American Well (NYSE: AMWL) renews Elevance Health LiveHealth Online deal

Rhea-AI Filing Summary

American Well Corporation disclosed that it has extended its long-standing partnership with Elevance Health, Inc. for digital care services. On December 24 and 25, 2025, the company amended its Master Services Agreement and entered into a new Healthy Impact Statement of Work, effective January 1, 2026, to continue operating the white‑labelled LiveHealth Online® digital care platform. Under these agreements, Elevance Health pays annual subscription fees and can engage American Well for additional professional, development, innovation, and engagement marketing services.

Both the Master Services Agreement and the Healthy Impact Statement of Work now run for 3 years from January 1, 2026 through January 1, 2029, with automatic one‑year renewals unless terminated. Elevance Health has various termination rights, including for convenience with 365 days’ notice. American Well’s clinical partner, Online Care Group, PC, also extended related provider agreements for the same 3‑year term, ensuring continued prioritized access to a 50‑state network of clinicians who deliver digital care consultations to Elevance Health members via LiveHealth Online.

Insights

Digital health and commercial contracts analyst

American Well secures multi‑year extensions of its Elevance Health platform and provider network agreements.

The company has extended its core commercial relationship with Elevance Health through a revised Master Services Agreement and Healthy Impact Statement of Work effective from January 1, 2026. These documents keep American Well operating the white‑labelled LiveHealth Online® platform, with Elevance Health obligated to pay annual subscription fees and able to purchase additional professional and development services. The automatic renewal feature after the initial 3‑year term provides structural continuity as long as neither party exercises termination rights.

Parallel amendments between Elevance‑related entities and Online Care Group, PC extend access to a 50‑state clinician network for digital consultations through January 1, 2029, also with automatic one‑year renewals. This alignment of platform and provider agreements helps maintain service delivery consistency for Elevance Health members. However, Elevance and the other parties retain broad termination rights, including for convenience with 365 days’ written notice, so the actual duration of the relationship ultimately depends on their ongoing strategic and operational priorities.

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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): December 24, 2025

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 26th Floor
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 1.01 Entry into a Material Definitive Agreement.

On December 24, 2025, American Well Corporation (the “Company”) entered into an amendment to extend its Master Services Agreement dated January 1, 2023 (the “MSA”) with Elevance Health, Inc. f/n/a/ Anthem Inc. (“Elevance Health”); and on December 25, 2025 entered into a related Statement of Work updating the Company’s Healthy Impact service offerings (the “Healthy Impact SOW”), effective as of January 1, 2026. The Statement of Work dated January 1, 2023 (together with the Healthy Impact SOW and the MSA, the “Agreements”) automatically renewed January 1, 2026 for an additional annual term, which extend the parties’ partnership. Pursuant to the Agreements, we operate a white-labelled digital care delivery platform on behalf of Elevance Health under the brand name LiveHealth Online®. Elevance Health is obligated to pay us annual subscription fees and may engage us for certain mutually agreed upon professional services, development, innovation and engagement marketing services.

Each of the MSA and the Healthy Impact SOW has a term of 3 years, commencing on January 1, 2026 and ending on January 1, 2029, and thereafter automatically renews for successive one-year terms unless terminated by either party. Each party may terminate each of Agreements after the lapse of a cure period for material breaches of the applicable Agreement by the other party, upon the bankruptcy or insolvency of the other party, and in the case of Elevance Health, upon a breach by the Company of certain security or confidentiality provisions, the occurrence of certain change-of-control transactions, or at its convenience upon 365 days’ advance written notice to Company.

In addition, on December 24, 2025, Online Care Group, PC (“OCG”), the Company’s clinical partner, entered into amendments to two provider agreements (collectively, the “Provider Agreement Amendments”) with Elevance Health related entities, which extend the parties’ partnership. Pursuant to the Provider Agreement Amendments, OCG will continue to provide prioritized access to a 50-state network of clinical professionals who will provide digital care consultations to Elevance Health members via the LiveHealth Online platform in consideration for access and per consultation fees. The terms of the Provider Agreements were extended for a period of 3 years, commencing on January 1, 2026 and ending on January 1, 2029, and thereafter automatically renew for successive one-year terms unless terminated by either party. Either party may terminate the Provider Agreements for convenience upon 365 days' prior written notice to the other party. In addition, either party may terminate the Provider Agreements upon the termination of the MSA or the applicable SOW, the other party’s bankruptcy, or occurrence of other specified events.

