1life Healthcare (ONEM) DEFM14AProxy related to merger

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 14A

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant  ☒

Filed by a party other than the Registrant  ☐

Check the appropriate box:

1Life Healthcare, Inc.

(Name of Registrant as Specified In Its Charter)

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

1Life Healthcare, Inc.

One Embarcadero Center, Suite 1900

San Francisco, CA 94111

Dear Stockholders of 1Life Healthcare, Inc.:

You are cordially invited to attend a virtual special meeting (including any adjournments or postponements thereof, the “Special Meeting”) of stockholders of 1Life Healthcare, Inc. (“1Life”) to be held virtually on September 22, 2022, at 8:30 a.m. Pacific Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/ONEM2022SM.

At the Special Meeting, you will be asked to consider and vote on (i) a proposal to adopt the Agreement and Plan of Merger, dated July 20, 2022 (such agreement, as it may be amended, modified or supplemented from time to time, the “Merger Agreement”), by and among 1Life, Amazon.com, Inc., a Delaware corporation (“Amazon”), and Negroni Merger Sub, Inc., a Delaware corporation and an indirect wholly-owned subsidiary of Amazon (“Merger Sub”) providing for the acquisition of 1Life by Amazon, (ii) a proposal to approve, on an advisory (non-binding) basis, the compensation that may be paid or become payable to 1Life’s named executive officers that is based on or otherwise relates to the Merger Agreement and the transactions contemplated by the Merger Agreement (the “Compensation Proposal”), and (iii) a proposal to approve the adjournment of the Special Meeting to a later date or dates, if necessary or appropriate, including to solicit additional proxies to approve the proposal to adopt the Merger Agreement if there are insufficient votes to adopt the Merger Agreement at the time of the Special Meeting (the “Adjournment Proposal”). Upon the terms and subject to the conditions of the Merger Agreement, Amazon will acquire 1Life via the merger of Merger Sub with and into 1Life, with 1Life continuing as the surviving corporation and an indirect wholly-owned subsidiary of Amazon (the “Merger”).

If the Merger is completed, you will be entitled to receive $18.00 in cash, without interest thereon, for each share of 1Life common stock (“common stock”) that you own immediately prior to the time at which the Merger will become effective (unless you are entitled to and have properly exercised and not waived, withdrawn, failed to perfect or otherwise lost your appraisal rights), which represents a premium of approximately 83% to the closing price of 1Life’s common stock on July 19, 2022, the last full trading day prior to the entry into the Merger Agreement.

1Life’s Board of Directors (the “Board of Directors”), after considering the factors more fully described in the enclosed proxy statement, has unanimously: (i) determined that the Merger Agreement, the Merger and the other transactions contemplated by the Merger Agreement (together with the Merger, the “Transactions”) are fair to, and in the best interests of, 1Life and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions, (iii) resolved to recommend adoption of the Merger Agreement and approval of the Transactions by the stockholders of 1Life and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of 1Life.

The Board of Directors unanimously recommends, on behalf of 1Life, that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

The enclosed proxy statement provides detailed information about the Special Meeting, the Merger Agreement and the Merger. A copy of the Merger Agreement is attached as Annex A to the proxy statement. We urge you to read both the proxy statement and Merger Agreement carefully in their entirety.

The proxy statement also describes the actions and determinations of the Board of Directors in connection with its evaluation of the Merger Agreement and the Merger. You should carefully read and consider the entire enclosed proxy statement and its annexes, including, but not limited to, the Merger Agreement, as they contain important information about, among other things, the Merger and how it affects you.

Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote at the meeting your vote will revoke any proxy that you have previously submitted.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

Your vote is very important, regardless of the number of shares that you own. We cannot complete the Merger unless the proposal to adopt the Merger Agreement is approved by the affirmative vote of the holders of a majority of all outstanding shares of 1Life’s common stock as of the close of business on August 22, 2022 which is the record date (“Record Date”) for the Special Meeting.

Stockholders who do not vote in favor of the proposal to adopt the Merger Agreement, and who object in writing to the Merger prior to the vote on the proposal to adopt the Merger Agreement at the Special Meeting and comply with all of the applicable requirements of Delaware law, which are summarized in the section captioned “The Merger—Appraisal Rights” in the accompanying proxy statement and reproduced in their entirety in Annex C to the accompanying proxy statement, will be entitled to appraisal rights to obtain the fair value of their shares of 1Life.

