Filing Analysis
American Well Corporation announced its financial results for the fiscal quarter ended June 30, 2026. The filing serves as a formal announcement of the earnings release and provides details regarding an upcoming conference call to discuss performance.
📋 Key Facts
- Financial results were announced on August 4, 2026, for the fiscal quarter ended June 30, 2026.
- The company scheduled a conference call/webcast for August 4, 2026, at 5 p.m. ET to discuss the results.
- Earnings report is provided as Exhibit 99.1.
American Well Corporation has dismissed PricewaterhouseCoopers LLP (PwC) as its independent auditor and appointed BDO USA, P.C. as its new registered public accounting firm.
🚩 Red Flags
- Auditor change: While no disagreements were reported, a shift from a Big Four firm (PwC) to a mid-tier firm (BDO) can sometimes signal cost-cutting or internal friction, though not explicitly stated here.
📋 Key Facts
- Dismissal of Former Auditor: PricewaterhouseCoopers LLP on July 14, 2026.
- Appointment of New Auditor: BDO USA, P.C. on July 14, 2026.
- The Company states there were no disagreements with PwC regarding accounting principles, practices, or auditing procedures for fiscal years 2024, 2025, or the interim period through July 14, 2026.
- PwC's reports for the two most recent fiscal years (ending Dec 31, 2025 and 2024) were unqualified/unmodified.
American Well Corporation announced the re-appointment of Stephen Schlegel as a Class III director. This change was part of a board rebalancing effort to maintain approximately equal class sizes per NYSE listing standards.
📋 Key Facts
- Stephen Schlegel resigned as a Class II director on July 8, 2026.
- Stephen Schlegel was re-appointed as a Class III director effective July 11, 2026.
- The term of the new appointment expires at the Company's 2029 annual meeting of stockholders.
- The move was intended to restore board classes to approximately equal size following other directors not standing for re-election.
- The company explicitly stated there were no disagreements with Mr. Schlegel regarding operations, policies, or practices.
American Well Corporation held its 2026 annual meeting of stockholders on June 16, 2026. The filing reports the results of three shareholder proposals including director elections and auditor ratification.
📋 Key Facts
- The Annual Meeting was held on June 16, 2026.
- Dr. Ido Schoenberg was elected to the Board of Directors (Class III) with 20,509,462 votes 'For'.
- Dr. Roy Schoenberg did not stand for re-election.
- Stockholders ratified the appointment of PricewaterhouseCoopers LLP as independent auditors for fiscal year ending Dec 31, 2026 (23,945,239 votes 'For').
- Stockholders approved the non-binding advisory vote on named executive officer compensation (21,137,741 votes 'For').
Dr. Roy Schoenberg, co-founder and Executive Vice Chairman of American Well Corporation, resigned from the Board of Directors effective May 6, 2026. The company stated the departure was to pursue a new employment opportunity and not due to any disagreements.
🚩 Red Flags
- Loss of a co-founder and long-term visionary leader after 20 years of service.
📋 Key Facts
- Dr. Roy Schoenberg resigned from the Board of Directors effective May 6, 2026.
- Schoenberg served as co-founder and Executive Vice Chairman for nearly twenty years.
- The resignation is attributed to a new employment opportunity.
- The filing states there were no disagreements regarding operations, policies, or procedures.
American Well Corporation (AMWL) announced its financial results for the first fiscal quarter ended March 31, 2026. The filing includes the earnings report as an exhibit and provides details for a corresponding investor conference call.
📋 Key Facts
- Financial results announced for the quarter ended March 31, 2026
- Earnings report furnished as Exhibit 99.1
- Conference call held on May 5, 2026, at 5 p.m. ET
- The filing was made under Item 2.02 (Results of Operations and Financial Condition)
Dr. Peter Slavin notified American Well Corporation of his resignation from the Board of Directors, effective as of the 2026 annual meeting of stockholders. The resignation is attributed to a career transition and not any disagreement with the company.
📋 Key Facts
- Dr. Peter Slavin resigned from the Board of Directors on April 1, 2026.
- The resignation will be effective on the date of the Company’s 2026 annual meeting of stockholders.
