American Well Corp received an amended Schedule 13G/A showing updated ownership and voting power for Dr. Ido Schoenberg and Dr. Roy Schoenberg. Ido Schoenberg is reported as beneficially owning 831,642 shares, or 5.4% of the Class A equivalent, while Roy Schoenberg is reported as beneficially owning 892,499 shares, or 5.7%.
Their holdings include both Class A and Class B Common Stock, plus options for additional Class B shares that are currently exercisable. Class B shares are convertible into Class A shares at any time at the holder’s option. As of December 31, 2025, there were 14,782,788 shares of Class A Common Stock outstanding.
The brothers are parties to a voting agreement to vote their shares together as a group. Through the special voting structure of the Class B shares, they each hold 25.5% of the total outstanding voting power, and together control 51% of the aggregate voting power of American Well’s outstanding share capital.
Positive
None.
Negative
None.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
American Well Corp
(Name of Issuer)
Class A Common Stock, par value $0.01 par value per share
(Title of Class of Securities)
03044L204
(CUSIP Number)
12/31/2025
(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Rule 13d-1(b)
Rule 13d-1(c)
Rule 13d-1(d)
SCHEDULE 13G
CUSIP No.
03044L204
1
Names of Reporting Persons
Ido Schoenberg
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
ISRAEL
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
831,642.00
7
Sole Dispositive Power
831,642.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
831,642.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.4 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Note to 6 and 9:
(1) Consists of (i) 69,835 shares of Class A Common Stock, (ii) 673,563 shares of Class B Common Stock and (iii) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group. Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.
Note to 11:
(2) Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Stock and Class B Common Stock, together, beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 14,782,788 shares of Class A Common Stock outstanding as of December 31, 2025 and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into shares of Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.
(3) Each share of Class A Common Stock is entitled to one vote, and shares of Class B Common Stock will collectively be entitled to a number of votes equal to the product of (x) 1.0408163 and (y) the total number of votes that would be cast at such time by the holders of the Class A and Class C Common Stock and any other preferred stock entitled to vote under the Issuer's certificate of incorporation at such time (resulting in the Class B Common Stock collectively holding 51% of the total outstanding voting power). Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg each own 25.5% of the total outstanding voting power, and based on their voting agreement, their interests collectively represent 51% of the aggregate voting power of the Issuer's issued and outstanding share capital.
SCHEDULE 13G
CUSIP No.
03044L204
1
Names of Reporting Persons
Roy Schoenberg
2
Check the appropriate box if a member of a Group (see instructions)
(a)
(b)
3
Sec Use Only
4
Citizenship or Place of Organization
UNITED STATES
Number of Shares Beneficially Owned by Each Reporting Person With:
5
Sole Voting Power
0.00
6
Shared Voting Power
892,499.00
7
Sole Dispositive Power
892,499.00
8
Shared Dispositive Power
0.00
9
Aggregate Amount Beneficially Owned by Each Reporting Person
892,499.00
10
Check box if the aggregate amount in row (9) excludes certain shares (See Instructions)
11
Percent of class represented by amount in row (9)
5.7 %
12
Type of Reporting Person (See Instructions)
IN
Comment for Type of Reporting Person: Note to 6 and 9:
(1) Consists of (i) 108,300 shares of Class A Common Stock, (ii) 695,955 shares of Class B Common Stock and (iii) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group. Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.
Note to 11:
(2) Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Stock and Class B Common Stock, together, beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 14,782,788 shares of Class A Common Stock outstanding as of December 31, 2025 and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into shares of Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.
(3) Each share of Class A Common Stock is entitled to one vote, and shares of Class B Common Stock will collectively be entitled to a number of votes equal to the product of (x) 1.0408163 and (y) the total number of votes that would be cast at such time by the holders of the Class A and Class C Common Stock and any other preferred stock entitled to vote under the Issuer's certificate of incorporation at such time (resulting in the Class B Common Stock collectively holding 51% of the total outstanding voting power). Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg each own 25.5% of the total outstanding voting power, and based on their voting agreement, their interests collectively represent 51% of the aggregate voting power of the Issuer's issued and outstanding share capital.