If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or the accompanying proxy statement, would like additional copies of the accompanying proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

(800) 322-2885

proxy@mackenziepartners.com

On behalf of the Board of Directors, I thank you for your support and appreciate your consideration of this matter.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of the Merger, passed upon the merits or fairness of the Merger Agreement or the transactions contemplated thereby, including the proposed Merger, or passed upon the adequacy or accuracy of the information contained in the accompanying proxy statement. Any representation to the contrary is a criminal offense.

This proxy statement is dated August 24, 2022, and is first being mailed to our stockholders on or about August 24, 2022.

1Life Healthcare, Inc.

One Embarcadero Center, Suite 1900

San Francisco, CA 94111

(415) 814-0927

NOTICE OF SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 22, 2022

Notice is hereby given that a virtual special meeting of stockholders (including any adjournments or postponements thereof, the “Special Meeting”) of 1Life Healthcare, Inc., a Delaware corporation (“1Life”), to be held virtually on September 22, at 8:30 a.m. Pacific Time via live audio webcast on the Internet at www.virtualshareholdermeeting.com/ONEM2022SM, for the following purposes:

Only stockholders of record as of the close of business on August 22, 2022, are entitled to notice of the Special Meeting and to vote at the Special Meeting or any adjournment, postponement or other delay thereof.

1Life’s Board of Directors (the “Board of Directors”) unanimously recommends, on behalf of 1Life, that you vote: (1) “FOR” the adoption of the Merger Agreement; (2) “FOR” the approval, on an advisory (non-binding) basis, of the Compensation Proposal; and (3) “FOR” the Adjournment Proposal.

All stockholders are invited to attend the Special Meeting virtually. Whether or not you plan to attend the Special Meeting virtually, please sign, date and return, as promptly as possible, the enclosed proxy card in the accompanying prepaid reply envelope or grant your proxy electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). If you attend the Special Meeting and vote virtually, your vote will revoke any proxy that you have previously submitted. If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your bank, broker or other nominee cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

1LIFE HEALTHCARE, INC.

One Embarcadero Center, Suite 1900

San Francisco, CA 94111

PROXY STATEMENT

FOR THE SPECIAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 22, 2022

IMPORTANT NOTICE REGARDING THE PROXY MATERIALS

FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD ON SEPTEMBER 22, 2022

This proxy statement is available on the investor relations page of our website at http://investor.onemedical.com/. The information provided on, or accessible through, our website is not part of this proxy statement, and therefore is not incorporated herein by reference. We intend to commence mailing of these proxy materials on or about August 24, 2022 to all stockholders of record entitled to vote at the Special Meeting.

A complete list of the stockholders entitled to vote at the Special Meeting will be available for examination during regular business hours for the ten (10) days prior to the Special Meeting at our principal executive offices, located at One Embarcadero Center, Suite 1900, San Francisco, CA 94111. Stockholders may examine the list for any legally valid purpose related to the Special Meeting. If you would like to examine the list, please email us at investor@onemedical.com. This list also will be available during the Special Meeting at www.virtualshareholdermeeting.com/ONEM2022SM.

YOUR VOTE IS IMPORTANT

WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING VIRTUALLY, WE ENCOURAGE YOU TO SUBMIT YOUR PROXY AS PROMPTLY AS POSSIBLE: (1) BY TELEPHONE; (2) THROUGH THE INTERNET; OR (3) BY SIGNING AND DATING THE ENCLOSED PROXY CARD AND RETURNING IT IN THE POSTAGE-PAID ENVELOPE PROVIDED. You may revoke your proxy or change your vote at any time before it is voted at the Special Meeting.

If you hold your shares in “street name,” you should instruct your bank, broker or other nominee how to vote your shares in accordance with the voting instruction form that you will receive from your bank, broker or other nominee. Your broker or other agent cannot vote on any of the proposals, including the proposal to adopt the Merger Agreement, without your instructions.