- Dr. Slavin served as a director for more than nine years.
- The reason for departure is a transition to a new role on the West Coast of the United States.
- The filing explicitly states there was no disagreement with the Company on any matter relating to operations, policies, or procedures.
American Well Corporation announced its financial results for the fourth quarter and full year ended December 31, 2025. The filing serves as a formal announcement of earnings release via Exhibit 99.1.
📋 Key Facts
- Reporting period: Fourth quarter and full year ended December 31, 2025.
- Filing date: February 12, 2026.
- Earnings report furnished as Exhibit 99.1.
- Conference call scheduled for February 12, 2026, at 5 p.m. ET.
American Well Corporation has entered into an Amended and Restated Statement of Work with Elevance Health, Inc. (formerly Anthem Inc.). The agreement extends their partnership for the operation of the LiveHealth Online® digital care delivery platform through January 1, 2029.
🚩 Red Flags
- Elevance Health retains the right to terminate the agreement 'at its convenience' upon 365 days' advance written notice, which introduces long-term revenue uncertainty for AMWL.
📋 Key Facts
- Effective date: January 1, 2026; Signed: January 5, 2026.
- Term: 3 years (Jan 1, 2026 – Jan 1, 2029) with automatic one-year renewals.
- Replaces the previous Statement of Work dated January 1, 2023.
- Elevance Health is obligated to pay annual subscription fees and may engage for professional services/innovation marketing.
- Termination clause allows Elevance Health to terminate at convenience with 365 days' notice.
American Well Corporation has entered into several agreements to extend its partnership with Elevance Health (formerly Anthem Inc.). These extensions include an amendment to the Master Services Agreement, a new Statement of Work for Healthy Impact services, and provider agreement amendments via its clinical partner, Online Care Group, PC.
🚩 Red Flags
- Elevance Health retains the right to terminate the MSA/SOW for convenience upon 365 days' notice.
- Provider agreements can be terminated by either party upon 365 days' prior written notice.
📋 Key Facts
- Amendment to Master Services Agreement (MSA) signed December 24, 2025.
- New Statement of Work (SOW) for 'Healthy Impact' service offerings effective January 1, 2026.
- Agreements have a term of 3 years, running from January 1, 2026, to January 1, 2029.
- Automatic renewal provisions exist for successive one-year terms after the initial 3-year period.
- Elevance Health operates a white-labeled platform called LiveHealth Online® using American Well's technology.
- Provider agreements via Online Care Group, PC were also extended for 3 years through January 1, 2029.
American Well Corp announced its financial results for the fiscal quarter ended September 30, 2025. The filing serves as a formal announcement of the earnings release and provides details regarding an upcoming conference call to discuss performance.
📋 Key Facts
- Financial results were released for the fiscal quarter ended September 30, 2025.
- The company scheduled a conference call for November 4, 2025, at 5 p.m. ET.
- Earnings report is provided as Exhibit 99.1.
American Well Corporation announced its financial results for the fiscal quarter ended June 30, 2025. The filing serves as a formal announcement of earnings and provides details regarding an upcoming conference call to discuss performance.
📋 Key Facts
- Financial results were released for the fiscal quarter ending June 30, 2025.
- The company scheduled a conference call for August 5, 2025, at 5 p.m. ET to discuss the results.
- Earnings report is provided as Exhibit 99.1.
American Well Corporation held its 2025 annual meeting of stockholders on June 11, 2025. The filing reports the results of shareholder votes regarding director elections, auditor ratification, and executive compensation.
📋 Key Facts
- Annual Meeting held on June 11, 2025.
- Three Class II director nominees (Stephen Schlegel, Dr. Delos Cosgrove, and Rivka Goldwasser) were elected to serve until the 2028 annual meeting.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for the fiscal year ending December 31, 2025.
- Shareholders approved a non-binding advisory vote on named executive officer compensation.
American Well Corporation announced its financial results for the fiscal quarter ended March 31, 2025. The filing serves as a formal announcement of earnings and provides details regarding an upcoming conference call to discuss the performance.
📋 Key Facts
- Financial results for the fiscal quarter ended March 31, 2025 were announced on May 1, 2025.