SCHEDULE 13G
Item 1.
(a)
Name of issuer:
American Well Corp
(b)
Address of issuer's principal executive offices:
75 STATE STREET 26TH FLOOR, BOSTON, MA, 02109
Item 2.
(a)
Name of person filing:
This Statement is being filed on behalf of each of the following persons (collectively, the "Reporting Persons"):
(i) Ido Schoenberg
(ii) Roy Schoenberg
The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this Schedule 13G as Exhibit 99.1, pursuant to which the Reporting Persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Act.
(b)
Address or principal business office or, if none, residence:
The principal addresses of the Reporting Persons are as follows:
75 State Street
26th Floor
Boston, MA 02109
(c)
Citizenship:
(i) Ido Schoenberg - Israel
(ii) Roy Schoenberg - United States
(d)
Title of class of securities:
Class A Common Stock, par value $0.01 par value per share
(e)
CUSIP No.:
03044L204
Item 3.
If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:
(a)
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
(b)
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
(c)
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
(d)
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8);
(e)
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
(f)
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
(g)
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
(h)
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
(i)
A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j)
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J),
please specify the type of institution:
(k)
Group, in accordance with Rule 240.13d-1(b)(1)(ii)(K).
Item 4.
Ownership
(a)
Amount beneficially owned:
(i) Ido Schoenberg: 831,642 Shares (1)
(ii) Roy Schoenberg: 892,499 Shares (2)
Notes:
(1) Consists of (i) 69,835 shares of Class A Common Stock, (ii) 673,563 shares of Class B Common Stock and (iii) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group. Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.
(2) Consists of (i) 108,300 shares of Class A Common Stock, (ii) 695,955 shares of Class B Common Stock and (iii) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group. Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.
(b)
Percent of class:
(i) Ido Schoenberg: 5.4% (3)(4)
(ii) Roy Schoenberg: 5.7% (3)(4)
Notes:
(3) Based on the quotient obtained by dividing (a) the aggregate number of Class A Common Stock and Class B Common Stock, together, beneficially owned by the Reporting Person as set forth in Row 9 by (b) the sum of (i) 14,782,788 shares of Class A Common Stock outstanding as of December 31, 2025 and (ii) the aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person. The aggregate number of shares of Class B Common Stock beneficially owned by the Reporting Person as set forth in clauses "(a)" and "(b)" of this footnote are treated as converted into shares of Class A Common Stock solely for the purpose of computing the percentage ownership of the Reporting Person.
(4) Each share of Class A Common Stock is entitled to one vote, and shares of Class B Common Stock will collectively be entitled to a number of votes equal to the product of (x) 1.0408163 and (y) the total number of votes that would be cast at such time by the holders of the Class A and Class C Common Stock and any other preferred stock entitled to vote under the Issuer's certificate of incorporation at such time (resulting in the Class B Common Stock collectively holding 51% of the total outstanding voting power). Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg each own 25.5% of the total outstanding voting power, and based on their voting agreement, their interests collectively represent 51% of the aggregate voting power of the Issuer's issued and outstanding share capital.
(c)
Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote:
(A) Ido Schoenberg: 0
(B) Roy Schoenberg: 0
(ii) Shared power to vote or to direct the vote:
(i) Ido Schoenberg: 831,642 Shares (1)
(ii) Roy Schoenberg: 892,499 Shares (2)
Notes:
(1) Consists of (i) 69,835 shares of Class A Common Stock, (ii) 673,563 shares of Class B Common Stock and (iii) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group. Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.
