (Used in) Operating Activities

Cash usedprovided inby operating activities was $25.1$9.7 million for the threesix months ended MarchJune 31,30, 2025.2026. The primary driver of this was the increase in our accrued expense balance of $13.8 million offset by an increase in accounts receivable of $5.7 million. The cash provided by this was partially offset by the use of cash wasfrom our net loss of $18.4$19.9 million. The net loss was partially offset by non-cash expenses of $6.0$19.2 million (primarily stock-based compensation of $7.3 million and depreciation and amortization of $7.8$14.6 million, stock-based compensation of $4.3 million and impairment of right of use asset of $3.4 million, offset by net gain on divestiture of $10.7$7.0 million).

Cash (Used in) Provided by Investing Activities

Cash provided by investing activities was $19.4$1.4 million for the threesix months ended MarchJune 31,30, 2025.2026. Cash providedused byin investing activities consisted of $20.4$7.0 million in proceeds from divestiture offset by $1.0$5.6 million minorityof investmentcapitalized insoftware a strategic technology partner.costs.

Cash provided by financing activities for the threesix months ended MarchJune 31,30, 2026, was $0.3 million.million, Cash provided by financing activities consisted of $0.3 millionconsisting of proceeds from the employee stock purchase plan.

Cash provided by financing activities for the threesix months ended MarchJune 31,30, 2025, was $0.5 million.million, Cash provided by financing activities consisted of $0.5 millionconsisting of proceeds from the employee stock purchase plan.

As of MarchJune 31,30, 2026, there have been no material changes from the contractual obligations and commitments previously disclosed in our Form 10-K.

Critical Accounting Policies and Estimates

Our condensed consolidated financial statements and the related notes thereto are prepared in accordance with GAAP. The preparation of condensed consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the condensed consolidated financial statements and accompanying notes. The Company bases its estimates on historical experience, current business factors, and various other assumptions that the Company believes are necessary to consider to form a basis for making judgments about the carrying values of assets and liabilities, the recorded amounts of revenue and expenses, and the disclosure of contingent assets and liabilities. The Company is subject to uncertainties such as the impact of future events, economic and political factors, and changes in the Company’s business environment; therefore, actual results could differ from these estimates. Accordingly, the accounting estimates used in the preparation of the Company’s condensed consolidated financial statements will change as new events occur, as more experience is acquired, as additional information is obtained, and as the Company’s operating environment evolves. For a discussion of our critical accounting policies and estimates see Part II, Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in the 2025 Form 10-K.