American Well Corp 8-K

What Happened
American Well Corporation announced it entered into an Amended and Restated Statement of Work (SOW) with Elevance Health, Inc., effective January 1, 2026 (signed January 5, 2026). The SOW replaces the parties’ prior SOW dated January 1, 2023 and continues the arrangement under which American Well operates a white‑labeled digital care delivery platform under the LiveHealth Online® brand for Elevance Health. Elevance Health will pay annual subscription fees and may engage American Well for agreed professional services, development, innovation, and engagement marketing work.

Key Details

• Term: 3-year initial term from January 1, 2026 through January 1, 2029, then automatically renews for successive one‑year terms unless terminated.
• Fees & services: Elevance Health is obligated to pay annual subscription fees and can contract for additional services (professional services, development, innovation, engagement marketing).
• Termination: Either party may terminate after cure periods for material breaches or upon bankruptcy/insolvency; Elevance Health also may terminate for certain security/confidentiality breaches, specified change‑of‑control events, or “at convenience” with 365 days’ written notice.
• Disclosure: Portions of the SOW filed as Exhibit 10.1 are redacted under Item 601(b)(10) (company confidential terms).

Why It Matters
This filing documents the extension and formalization of a core commercial relationship for American Well: operating Elevance Health’s LiveHealth Online platform is a recurring-revenue arrangement (annual subscription fees) and a source of potential additional services revenue. The multi‑year term and auto‑renewal provide revenue visibility through at least 2029 absent early termination, while the termination rights (including a 365‑day convenience right for Elevance Health) outline downside risks that investors should note. The attached SOW (with customary redactions) is the primary source document for the detailed commercial and contractual terms.