AMWL on NYSE

American Well Corp

Leading enterprise platform and software company digitally enabling hybrid care1

In its 2026 annual report the company says: “We provide our clients with the core technology and services necessary to successfully develop and distribute digital care programs that meet their strategic, operational, financial and clinical objectives under their own brands. We bring technology and services that facilitate new models of care, strategic partnerships, consistent execution and better outcomes.”5 It is headquartered in Boston, Massachusetts.1 Its shares trade on NYSE under the symbol AMWL.1

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Last updated Oct 20, 2026.

Overview

$249.3MRevenue, fiscal 20252
-$95.7MNet income, fiscal 20252

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  • TickerAMWL on NYSE1
  • IndustryServices-Business Services, NEC1
  • HeadquartersBoston, Massachusetts1
  • Incorporated inDE3
  • Business address75 State Street, 26Th Floor, Boston, Ma 021093
  • Filer categoryAccelerated filer, Smaller reporting company3

Amwell is a leading enterprise platform and software company digitally enabling hybrid care. We empower health providers, payers, and innovators to achieve their digital ambitions, enabling a coordinated experience across in-person, virtual and automated care. We provide our clients with the core technology and services necessary to successfully develop and distribute digital care programs that meet their strategic, operational, financial and clinical objectives under their own brands.5 From its latest annual report

Financials

From the company’s reports to the SEC. Every number links to the filing it came from.

Key numbers, fiscal 2025

-42.2%Operating margin2
-38.4%Net margin2
-2.0%Revenue growth, 20252
-40.6%Return on equity2
-$66.0MFree cash flow2

Where the money goes

Where each dollar of revenue went, fiscal 2025

  • Research and development29¢$72.9M
  • Other costs71¢$176.0M
  • Income tax0¢$434.0K

Out of $249.3M in revenue.2 The company lost money this year.

Financial statements

Revenue6789102$249.3M in 2025+119% since 2018
0$100.0M$200.0M$300.0M2018: $114.0M$114.0M20182019: $148.9M$148.9M2019+31%2020: $245.3M$245.3M2020+65%2021: $252.8M$252.8M2021+3%2022: $277.2M$277.2M2022+10%2023: $259.0M$259.0M2023−7%2024: $254.4M$254.4M2024−2%2025: $249.3M$249.3M2025−2%
Operating income6789102-$105.3M in 2025+91% since 2018
-$800.0M-$600.0M-$400.0M-$200.0M02018: -$55.1M-$55.1M20182019: -$94.7M-$94.7M2019+72%2020: -$227.4M-$227.4M2020+140%2021: -$179.1M-$179.1M2021−21%2022: -$275.9M-$275.9M2022+54%2023: -$692.1M-$692.1M2023+151%2024: -$217.5M-$217.5M2024−69%2025: -$105.3M-$105.3M2025−52%
Net income6789102-$95.7M in 2025+82% since 2018
-$800.0M-$600.0M-$400.0M-$200.0M02018: -$52.7M-$52.7M20182019: -$87.2M-$87.2M2019+66%2020: -$224.4M-$224.4M2020+157%2021: -$176.3M-$176.3M2021−21%2022: -$270.4M-$270.4M2022+53%2023: -$675.2M-$675.2M2023+150%2024: -$208.1M-$208.1M2024−69%2025: -$95.7M-$95.7M2025−54%
Fiscal year20182019202020212022202320242025
Revenue$114.0M6$148.9M7$245.3M8$252.8M9$277.2M10$259.0M2$254.4M2$249.3M2
Research and development$36.3M6$53.9M7$84.4M8$106.6M9$138.5M10$105.8M2$86.1M2$72.9M2
Operating income-$55.1M6-$94.7M7-$227.4M8-$179.1M9-$275.9M10-$692.1M2-$217.5M2-$105.3M2
Income before tax-$179.0M8-$269.7M8-$675.3M2-$209.9M2-$94.5M2
Income tax$06-$803.0K7$639.0K8-$5.4M9$64.0K10$3.9M2$2.8M2$434.0K2
Net income-$52.7M6-$87.2M7-$224.4M8-$176.3M9-$270.4M10-$675.2M2-$208.1M2-$95.7M2
Earnings per share-$2.278-$0.699-$19.7210-$47.502-$13.882-$5.962
Earnings per share (diluted)-$2.278-$0.699-$19.7210-$47.502-$13.882-$5.962
Shares (weighted, basic)254.1M shares913.7M shares1014.2M shares215.0M shares216.0M shares2
Shares (weighted, diluted)254.1M shares913.7M shares1014.2M shares215.0M shares216.0M shares2