If you are a stockholder of record, voting virtually at the Special Meeting will revoke any proxy that you previously submitted. If you hold your shares through a bank, broker or other nominee, you must obtain a “legal proxy” in order to vote virtually at the Special Meeting.

If you fail to (1) return your proxy card, (2) grant your proxy electronically over the Internet or by telephone or (3) vote virtually at the Special Meeting, your shares will not be counted for purposes of determining whether a quorum is present at the Special Meeting and, if a quorum is present, will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement, the Compensation Proposal and the Adjournment Proposal (as defined below).

You should carefully read and consider the entire accompanying proxy statement and its annexes, including, but not limited to, the Merger Agreement, along with all of the documents incorporated by reference into the accompanying proxy statement, as they contain important information about, among other things, the Merger and how it affects you. If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

(800) 322-2885

proxy@mackenziepartners.com

TABLE OF CONTENTS

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QUESTIONS AND ANSWERS

The following questions and answers address some commonly asked questions regarding the Merger, the Merger Agreement and the Special Meeting. These questions and answers may not address all questions that are important to you. You should carefully read and consider the more detailed information contained elsewhere in this proxy statement and the annexes to this proxy statement, including, but not limited to, the Merger Agreement, along with all of the documents we refer to in this proxy statement, as they contain important information about, among other things, the Merger and how it affects you. You may obtain the information incorporated by reference in this proxy statement without charge by following the instructions under the caption “Where You Can Find More Information.”

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Each holder of 1Life common stock is entitled to cast one (1) vote on each matter properly brought before the Special Meeting for each such share of 1Life common stock that such holder owned on the Record Date.

Attending the Special Meeting as a Guest. Guests may enter the Special Meeting in “listen-only” mode by entering the Special Meeting via the live audio webcast on the Internet at www.virtualshareholdermeeting.com/ONEM2022SM and entering the information requested in the “Guest Login” section. Guests will not have the ability to vote or ask questions at the Special Meeting.

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For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of 1Life Options, 1Life RSUs and 1Life Phantom Awards.”

The Closing of the Merger is considered a “fundamental change” under the Indenture governing the Convertible Notes, requiring 1Life to offer to repurchase from holders the Convertible Notes for par value, plus accrued and unpaid interest to, but excluding, the fundamental change repurchase date. This will occur only following completion of the Merger. In the event that Amazon desires to consummate a Repurchase Transaction, in Amazon’s sole discretion, each of 1Life, Amazon and Merger Sub will use their respective commercially reasonable efforts to cooperate with one another in good faith to permit such Repurchase Transaction; provided that (i) the Repurchase Transaction will not be consummated prior to the Closing; and (ii) Amazon will pay all reasonable and documented out-of-pocket fees and expenses incurred by 1Life in taking actions requested by Amazon in connection with a Repurchase Transaction.

For more information, see the section in this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Convertible Notes.”

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If a quorum is present at the Special Meeting, the failure of any stockholder of record to: (i) submit a signed proxy card; (ii) grant a proxy over the Internet or by telephone (using the instructions provided in the enclosed proxy card); or (iii) vote virtually at the Special Meeting will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If you hold your shares in “street name” and a quorum is present at the Special Meeting, the failure to instruct your bank, broker or other nominee how to vote your shares will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement. If a quorum is present at the Special Meeting, abstentions will have the same effect as a vote “AGAINST” the proposal to adopt the Merger Agreement.

As of the close of business on August 22, 2022, the Record Date for the Special Meeting, there were 195,812,174, shares of common stock outstanding.

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Approval of the Adjournment Proposal requires either (i) if a quorum is present, the affirmative vote of the majority of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the Special Meeting and entitled to vote generally on the subject matter or (ii) if a quorum is not present, the vote of the holders of a majority of the shares represented at the Special Meeting.

For a discussion of the factors that the Board of Directors considered in determining to recommend that you vote to approve the proposal to adopt the Merger Agreement, please see the section captioned “Proposal 1: Adoption of the Merger Agreement — The Board of Directors’ Recommendation; 1Life Adverse Recommendation Change.” In addition, when considering the recommendation of the Board of Directors, you should be aware that some of 1Life’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders more generally. For a discussion of these interests, please see the section captioned “The Merger — Interests of 1Life’s Directors and Executive Officers in the Merger.”