- The Company scheduled a conference call/webcast for May 1, 2025, at 5 p.m. ET to discuss results.
- Earnings report is provided as Exhibit 99.1.
American Well Corporation announced the departure of Vaughn Paunovich, Executive Vice President of Enterprise Platforms, effective March 2, 2025. The company has entered into a separation agreement outlining specific severance and reimbursement terms.
🚩 Red Flags
- Executive-level turnover (EVP) can sometimes signal internal strategic shifts or friction, though no specific cause was cited in this filing.
📋 Key Facts
- Vaughn Paunovich (EVP, Enterprise Platforms) is departing the company on March 2, 2025.
- Separation includes a one-time bonus payment equal to 70% of his base salary for 12 months (representing his 2024 annual bonus).
- The agreement provides reimbursement for up to $3,500 in relocation costs.
- The company will reimburse all rental housing fees incurred through March 15, 2025, related to his Boston residence.
American Well Corporation announced its financial results for the fourth quarter and full year ended December 31, 2024. The company scheduled a conference call to discuss these results on February 12, 2025.
📋 Key Facts
- Reporting period: Fourth quarter and full year ended December 31, 2024.
- Earnings report furnished as Exhibit 99.1.
- Conference call scheduled for Feb 12, 2025, at 5 p.m. ET.
American Well Corporation has completed the sale of its telepsychiatry business assets to Avel eCare, LLC. The transaction includes an upfront cash payment and a contingent earn-out based on future revenues.
🚩 Red Flags
- Divestiture of a specific business line may indicate a narrowing strategic focus or a need for immediate liquidity.
- The earn-out structure introduces potential future volatility in cash flows depending on the Buyer's performance.
📋 Key Facts
- Transaction date: January 8, 2025
- Upfront cash payment: $20,714,459 (representing 1.1x trailing twelve-month revenue)
- Contingent consideration: Additional cash payment equal to 0.4x the Buyer's aggregate revenues from the Business/pipeline for the 12 months following closing
- The sale includes all property and assets used for telepsychiatry services to hospitals and correctional programs
- Includes a four-year non-competition covenant and a one-year non-solicitation covenant
- Dr. Cynthia Horner transferred ownership of Asana Integrated Medical Group (the clinical partner) to a doctor affiliated with the Buyer
American Well Corporation announced a leadership restructuring on December 17, 2024, involving the dual appointment of CFO Mark Hirschhorn as also Chief Operating Officer and the departure of Chief Commercial & Growth Officer Kathy Weiler.
🚩 Red Flags
- Executive turnover: Departure of the Chief Commercial & Growth Officer often signals strategic shifts or internal friction.
- Consolidation of roles: Combining CFO and COO duties can indicate cost-cutting measures or a lean management structure common in companies facing headwinds.
📋 Key Facts
- Mark Hirschhorn appointed to add COO role to his existing CFO position effective Dec 17, 2024.
- Hirschhorn's base salary increased to $575,000; target annual bonus increase to 125% of base starting FY2025.
- Kathy Weiler (Chief Commercial & Growth Officer) will depart the company on December 31, 2024.
- Weiler's separation agreement includes a lump sum payment of salary continuation and target bonus scheduled for Jan 24, 2025.
American Well Corporation has adopted a 2024 Inducement Plan to facilitate the hiring of its new Chief Financial Officer, Mark Hirschhorn. The plan includes significant RSU and performance-based incentive awards designed to attract and retain executive leadership.
🚩 Red Flags
- Significant equity dilution potential via the reservation of 1.2M+ shares for new incentives.
📋 Key Facts
- Board approved the 2024 Inducement Plan on October 25, 2024, effective November 4, 2024.
- The Board reserved 1,222,960 shares of Class A common stock for issuance under this plan.
- New CFO Mark Hirschhorn will receive an RSU award with a grant date value of $2,500,000.
- RSU vesting schedule: 25% on grant date; remaining 75% over three years in quarterly installments starting after the 15-month anniversary.
- An additional long-term incentive 'Additional Award' worth up to $5,000,000 is tied to EBITDA and company valuation targets.