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Corporate structure

American Well Corp sits at the top of its group. 11 entities, 6 countries on record. Switch between the flow chart and the network, and select any entity to see its details.

Major holders of American Well Corp

  • Senvest Management, LLC Filed SCHEDULE 13G/A on American Well Corp, latest Aug 13, 2026 (6 filings since Oct 14, 2022)
  • Morgan Stanley Filed SCHEDULE 13G/A on American Well Corp, latest May 11, 2026 (2 filings since Nov 6, 2024)
  • Ido Schoenberg Filed SCHEDULE 13G/A on American Well Corp, latest Feb 13, 2026 (5 filings since Feb 14, 2022)
  • Funicular Funds, LP Filed SCHEDULE 13G on American Well Corp, latest Jan 26, 2026
  • Caledonia (Private) Investments Pty Ltd Filed SCHEDULE 13G/A on American Well Corp, latest Nov 14, 2025 (5 filings since Feb 15, 2022)
  • VANGUARD GROUP INC Filed SC 13G/A on American Well Corp, latest Nov 12, 2024 (6 filings since Feb 9, 2022)
  • Allianz SE Filed SC 13G/A on American Well Corp, latest Feb 9, 2022
  • American Well Corp Boston, Massachusetts
    • American Well Corporation Ireland Limited Subsidiary · Ireland
    • American Well Corporation UK Limited Subsidiary · United Kingdom
    • American Well Israel Ltd Subsidiary · Israel
    • AMWELL Colombia SAS Subsidiary · Colombia
    • Amwell Telehealth, LLC Subsidiary · Delaware, United States
    • Avizia LLC Subsidiary · Delaware, United States
    • Conversa Health, LLC Subsidiary · Delaware, United States
    • National Telehealth Network, LLC Subsidiary · Delaware, United States
    • SilverCloud Health Australia Pty LTD Subsidiary · Australia
    • SilverCloud Health Inc. Subsidiary · Delaware, United States

Built from subsidiaries listed in Exhibit 21 of annual reports filed with the SEC; major holders from Schedules 13D and 13G. Each entity in the chart links to its source.

What it owns

What American Well Corp reports owning in its annual reports to the SEC: buildings, land and equipment, real estate and locations, investments, intangible assets and inventory, at the end of its latest fiscal year and a year before.

Property and equipment

ItemLatestA year beforeChange
Property and equipment, before depreciation$11.6M2 Dec 31, 2025$13.5M2 Dec 31, 2024−14.2%
Accumulated depreciation$11.3M2 Dec 31, 2025$13.1M2 Dec 31, 2024−13.4%
Property and equipment, net$225.0K2 Dec 31, 2025$376.0K2 Dec 31, 2024−40.2%
Operating-lease assets (leased space)$3.9M2 Dec 31, 2025$7.2M2 Dec 31, 2024−45.4%

Investments

ItemLatestA year beforeChange
Cash and cash equivalents$182.3M2 Dec 31, 2025$228.3M2 Dec 31, 2024−20.1%

Intangibles and goodwill

ItemLatestA year beforeChange
Goodwill$010 Dec 31, 2024$02 Dec 31, 2023
Intangible assets, net (excluding goodwill)$66.1M2 Dec 31, 2025$101.5M2 Dec 31, 2024−34.9%
Finite-lived intangibles, gross$210.5M2 Dec 31, 2025$223.4M2 Dec 31, 2024−5.7%
Accumulated amortization$144.5M2 Dec 31, 2025$121.8M2 Dec 31, 2024+18.6%
Finite-lived intangibles, net$66.1M2 Dec 31, 2025$101.5M2 Dec 31, 2024−34.9%

Inventory

ItemLatestA year beforeChange
Inventory, total$1.2M2 Dec 31, 2025$2.9M2 Dec 31, 2024−58.5%

Properties, in its own words

Our principal executive office is located in Boston, Massachusetts and is a LEED certified building. We also have offices in Ramat Gan, Israel, Tysons Corner, Virginia, Dublin, Ireland and Bogotá and Medellin, Colombia. All of our office locations are leased. We also maintain hardware inventory in facilities based in San Diego, California.

