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  4. [8-K] American Well Corp Reports Material Event

American Well (NYSE: AMWL) replaces PwC with BDO USA as auditor

Filing Impact
(Moderate)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

American Well Corporation changed its external auditor. On July 14, 2026, the Audit Committee dismissed PricewaterhouseCoopers LLP as the independent registered public accounting firm and appointed BDO USA, P.C. as the new independent registered public accounting firm.

American Well states that PwC’s audit reports on the company’s financial statements for the fiscal years ended December 31, 2025 and 2024 contained no adverse opinions, disclaimers, or qualifications and that there were no disagreements or reportable events under Item 304(a) of Regulation S‑K during those periods and through July 14, 2026. PwC has been asked to provide a letter to the SEC regarding these disclosures, filed as Exhibit 16.1 and dated July 20, 2026.

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Filing Explained

The filing also states that, through July 14, 2026, newly appointed BDO USA, P.C. had not been consulted on specified transactions, possible audit opinions, or matters involving disagreements or reportable events.

Item 4.01 Changes in Registrant's Certifying Accountant Governance
The company changed its independent auditing firm, which may involve disagreements on accounting matters.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Auditor change date July 14, 2026 Audit Committee dismissed PwC and appointed BDO USA, P.C. on this date
Fiscal year end 2025 December 31, 2025 Year for which PwC’s audit report had no adverse opinion or qualifications
Fiscal year end 2024 December 31, 2024 Year for which PwC’s audit report had no adverse opinion or qualifications
Exhibit 16.1 letter date July 20, 2026 Date of PwC’s letter to the SEC filed as Exhibit 16.1
independent registered public accounting firm financial
"dismissed PricewaterhouseCoopers LLP as the Company’s independent registered public accounting firm"
An independent registered public accounting firm is an outside accounting company officially registered with the government regulator to examine and report on a public company's financial records and controls. Investors treat its reports like an impartial inspector’s certificate — they add credibility to financial statements, help spot errors or misleading claims, and reduce the risk that shareholders are relying on unchecked or biased numbers.
reportable events regulatory
"there were no “reportable events” (within the meaning of Item 304(a)(1)(v) of Regulation S-K)"
Reportable events are significant incidents or changes a company is legally required to disclose to regulators and the public, such as major safety problems, legal actions, financial irregularities, or management changes. They matter to investors because these events can alter a company’s risk profile or future performance, much like a dashboard warning light signals a problem that could affect a car’s safety or reliability. Timely disclosure helps investors make informed decisions and maintain market fairness.
Item 304(a)(1)(iv) of Regulation S-K regulatory
"no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K)"
emerging growth company regulatory
"Emerging growth company"
An emerging growth company is a recently public or smaller public firm that qualifies for temporary, lighter regulatory and disclosure rules to reduce the cost and effort of being public. For investors, it means the company may provide less historical financial detail and face fewer reporting requirements than larger firms, so it can grow more quickly but also carries higher uncertainty—like buying a promising early-stage product with fewer user reviews.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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FAQ

What auditor change did American Well (AMWL) disclose?
American Well replaced its external auditor, dismissing PricewaterhouseCoopers LLP and appointing BDO USA, P.C. on July 14, 2026. The change was approved by the Audit Committee and reported as a change in the independent registered public accounting firm.

Did American Well (AMWL) report any disagreements with PwC?
American Well reports no disagreements with PwC under Item 304(a)(1)(iv) of Regulation S‑K. It states there were no disputes on accounting principles, financial disclosures, or audit procedures that would have required reference in PwC’s reports.

Were there any reportable events in American Well’s (AMWL) relationship with PwC?
American Well states there were no reportable events under Item 304(a)(1)(v) of Regulation S‑K. This covers the two most recent fiscal years ended December 31, 2025 and 2024 and the interim period through July 14, 2026.

For which periods did PwC audit American Well (AMWL) without qualifications?
PwC’s reports on American Well’s financial statements for fiscal years ended December 31, 2025 and December 31, 2024 contained no adverse opinions, disclaimers, or qualifications related to uncertainty, audit scope, or accounting principles.

How did American Well (AMWL) describe its prior consultations with new auditor BDO USA?
American Well states that during the fiscal years ended 2025 and 2024 and through July 14, 2026, it did not consult BDO USA on specific accounting transactions, potential audit opinions, or any matters involving disagreements or reportable events.

What exhibit supports American Well’s (AMWL) disclosure about the auditor change?
American Well requested PwC to send a letter to the SEC about these disclosures, filed as Exhibit 16.1 and dated July 20, 2026. The exhibit states whether PwC agrees with American Well’s description of the change in auditors.
0001393584false00013935842026-07-142026-07-14

 

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): July 14, 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 4.01 Changes in Registrant’s Certifying Accountant.

On July 14, 2026, the Audit Committee of the board of directors of American Well Corporation (the “Company”) dismissed PricewaterhouseCoopers LLP (the “Former Auditor”) as the Company’s independent registered public accounting firm.

The Former Auditor’s reports on the Company’s financial statements for the two most recent fiscal year ended December 31, 2025 and 2024 did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.

During the two most recent fiscal year ended December 31, 2025 and 2024 and the subsequent interim period through July 14, 2026, (i) there were no “disagreements” (within the meaning of Item 304(a)(1)(iv) of Regulation S-K) between the Company and the Former Auditor on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of the Former Auditor, would have caused the Former Auditor to make reference to the subject matter of the disagreement in their reports, and (ii) there were no “reportable events” (within the meaning of Item 304(a)(1)(v) of Regulation S-K).

We provided the Former Auditor with a copy of the disclosures that we are making in this paragraph and have requested that the Former Auditor furnish a letter addressed to the SEC stating whether or not it agrees with the statements made in this paragraph, a copy of which letter is filed as Exhibit 16.1 to this Current Report on Form 8-K.

On July 14, 2026, the Audit Committee appointed BDO USA, P.C. (the “New Auditor”) as the Company’s new independent registered public accounting firm. During the two most recent fiscal years ended December 31, 2025 and 2024 and the subsequent interim period through July 14, 2026, neither the Company nor anyone acting on the Company’s behalf has consulted with the New Auditor with respect to (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, and neither a written report nor oral advice was provided to the Company that the New Auditor concluded was an important factor considered by the Company in reaching a decision as to any accounting, auditing or financial reporting issue or (ii) any matter that was the subject of either a “disagreement” or a “reportable event” within the meaning of Item 304(a)(1) of Regulation S-K.

Item 9.01 Financial Statements and Exhibits.

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

 

16.1

 

Letter from PricewaterhouseCoopers LLP to the Securities and Exchange Commission, dated July 20, 2026

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:

July 20, 2026

By:

/s/ Anna Nesterova

 

 

 

Anna Nesterova
Deputy General Counsel, Head of Legal

 

Source: View Original Filing on SEC EDGAR

Filing Exhibits & Attachments

2 documents

Other Documents