The foregoing description of the MSA, Healthy Impact SOW, and Provider Agreement Amendments do not purport to be complete and is qualified in its entirety by reference to the full text of the Agreements and the Provider Agreement Amendments, which are attached as Exhibits 10.1, 10.2, 10.3 and 10.4 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibits are being filed herewith:

10.1*†		Amendment to Master Services Agreement, dated as of December 24, 2025, by and between American Well Corporation and Elevance Health, Inc.
10.2*		Statement of Work, dated as of December 25, 2025, by and between American Well Corporation and Elevance Health, Inc.
10.3*		Amendment to Provider Agreement, dated as of December 24, 2025, by and between Blue Cross of California doing business as Anthem Blue Cross and Online Care Group, P.C
10.4*		Amendment to Provider Agreement, dated as of December 24, 2025, by and between Rocky Mountain Hospital and Medical Service, Inc., doing business as Anthem Blue Cross and Blue Shield and HMO Colorado, Inc. doing business as HMO Colorado, Anthem Health Plans, Inc. doing business as Anthem Blue Cross and Blue Shield, Anthem Insurance Companies, Inc. and Blue Cross Blue Shield Healthcare Plan of Georgia, Inc. d/b/a Anthem Blue Cross and Blue Shield, Anthem Insurance Companies, Inc. doing business as Anthem Blue Cross and Blue Shield, Anthem Health Plans of Kentucky, Inc. d/b/a Anthem Blue Cross and Blue Shield, Anthem Health Plans of Maine, Inc. doing business as Anthem Blue Cross and Blue Shield, RightCHOICE Managed Care, Inc., Anthem Health Plans of New Hampshire, Inc. doing business as Anthem Blue Cross and Blue Shield and Matthew Thornton Health Plan, Inc., Rocky Mountain Hospital and Medical Service, Inc. doing business as Anthem Blue Cross and Blue Shield and HMO Colorado, Inc. doing business as HMO Nevada, Empire Health Choice HMO, Inc. (d/b/a Empire BlueCross BlueShield HMO or Empire Blue Cross HMO) and Empire Health Choice Assurance, Inc. (d/b/a Empire BlueCross BlueShield or Empire Blue Cross), Community Insurance Company doing business as Anthem Blue Cross and Blue Shield, Anthem Health Plans of Virginia, Inc. doing business as Anthem Blue Cross and Blue Shield, Blue Cross Blue Shield of Wisconsin doing business as Anthem Blue Cross and Blue Shield ("Anthem") and Online Care Group, P.C
104		Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Portions of this exhibit have been redacted pursuant to Item 601(b)(10) of Regulation S-K. Such redacted terms are those that the Company customarily and actually treats as private or confidential and are not material.

† Exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K and will be provided on a supplemental basis to the Securities and Exchange Commission upon request.

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:	January 2, 2026	By:	/s/ Anna Nesterova
			Anna Nesterova Deputy General Counsel, Head of Legal

FAQ

What agreement did American Well (AMWL) extend with Elevance Health?

American Well extended its Master Services Agreement with Elevance Health, Inc., originally dated January 1, 2023. The amendment, entered into on December 24, 2025, continues the parties’ partnership for operating the LiveHealth Online® white‑label digital care platform.

What is the term of American Well’s new agreements with Elevance Health?

The amended Master Services Agreement and the Healthy Impact Statement of Work each have a term of 3 years, commencing on January 1, 2026 and ending on January 1, 2029. After that, they automatically renew for successive one‑year terms unless terminated by either party.

How does American Well earn revenue under the Elevance Health agreements?

Under the agreements, Elevance Health is obligated to pay annual subscription fees. Elevance Health may also engage American Well for mutually agreed professional services, development, innovation, and engagement marketing services, which can provide additional revenue streams.

What termination rights does Elevance Health have in its agreements with American Well?

Each party can terminate for material breaches, bankruptcy, or insolvency of the other party. In addition, Elevance Health may terminate upon breaches of security or confidentiality provisions, certain change‑of‑control events, or at its convenience with 365 days’ advance written notice to American Well.

What role does Online Care Group play in American Well’s Elevance Health relationship?

Online Care Group, PC (OCG), American Well’s clinical partner, entered into Provider Agreement Amendments with Elevance‑related entities on December 24, 2025. These amendments extend OCG’s obligation to provide prioritized access to a 50‑state network of clinical professionals who deliver digital care consultations to Elevance Health members via the LiveHealth Online platform.

What is the term and termination structure of the provider agreements with Online Care Group?

The provider agreements with Online Care Group are extended for 3 years from January 1, 2026 to January 1, 2029, with automatic one‑year renewals thereafter. Either party may terminate for convenience on 365 days’ prior written notice, and they may also terminate upon events such as termination of the Master Services Agreement or applicable SOW, bankruptcy, or other specified events.