We have instituted a remote work policy which has allowed us to reduce our office footprint, including approximately 50% of our corporate headquarters footprint, reducing the climate impact associated with our team members’ commuting. We believe that our facilities are adequate to meet our needs for the immediate future, and that, should it be needed, suitable additional space will be available to accommodate any such expansion.

Item 2 of the 10-K filed Feb 12, 2026.5

Leadership

Who has led American Well Corp, and when. Pick a name to see everywhere that person has worked.

Board members and other officers (20)

Subsidiaries and ownership

Subsidiaries (Exhibit 21)

  • AMWELL Colombia SAS Colombia4
  • American Well Corporation Ireland Limited Ireland4
  • American Well Corporation UK Limited England4
  • American Well Israel Ltd Israel4
  • Amwell Telehealth, LLC Delaware4
  • Avizia LLC Delaware4
  • Conversa Health, LLC Delaware4
  • National Telehealth Network, LLC Delaware4
  • SilverCloud Health Australia Pty LTD Australia4
  • SilverCloud Health Inc. Delaware4
  • SilverCloud Health, LLC Delaware4

The subsidiaries the company lists in Exhibit 21 of its annual report, as filed.

Timeline

  1. Aug 4, 20268-K Results of operations40
  2. Jul 21, 20268-K Change of auditor41
  3. Jul 14, 20268-K Executive or director change42
  4. Jun 22, 20268-K Shareholder vote43
  5. May 12, 20268-K Executive or director change44
  6. May 5, 20268-K Results of operations45
  7. Apr 2, 20268-K Executive or director change46
  8. Feb 12, 20268-K Results of operations47
  9. Jan 8, 20268-K Entered a material agreement48
  10. Jan 2, 20268-K Entered a material agreement49
  11. Nov 4, 20258-K Results of operations50
  12. Aug 5, 20258-K Results of operations51
  13. Sep 16, 2020New chief executive Roy Schoenberg becomes CEO16
  14. Sep 16, 2020New chief executive Ido Schoenberg becomes CEO15

Calendar

Coming up

  1. Nov 3, 2026Reports results for the quarter ending Sep/2026 A year earlier it reported ($1.74) a share, on Nov 4, 2025.52

When it reported results

  1. Aug 4, 2026Reported quarterly or annual results40
  2. May 5, 2026Reported quarterly or annual results45
  3. Feb 12, 2026Reported quarterly or annual results47
  4. Nov 4, 2025Reported quarterly or annual results50
  5. Aug 5, 2025Reported quarterly or annual results51
  6. May 1, 2025Reported quarterly or annual results53
  7. Feb 12, 2025Reported quarterly or annual results54
  8. Oct 30, 2024Reported quarterly or annual results55

Upcoming dates from Nasdaq's calendar; past results from the company's 8-K filings (Item 2.02). The full markets calendar

Filings

606 filings to the SEC since October 2021: 6 annual reports, 15 quarterly reports, 51 major events, 358 insider forms, 30 large holders, 146 other. The latest 20:

  1. Oct 5, 20264 EDGAR
  2. Oct 5, 20264 EDGAR
  3. Oct 5, 20264 EDGAR
  4. Oct 5, 20264 EDGAR
  5. Oct 1, 2026144 EDGAR
  6. Oct 1, 2026144 EDGAR
  7. Oct 1, 2026144 EDGAR
  8. Sep 3, 20264 EDGAR
  9. Sep 3, 20264 EDGAR
  10. Sep 3, 20264 EDGAR
  11. Sep 1, 2026144 EDGAR
  12. Sep 1, 2026144 EDGAR
  13. Aug 13, 2026SCHEDULE 13G/A EDGAR
  14. Aug 4, 202610-Q EDGAR
  15. Aug 4, 20268-K EDGAR
  16. Jul 21, 20268-K EDGAR
  17. Jul 14, 20268-K EDGAR
  18. Jul 1, 20264 EDGAR
  19. Jul 1, 20264 EDGAR
  20. Jul 1, 20264 EDGAR

The 606 filings since October 2021 can be filtered by form type and year here when JavaScript is on.

