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

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

Rhea-AI Filing Summary

American Well Corporation reported that it entered into an Amended and Restated Statement of Work with Elevance Health, Inc., effective January 1, 2026. This agreement extends their partnership under which American Well operates the white‑labelled LiveHealth Online® digital care delivery platform for Elevance Health. Elevance Health is obligated to pay American Well annual subscription fees and can separately engage the company for professional services, development, innovation, and engagement marketing work.

The new Statement of Work has a three‑year term, running from January 1, 2026 through January 1, 2029, and will automatically renew for additional one‑year periods unless either party terminates it. Either party may terminate for specified breaches or insolvency, and Elevance Health also has the right to terminate for certain security or confidentiality breaches, change‑of‑control events, or for convenience with 365 days’ advance written notice.

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Insights

American Well renewed a key digital health platform agreement with Elevance Health on multi‑year terms.

American Well entered into an amended and restated Statement of Work with Elevance Health effective January 1, 2026. The agreement continues American Well’s operation of the white‑label digital care platform branded as LiveHealth Online® and provides for annual subscription fees plus optional professional, development, innovation, and engagement marketing services. This structure ties revenue to both the core platform and additional service work.

The SOW runs for three years through January 1, 2029 and then renews annually unless either side ends it, indicating an ongoing commercial relationship framework. Termination rights include standard causes such as material breach and insolvency, with Elevance Health also able to terminate for certain security or confidentiality breaches, specified change‑of‑control events, or for convenience with 365 days advance notice. Actual financial impact depends on how Elevance Health uses the platform and optional services over the term.

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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): January 05, 2026

 

 

American Well Corporation

(Exact name of Registrant as Specified in Its Charter)

 

 

Delaware

001-39515

20-5009396

(State or Other Jurisdiction
of Incorporation)

(Commission File Number)

(IRS Employer
Identification No.)

 

 

 

 

 

75 State Street

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 January 5, 2026, American Well Corporation (the “Company”) entered into an Amended and Restated Statement of Work (the “SOW”) with Elevance Health, Inc. f/n/a/ Anthem Inc. (“Elevance Health”), effective as of January 1, 2026, replacing the Statement of Work dated January 1, 2023 between the parties, and extending the parties’ partnership pursuant to which the Company operates a white-labelled digital care delivery platform on behalf of Elevance Health under the brand name LiveHealth Online®. Elevance Health is obligated to pay the Company annual subscription fees and may engage the Company for certain mutually agreed upon professional services, development, innovation and engagement marketing services.

 

The 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 the SOW after the lapse of a cure period for material breaches of the SOW or the Master Services Agreement, dated January 1, 2023, 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.

The foregoing description of the SOW does not purport to be complete and is qualified in its entirety by reference to the full text of the SOW, which is attached as Exhibit 10.1 hereto.

Item 9.01 Financial Statements and Exhibits.

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

 

10.1*

Amended and Restated Statement of Work, dated as of January 5, 2026, by and between American Well Corporation and Elevance Health, Inc.

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.

 


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 8, 2026

By:

/s/ Anna Nesterova

 

 

 

Anna Nesterova
Deputy General Counsel

 


FAQ

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

American Well disclosed an Amended and Restated Statement of Work with Elevance Health, Inc. covering the operation of Elevance’s white‑labelled LiveHealth Online® digital care delivery platform.

When does the new American Well (AMWL) and Elevance Health SOW start and end?

The Statement of Work is effective as of January 1, 2026, has a three‑year term, and ends on January 1, 2029, after which it automatically renews for successive one‑year terms unless terminated.

How is American Well (AMWL) compensated under the Elevance Health agreement?

Elevance Health is obligated to pay annual subscription fees to American Well and may also engage the company for professional services, development, innovation, and engagement marketing services on a mutually agreed basis.

What termination rights exist in the American Well (AMWL) and Elevance Health SOW?

Either party may terminate after a cure period for material breach or upon the other party’s bankruptcy or insolvency. Elevance Health can also terminate for certain security or confidentiality breaches, specified change‑of‑control transactions, or for convenience with 365 days’ advance written notice.

Does the American Well (AMWL) and Elevance Health SOW renew automatically?

Yes. After the initial term from January 1, 2026 to January 1, 2029, the agreement automatically renews for one‑year periods unless terminated by either party.

What exhibit in the 8-K contains the full American Well (AMWL) and Elevance Health SOW?

The full Amended and Restated Statement of Work is filed as Exhibit 10.1, with certain confidential terms redacted pursuant to Item 601(b)(10) of Regulation S‑K.

American Well Corp

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