Failure to vote your shares of common stock (including a failure of your broker, bank or other nominee to vote shares held on your behalf) will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement. If your shares are not deemed present or represented by proxy at the Special Meeting, then a failure to vote will not have any effect on the Adjournment Proposal or the Compensation Proposal. If your shares are deemed present or represented by proxy, then a failure to vote your shares will have the same effect as a vote “AGAINST” the Adjournment Proposal only if a quorum is not present, and will have no effect on the Compensation Proposal or, if a quorum is present, on the Adjournment Proposal. Because brokers, banks and other nominees do not have discretionary voting authority with respect to the proposal to adopt the Merger Agreement, the Compensation Proposal or the Adjournment Proposal, if a beneficial owner of shares of common stock held in street name does not give voting instructions to the broker, bank

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or other nominee with respect to any of the proposals, then those shares will not be present or represented by proxy at the Special Meeting and will not be counted for purposes of determining whether a quorum is present at the Special Meeting. However, if a beneficial owner of shares of common stock held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal. Therefore, it is important that you instruct your broker, bank or other nominee on how you wish to vote your shares.

If your shares are held through a bank, broker or other nominee, you are considered the “beneficial owner” of shares of common stock held in “street name.” In that case, this proxy statement has been forwarded to you by your bank, broker or other nominee who is considered, with respect to those shares, to be the stockholder of record. As the beneficial owner, you have the right to direct your bank, broker or other nominee how to vote your shares by following their instructions for voting. Because of the non-routine nature of the Special Meeting Proposals, your broker, bank or other nominee is not authorized to vote your shares on any proposal without instructions from you. You are also invited to attend the Special Meeting. However, because you are not the stockholder of record, you may not vote your shares virtually at the Special Meeting unless you have obtained a legal proxy from your broker, bank or other nominee, as the stockholder of record, authorizing you to vote your shares.

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A control number, located on your proxy card, is designed to verify your identity and allow you to vote your shares of common stock, and to confirm that your voting instructions have been properly recorded when voting electronically over the Internet or by telephone (using the instructions provided in the enclosed proxy card). Please be aware that, although there is no charge for voting your shares, if you vote electronically over the Internet or by telephone, you may incur costs such as Internet access and telephone charges for which you will be responsible.

Even if you plan to attend the Special Meeting virtually, you are strongly encouraged to vote your shares of common stock by proxy. If you are a record holder or if you obtain a “legal proxy” to vote shares that you beneficially own, you may still vote your shares of common stock virtually at the Special Meeting even if you have previously voted by proxy. If you are present at the Special Meeting and vote virtually, your previous vote by proxy will not be counted.

If your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee, or, if such a service is provided by your bank, broker or other nominee, electronically over the Internet or by telephone. To vote over the Internet or by telephone through your bank, broker or other nominee, you should follow the instructions on the voting form provided by your bank, broker or nominee.

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If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote virtually at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

If you properly sign your proxy card but do not mark the boxes showing how your shares should be voted on a matter, the shares represented by your properly signed proxy will be voted: (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

You may receive more than one set of voting materials, including multiple copies of this proxy statement and multiple proxy cards or voting instruction cards. For example, if you hold your shares in more than one brokerage account, you will receive a separate voting instruction card for each brokerage account in which you hold shares. If you are a stockholder of record and your shares are registered in more than one name, you will receive more than one proxy card.

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If your shares of 1Life common stock are held in “street name” by your broker, bank or other nominee, you will receive instructions from your broker, bank or other nominee as to how to effect the surrender of your “street name” shares of 1Life common stock in exchange for the Merger Consideration, and you will not be mailed, and do not need to complete, a letter of transmittal.

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

(800) 322-2885

proxy@mackenziepartners.com

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FORWARD-LOOKING STATEMENTS

This proxy statement contains forward-looking statements which involve substantial risks and uncertainties and are based on 1Life’s beliefs and assumptions and on information currently available to 1Life. All statements other than statements of historical facts contained in this proxy statement, including statements regarding the Transactions, are forward-looking statements. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. In some cases, you can identify forward-looking statements because they contain words such as “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “plan,” “potential,” “predict,” “project,” “should,” “will,” or “would,” or the negative of these words or other similar terms or expressions.