Every filing from the last five years, summarized. The full record is on SEC EDGAR.

Insider trades

288 open-market trades by officers, directors and large owners since October 2021: 1 buys and 287 sales. Grants, option exercises and gifts are left out.

DateWhoTradeSharesPriceValueFiling
Sep 1, 2026HIRSCHHORN MARKChief Financial OfficerSale10,751$11.80$126.9KForm 4
Sep 1, 2026Gotlib PhyllisPresident, InternationalSale3,573$11.80$42.2KForm 4
Sep 1, 2026McNeice Paul FrancisChief Accounting OfficerSale112$11.80$1.3KForm 4
Jul 1, 2026McNeice Paul FrancisChief Accounting OfficerSale653$9.33$6.1KForm 4
Jul 1, 2026HIRSCHHORN MARKChief Financial OfficerSale4,299$9.33$40.1KForm 4
Jul 1, 2026Zamansky DmitryChief Product & Tech. OfficerSale8,460$9.33$78.9KForm 4
Jul 1, 2026Gotlib PhyllisPresident, InternationalSale6,677$9.33$62.3KForm 4
Jun 11, 2026Schlegel Stephen J.DirectorSale9,750$8.76$85.4KForm 4
Jun 1, 2026HIRSCHHORN MARKChief Financial OfficerSale10,761$9.74$104.8KForm 4
Jun 1, 2026Gotlib PhyllisPresident, InternationalSale3,573$9.74$34.8KForm 4
Jun 1, 2026McNeice Paul FrancisChief Accounting OfficerSale112$9.74$1.1KForm 4
May 7, 2026Schoenberg IdoChairman, co-CEOBuy670$7.37$4.9KForm 4
Apr 1, 2026Gotlib PhyllisPresident, InternationalSale3,706$5.30$19.6KForm 4
Apr 1, 2026Zamansky DmitryChief Product & Tech. OfficerSale5,575$5.30$29.5KForm 4
Apr 1, 2026McNeice Paul FrancisChief Accounting OfficerSale383$5.30$2.0KForm 4
Mar 2, 2026Zamansky DmitryChief Product & Tech. OfficerSale2,472$5.45$13.5KForm 4
Mar 2, 2026HIRSCHHORN MARKChief Financial OfficerSale10,796$5.24$56.6KForm 4
Mar 2, 2026Gotlib PhyllisPresident, InternationalSale3,573$5.24$18.7KForm 4
Mar 2, 2026McNeice Paul FrancisChief Accounting OfficerSale130$5.24$681Form 4
Jan 2, 2026Zamansky DmitryChief Product & Tech. OfficerSale6,243$4.85$30.3KForm 4

All 288 trades can be filtered by person here when JavaScript is on.

From Forms 4 filed with the SEC.

Major holders

Investors who own more than 5% of the shares must tell the SEC: a 13D if they may seek to influence the company, a 13G if they hold passively.

Executive pay

What the company paid its top executives, from the summary compensation table in its proxy statement. Total pay includes salary, bonus, stock and option awards and other pay, as the company valued them.

YearExecutiveAgeSalaryTotal pay
2025Ido Schoenberg61$701.8K$4.2M63
2025Dan Zamansky$401.1K$3.2M63
2025Mark Hirschhorn61$575.0K$2.6M63
2024Executive Vice PresidentChief Financial Officer and Chief Operating Officer$96.4K$2.9M63
2024ChairmanChief Executive Officer (CEO)$657.7K$2.1M63

SEC filer profile

How American Well Corp is registered with the Securities and Exchange Commission, from its EDGAR record and the cover page of its latest annual report.