- The Additional Award vests in annual installments over four years based on performance metrics.
American Well Corporation announced its financial results for the fiscal quarter ended September 30, 2024. The filing serves as a formal announcement of the earnings release and provides details regarding an upcoming conference call to discuss performance.
📋 Key Facts
- Financial results were released for the fiscal quarter ended September 30, 2024.
- The Company scheduled a conference call for October 30, 2024, at 5 p.m. ET to discuss the results.
- Earnings report is furnished as Exhibit 99.1.
American Well Corporation announced the resignation of CFO Robert Shepardson, effective October 18, 2024, and the appointment of Mark Hirschhorn as the new CFO, effective October 21, 2024. The filing includes details of a significant new compensation package for Mr. Hirschhorn, including substantial equity grants.
🚩 Red Flags
- Rapid succession of CFO transition (departure Oct 18, new hire Oct 21) can sometimes indicate internal friction, though the filing explicitly denies disagreement.
- Significant equity-based compensation ($7.5M total potential value) for a micro/small-cap level executive.
📋 Key Facts
- CFO Robert Shepardson is resigning effective October 18, 2024; the company states there were no disagreements regarding operations or policies.
- Mark Hirschhorn appointed as CFO, effective October 21, 2024.
- Hirschhorn's compensation includes a $485,000 base salary and a $500,000 bonus for fiscal year 2024.
- A restricted stock unit (RSU) grant of $2,500,000 is scheduled for approximately November 4, 2024, with 25% vesting immediately.
- An additional long-term incentive award worth up to $5,000,000 is tied to EBITDA and valuation targets.
American Well Corporation entered into an amendment to the employment agreement for Kathy Weiler, the Chief Commercial & Growth Officer. The amendment outlines specific severance and compensation terms if she terminates her employment without 'Good Reason' after June 1, 2025.
🚩 Red Flags
- Potential for significant cash/equity outflow if the officer departs under 'Good Reason' after June 2025.
📋 Key Facts
- Amendment dated August 16, 2024, to Kathy Weiler's existing Employment Agreement (dated April 17, 2023).
- Severance triggers if Ms. Weiler terminates employment without 'Good Reason' on or after June 1, 2025.
- Potential severance includes: accrued compensation, earned/unpaid annual bonus, pro rata annual bonus for the termination year, one year of base salary paid in installments, and accelerated vesting of equity awards (one-year cliff).
- The Company agreed to reimburse Ms. Weiler up to $15,000 in legal fees related to this amendment.
American Well Corporation announced its financial results for the fiscal quarter ended June 30, 2024. The filing serves as a formal notice of earnings release and includes details regarding an investor conference call.
📋 Key Facts
- Report date: July 31, 2024
- Reporting period: Fiscal quarter ended June 30, 2024
- Earnings report furnished as Exhibit 99.1
- Conference call scheduled for July 31, 2024, at 5 p.m. ET
American Well Corporation (AMWL) has executed a 1-for-20 reverse stock split of its Class A, B, and C common stock. The split became effective on July 10, 2024, with adjusted trading commencing on July 11, 2024.
🚩 Red Flags
- Reverse stock split (often used to maintain exchange listing requirements or signal distress)
- Significant dilution of share count/concentration
📋 Key Facts
- Reverse stock split ratio: 1-for-20
- Effective date of split: July 10, 2024
- Trading resumed on a split-adjusted basis: July 11, 2024
- Affected shares: Class A, Class B, and Class C common stock
- New CUSIP for Class A common stock: 03044L 204
American Well Corporation has finalized a 1-for-20 reverse stock split of its common stock. The transaction is expected to be effective on July 10, 2024, with new trading commencing on July 11, 2024.
🚩 Red Flags
- Reverse stock split (often used to combat delisting threats or low share prices).
- Forward-looking statements explicitly mention the 'ability to regain and maintain compliance with NYSE listing standards,' indicating a high risk of non-compliance/delisting.
📋 Key Facts
- Final reverse stock split ratio: 1-for-20.
- Effective date of the split: July 10, 2024, at 5:00 p.m. ET.