(2) Consists of (i) 108,300 shares of Class A Common Stock, (ii) 695,955 shares of Class B Common Stock and (iii) 88,244 shares of Class B Common Stock underlying options that are currently exercisable. Each share of Class B Common Stock is convertible into one share of the Issuer's Class A Common Stock at any time at the option of the holder thereof. Dr. Ido Schoenberg and Dr. Roy Schoenberg are parties to a voting agreement whereby each has agreed to vote their shares together as a group. Accordingly, each of Dr. Ido Schoenberg and Dr. Roy Schoenberg may be deemed to beneficially own each other's stock with shared voting power, currently consisting in the aggregate of 178,135 shares of Class A Common Stock and 1,546,006 shares of Class B Common Stock.
(iii) Sole power to dispose or to direct the disposition of:
(A) Ido Schoenberg: 831,642 Shares
(B) Roy Schoenberg: 892,499 Shares
(iv) Shared power to dispose or to direct the disposition of:
(A) Ido Schoenberg: 0
(B) Roy Schoenberg: 0
Item 5.
Ownership of 5 Percent or Less of a Class.
Not Applicable
Item 6.
Ownership of more than 5 Percent on Behalf of Another Person.
Not Applicable
Item 7.
Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company or Control Person.
Not Applicable
Item 8.
Identification and Classification of Members of the Group.
If a group has filed this schedule pursuant to §240.13d-1(b)(1)(ii)(J), so indicate under Item 3(j) and attach an exhibit stating the identity and Item 3 classification of each member of the group. If a group has filed this schedule pursuant to §240.13d-1(c) or §240.13d-1(d), attach an exhibit stating the identity of each member of the group.
See Item 4, which states the identity of the members of the group filing this Schedule 13G
Item 9.
Notice of Dissolution of Group.
Not Applicable
Item 10.
Certifications:
Not Applicable
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
Ido Schoenberg
Signature:
/s/ Ido Schoenberg
Name/Title:
Ido Schoenberg
Date:
02/13/2026
Roy Schoenberg
Signature:
/s/ Roy Schoenberg
Name/Title:
Roy Schoenberg
Date:
02/13/2026
Exhibit Information
Exhibit 99.1 Joint Filing Agreement as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended
What does this Schedule 13G/A filing show about American Well Corp (AMWL) ownership?
The filing shows that Dr. Ido and Dr. Roy Schoenberg together control 51% of American Well’s total voting power. They beneficially own significant stakes in both Class A and Class B shares, including currently exercisable options, giving them effective voting control of the company.
How many American Well (AMWL) shares does Ido Schoenberg beneficially own?
Ido Schoenberg is reported as beneficially owning 831,642 shares on a Class A equivalent basis. This represents 5.4% of the class, including Class A shares, Class B shares, and options for Class B shares that are currently exercisable and convertible into Class A stock.
How many American Well (AMWL) shares does Roy Schoenberg beneficially own?
Roy Schoenberg is reported as beneficially owning 892,499 shares on a Class A equivalent basis. This equals 5.7% of the class and includes Class A shares, Class B shares, and currently exercisable options for Class B shares, which are all treated as convertible into Class A for this calculation.
What is the significance of American Well’s Class B Common Stock in this filing?
Class B Common Stock is convertible one-for-one into Class A Common Stock and carries special voting rights. Collectively, Class B shares hold 51% of total voting power, so the Schoenbergs’ Class B holdings and options are central to their combined majority voting control at American Well.
How is the ownership percentage for AMWL calculated in this Schedule 13G/A?
Ownership percentages are calculated by dividing each reporting person’s combined Class A and Class B holdings, treated as Class A, by a base that includes 14,782,788 Class A shares outstanding as of December 31, 2025 plus their Class B shares, which are assumed converted solely for this calculation.
What voting control do Ido and Roy Schoenberg have over American Well (AMWL)?
Each of Ido and Roy Schoenberg is reported as holding 25.5% of American Well’s total outstanding voting power. Under their voting agreement, they vote as a group, and their combined interests represent 51% of the aggregate voting power of the company’s outstanding share capital.