  • Name on EDGARAmerican Well Corp1
  • CIK0001393584
  • Employer ID (EIN)20-50093965
  • Filer statusAccelerated filer not an emerging growth company; a smaller reporting company; not a shell company5
  • Incorporated inDelaware5
  • Fiscal year endsDecember 311
  • Industry code (SIC)7389 Services-Business Services, NEC1
  • SEC reviewing officeOffice of Trade & Services, Division of Corporation Finance1
  • Business address75 State Street, 26Th Floor, Boston, MA 021091
  • Phone617-205-35001
  • Shares outstanding14,904,513 Common Class A shares; 1,369,518 Common Class B shares; 277,777 Common Class C shares as of Jan 30, 20265
  • Public float$125.0M as of Jun 30, 20255
  • AuditorPricewaterhouseCoopers LLP, Boston, Massachusetts, United States PCAOB ID 238; it also attests to the company’s internal control over financial reporting5
  • On EDGAR sinceMar 14, 20071
  • Filings798 in all: 4 (437), 144 (120), 8-K (64), 3 (30), 10-Q (18), SC 13G/A (15), D (10), 4/A (9)1
    All 36 form types

    SC 13G (9), DEFA14A (8), SCHEDULE 13G/A (8), CORRESP (7), S-8 (7), 10-K (6), DEF 14A (6), 5 (5), ARS (4), UPLOAD (4), 424B7 (3), DRSLTR (3), 424B4 (2), D/A (2), DRS (2), DRS/A (2), EFFECT (2), REGDEX (2), S-1 (2), S-1/A (2), SEC STAFF LETTER (2), 10-K/A (1), 8-A12B (1), CERT (1), PRE 14A (1), S-1MEF (1), S-3ASR (1), SCHEDULE 13G (1)

  • Latest filingsAnnual report (10-K) Feb 12, 2026
    Quarterly report (10-Q) Aug 4, 2026
    Proxy statement (DEF 14A) Apr 23, 2026
    Latest 8-K (8-K) Aug 4, 2026

Securities registered for trading

ClassSymbolExchange
Class A common stock, par value of $0.01 per shareAMWLThe New York Stock Exchange

From the cover page of the 10-K filed Feb 12, 2026 (Section 12(b) of the Exchange Act).5

Risk factors and legal proceedings

The risks American Well Corp names in Item 1A of its 10-K filed Feb 12, 2026: 62 risks under these headings, as written.5