- Trading on a split-adjusted basis begins: July 11, 2024.
- New CUSIP number for Class A common stock: 03044L 204.
- The Board abandoned all other previously proposed amendments/ratios.
American Well Corporation held its 2024 annual meeting of stockholders on June 18, 2024. The most significant outcome was the stockholder approval of an amendment to the Certificate of Incorporation to effect a reverse stock split.
🚩 Red Flags
- Approval of a reverse stock split, which is often used to combat low share prices and potential delisting threats.
📋 Key Facts
- Annual Meeting held on June 18, 2024.
- Stockholders approved Proposal 4: Amendments to Certificate of Incorporation to effect a reverse stock split (424,199,779 For; 2,940,641 Against).
- All three Class I director nominees (Derek Ross, Deborah Jackson, Rob Webb) were elected.
- PricewaterhouseCoopers LLP was ratified as the independent registered public accounting firm for fiscal year ending Dec 31, 2024.
- Advisory vote on named executive officer compensation was approved.
American Well Corporation announced the appointment of Rivka 'Ricky' Goldwasser as a Class II director and a member of the Audit Committee, effective June 13, 2024.
📋 Key Facts
- Rivka 'Ricky' Goldwasser appointed as Class II director on June 13, 2024.
- Term ends at the 2025 annual meeting of shareholders or until successor is elected/qualified.
- The Board determined Ms. Goldwasser qualifies as an 'independent director' per NYSE standards.
- Ms. Goldwasser has been appointed to the Audit Committee.
- Appointment includes standard director indemnification and compensation arrangements.
Dr. Roy Schoenberg has resigned from his role as President & Co-Chief Executive Officer of American Well Corporation, effective June 13, 2024. He will transition into the role of Executive Vice Chairman under a new employment and transition agreement.
🚩 Red Flags
- Executive leadership reshuffle: The departure of a Co-CEO to a subordinate 'Vice Chairman' role can sometimes signal internal friction or a shift in strategic direction, though the company explicitly states there was no disagreement.
📋 Key Facts
- Effective date of resignation/transition: June 13, 2024.
- Dr. Schoenberg is moving from President & Co-CEO to Executive Vice Chairman.
- New base salary for Executive Vice Chairman: $325,000 (subject to adjustments to maintain 50% of CEO's salary).
- Target annual bonus: 150% of base salary.
- Transition benefits include $1,950,000 covering severance and acceleration of outstanding equity awards (excluding PSUs).
- Non-competition and non-solicitation restrictions apply for 24 months post-termination.
American Well Corporation announced its financial results for the fiscal quarter ended March 31, 2024. The filing serves as a formal announcement of earnings and includes an invitation to a conference call to discuss performance.
📋 Key Facts
- Report date: May 1, 2024
- Reporting period: Fiscal quarter ended March 31, 2024
- Earnings report furnished as Exhibit 99.1
- Conference call scheduled for May 1, 2024, at 5 p.m. ET
American Well Corporation received a notice from the NYSE regarding non-compliance with minimum price requirements after its stock closed below $1.00 for 30 consecutive trading days. The company intends to regain compliance via a reverse stock split, pending shareholder approval.
🚩 Red Flags
- Delisting notice for failure to meet minimum bid price requirement
- Planned reverse stock split (often viewed as a sign of distress or attempt to artificially inflate share price)
- Stock trading below $1.00 per share
📋 Key Facts
- Received NYSE notice on April 2, 2024, regarding Section 802.01C non-compliance.
- The violation is due to the average closing price being less than $1.00 over a consecutive 30 trading-day period.
- The company has six months from receipt of notice to regain compliance.
- Management intends to effect a reverse stock split to meet minimum price requirements, subject to board and stockholder approval at the 2024 annual meeting.
American Well Corporation announced its financial results for the fourth quarter and full year ended December 31, 2023. The filing serves as a formal notice of earnings release and includes an invitation to an investor conference call.
📋 Key Facts
- Reporting period: Fourth quarter and full year ended December 31, 2023.
- Earnings report furnished as Exhibit 99.1.
- Conference call scheduled for February 14, 2024, at 5 p.m. ET.