  • The risks and uncertainties described below are not the only ones we face. Additional risks and uncertainties that we are unaware of or that we do not currently deem material may also become important factors that adversely affect our business. If any of the events contemplated by the following discussion of risks should occur, our business, financial condition, results of operations and cash flows could suffer significantly. The following is a summary of all the material risks known to us.
  • Risks Related to Our Financial Position
  • We have a history of losses, which we expect to continue, and we may never achieve or sustain profitability.
  • A significant portion of our revenue comes from a limited number of clients and we may be unable to retain our key clients.
  • We may need additional capital to support the growth of our business, which may not be available to us on acceptable terms or at all.
  • We have incurred and may in the future incur non-cash impairment charges.
  • Risks Related to Our Business and Industry
  • The digital care market is still developing and volatile and may develop slower than we expect and be subject to negative publicity.
  • Rapid technological change in our industry presents us with significant risks and challenges.
  • We operate in a competitive industry and may not able to compete effectively.
  • Healthcare reform legislation and other changes in the healthcare industry and in healthcare spending could adversely affect our business, financial condition and results of operations.
  • If growth in the number of individuals covered by our health systems and health plans decreases, or the number of products or services that we are able to sell to our clients decreases due to legal, economic or business developments, our revenue will likely decrease.
The other 52 risks
  • A decline in the prevalence of employer-sponsored healthcare or the emergence of new technologies may render our digital care solution obsolete or require us to expend significant resources in order to remain competitive.
  • Our new digital care offerings may not be adopted by our clients and we may fail to innovate and develop new software offerings that are adopted by our clients.
  • If we fail to develop widespread brand awareness cost-effectively, our business may suffer.
  • If AMG providers or experts or American Well Corporation experts are characterized as employees, AMG and American Well Corporation, as applicable, would be subject to employment and withholding liabilities.
  • Our business could be adversely affected by health epidemics, pandemics and other public health emergencies.
  • Our senior management team and skilled workforce are crucial for executing our business strategy.
  • Our growth depends in part on the success of our strategic relationships with third parties.
  • Our digital care strategy depends on the ability of our affiliated medical group to maintain and expand its network of skilled qualified providers. If it is unable to do so, our future growth would be limited and our business, financial condition and results of operations would be harmed.
  • We may not grow at the rates we historically have achieved or at all, even if our key metrics may indicate growth.
  • We may be unable to successfully execute on our growth initiatives, business strategies or operating plans.
  • We may not be able to quickly scale our capabilities when needed.
  • The estimates of market opportunity and forecasts of market growth included in this Annual Report may prove to be inaccurate, and even if the market in which we compete achieves the forecasted growth, our business could fail to grow at similar rates, if at all.
  • Our quarterly results may fluctuate significantly.
  • We incur significant upfront costs in our client relationships, and if we are unable to maintain and grow these client relationships over time, we are likely to fail to recover these costs.
  • Our sales cycle can be long and unpredictable and requires considerable time and expense, which may cause our results of operations to fluctuate.
  • Economic uncertainties or downturns in the general economy or the industries in which our clients operate could disproportionately affect the demand for our solution and negatively impact our results of operations.
  • With respect to our international operations, we face political, legal and compliance, operational, regulatory, economic and other risks that we do not face or that are more significant than in our domestic operations.
  • Risks Related to Information Technology
  • We rely on data center providers, Internet infrastructure, bandwidth providers, third-party computer hardware and software, other third parties and our own systems for providing services to our clients and consumers, and any failure or interruption in the services provided by these third parties or our own systems could expose us to litigation and negatively impact our relationships with clients, adversely affecting our brand and our business.
  • If our or our vendors’ security measures fail or are breached and unauthorized access to a client’s data or information systems is obtained, our services may be perceived as insecure, we may incur significant liabilities, our reputation may be harmed, and we could lose sales and clients.
  • Our proprietary software may not operate properly, which could damage our reputation, give rise to claims against us or divert application of our resources from other purposes.
  • If we cannot implement our solution for clients or resolve any technical issues in a timely manner, we may lose clients and our reputation may be harmed.
  • We may be subject to claims for technology integration problems and warranties.
  • Risks Related to Intellectual Property
  • Any failure to protect, enforce or defend our intellectual property rights could impair our ability to protect our technology and our brand.
  • Third parties may challenge the validity of our patents and trademarks, or oppose our patent and trademark applications. We may not be able to obtain and enforce additional patents to protect our proprietary rights from use by potential competitors. Companies with other patents could require us to stop using or pay to use required technology.
  • We could incur substantial costs as a result of any claim of infringement of another party’s intellectual property rights.
  • Risks Related to Litigation and Liability
  • We may become subject to medical liability claims, which could cause us to incur significant expenses and may require us to pay significant damages if not covered by insurance.
  • We could experience losses or liability not covered by insurance.
  • Any future litigation against us could be costly and time-consuming to defend.
  • Risks Related to Taxation
  • Recent changes in U.S. tax laws could adversely affect our operating results and financial condition.
  • We may not be permitted to file as a consolidated group for U.S. federal income tax and certain state tax purposes.
  • Certain U.S. state and local tax authorities may assert that we have a nexus with such states or localities and may seek to impose state and local income taxes on our income allocated to such state and localities.
  • Taxing authorities may successfully assert that we should have collected or in the future should collect sales and use or similar taxes for digital care services which could adversely affect our results of operations.
  • Our ability to use our net operating losses to offset future taxable income may be subject to certain limitations.
  • Risks Related to Strategic Initiatives
  • We may acquire other companies or technologies, which could divert our management’s attention, result in dilution to our stockholders and otherwise disrupt our operations and we may have difficulty integrating any such acquisitions successfully or realizing the anticipated benefits therefrom.
  • We may enter into collaborations, in-licensing arrangements, joint ventures, strategic alliances or partnerships with third-parties that may not result in the development of commercially viable solutions or the generation of significant future revenues.
  • Risks Related to Government Regulation
  • Our failure to comply with the anti-corruption, trade compliance and economic sanctions laws and regulations of the United States and applicable international jurisdictions could materially adversely affect our reputation and results of operations.
  • Our business could be adversely affected by legal challenges to our business model or by actions restricting our ability to provide the full range of our services in certain jurisdictions.
  • We are dependent on our relationships with affiliated professional entities, which we do not own, to provide physician services, and our business would be adversely affected if those relationships were disrupted.
  • Evolving government regulations may result in increased costs or adversely affect our results of operations.
  • We conduct business in a heavily regulated industry and if we fail to comply with these laws and government regulations, we could incur penalties or be required to make significant changes to our operations or experience adverse publicity, which could have a material adverse effect on our business, financial condition, and results of operations.
  • Our use and disclosure of personally identifiable information, including PHI, personal data, and other health information, is subject to state, federal and foreign privacy and security regulations, and our failure to comply with those regulations or to adequately secure the information we hold could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base, member and patient bases and revenue.
  • State, federal and foreign privacy and security laws and regulations are constantly evolving and our failure to comply with such changes could result in significant liability or reputational harm and, in turn, a material adverse effect on our client base, patient and members bases and revenue.
  • Security breaches, loss of data and other disruptions could compromise sensitive information related to our business or prevent us from accessing critical information and expose us to liability, which could adversely affect our business and our reputation.
  • Risks Related to Ownership of Our Class A Common Stock
  • The multiple class structure of our common stock and the ownership of Class B common stock by our Founders will have the effect of concentrating voting control with our Founders for the foreseeable future, which will limit or preclude your ability to influence corporate matters.
  • Our multiple class structure may depress the trading price or liquidity of our Class A common stock.
  • Provisions in our amended and restated certificate of incorporation and amended and restated by-laws and Delaware law could discourage, delay or prevent a change of control of our company and may affect the trading price of our Class A common stock.
  • We are a “controlled company” within the meaning of NYSE rules and, as a result, we qualify for, and may in the future rely on, exemptions from certain corporate governance requirements.
  • The provision of our amended and restated certificate of incorporation requiring exclusive forum in certain courts in the State of Delaware or the federal district courts of the United States for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.
  • The price of our Class A common stock has been and may continue to be volatile and fluctuate substantially.
  • Sales of a substantial number of shares of our Class A common stock in the public market, or the perception in the market that the holders of a large number of shares intend to sell shares, could cause the market price of our Class A common stock to drop significantly, even if our business is doing well.
  • If securities or industry analysts do not continue to publish research or reports about our business, or if they issue an adverse or misleading opinion regarding our stock, our stock price and trading volume could decline.
  • Because we do not anticipate paying any cash dividends on our capital stock in the foreseeable future, capital appreciation will be your sole source of gain, if any.

Legal proceedings

From time to time, we may become involved in legal proceedings arising in the ordinary course of our business. We are not presently a party to any legal proceedings that, in the opinion of our management, would individually or taken together have a material adverse effect on our business, financial condition, results of operations or cash flows. Regardless of outcome, litigation can have an adverse impact on us due to defense and settlement costs, diversion of management resources, negative publicity, reputational harm and other factors.

The opening of Item 3, Legal Proceedings.5

Sources

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  33. 33
  34. 34
  35. 35
  36. 36
  37. 37
  38. 38
  39. 39
  40. 40
  41. 41
  42. 42
  43. 43
  44. 44
  45. 45
  46. 46
  47. 47
  48. 48
  49. 49
  50. 50
  51. 51
  52. 52
  53. 53
  54. 54
  55. 55
  56. 56
  57. 57
  58. 58
  59. 59
  60. 60
  61. 61
  62. 62
  63. 63