Forward-looking statements involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from any future results, performance or achievements expressed or implied by the forward-looking statements. Forward-looking statements represent our current beliefs, estimates and assumptions only as of the date of this proxy statement and information contained in this proxy statement should not be relied upon as representing 1Life’s estimates as of any subsequent date. These statements, and related risks, uncertainties, factors and assumptions, include, but are not limited to:

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In addition, statements that “we believe” and similar statements reflect our beliefs and opinions on the relevant subject. These statements are based on information available to us as of the date of this proxy statement. While we believe that information provides a reasonable basis for these statements, that information may be limited or incomplete. Our statements should not be read to indicate that we have conducted an exhaustive inquiry into, or review of, all relevant information. These statements are inherently uncertain, and investors are cautioned not to unduly rely on these statements as predictions of future events.

These risks are not exhaustive. Except as required by law, 1Life assumes no obligation to update these forward-looking statements, or to update the reasons actual results could differ materially from those anticipated in the forward-looking statements, even if new information becomes available in the future. Further information on factors that could cause actual results to differ materially from the results anticipated by 1Life’s forward-looking statements is included in the reports 1Life has filed or will file with the SEC, including 1Life’s Annual Report on Form 10-K for the year ended December 31, 2021, 1Life’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2022 and subsequent filings 1Life makes with the SEC. These filings, when available, are available on the investor relations section of 1Life’s website at investor.onemedical.com and on the SEC’s website at www.sec.gov.

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THE SPECIAL MEETING

The enclosed proxy is solicited on behalf of the Board of Directors for use at the Special Meeting.

Date, Time and Place

We will hold the Special Meeting virtually on September 22, 2022, at 8:30 a.m. Pacific Time via the live audio webcast on the Internet at www.virtualshareholdermeeting.com/ONEM2022SM and, if applicable, at any adjournment or postponement thereof.

Purpose of the Special Meeting

At the Special Meeting, we will ask stockholders to vote on proposals to: (i) adopt the Merger Agreement; (ii) approve, on an advisory (non-binding) basis, the Compensation Proposal; and (iii) approve the Adjournment Proposal.

We do not expect that any matters other than the proposals set forth above will be brought before the Special Meeting, and only matters specified in the notice of the meeting may be acted upon at the Special Meeting.

Our stockholders must approve the proposal to adopt the Merger Agreement in order for the Merger to be consummated. If our stockholders fail to approve the proposal to adopt the Merger Agreement, the Merger will not be consummated. A copy of the Merger Agreement is attached as Annex A to this proxy statement, which we urge you to read carefully in its entirety.

Record Date; Shares Entitled to Vote; Quorum

Only stockholders of record as of the Record Date are entitled to notice of the Special Meeting and to vote at the Special Meeting. A list of stockholders entitled to vote at the Special Meeting will be available at our principal executive offices located at 136 One Embarcadero Center, Suite 1900, San Francisco, CA 94111, during regular business hours for a period of no less than ten (10) days before the Special Meeting and will be available electronically at the Special Meeting.

The presence, in person, by remote communication, if applicable, or by proxy duly authorized, of the holders of a majority of the outstanding shares of stock entitled to vote shall constitute a quorum for the transaction of business at the Special Meeting. Assuming the Special Meeting is held solely by means of remote communication, as it is currently scheduled to be, no shares will be present in person at the Special Meeting, and only shares present virtually or represented by proxy at the Special Meeting will be counted in determining whether a quorum is present. As of the Record Date, there were 195,812,174 shares of common stock outstanding and entitled to vote at the Special Meeting, meaning that 97,906,088 shares of common stock must be represented virtually or by proxy at the Special Meeting to have a quorum. In the event that a quorum is not present at the Special Meeting, it is expected that the meeting will be adjourned to solicit additional proxies to approve the proposal to adopt the Merger Agreement.

Vote Required; Abstentions and Failure to Vote

The affirmative vote of the holders of a majority of all outstanding shares of 1Life’s common stock on the Record Date is required to adopt the Merger Agreement. As of the Record Date, 97,906,088 shares constitute a majority of the outstanding shares of common stock. Adoption of the Merger Agreement by stockholders is a condition to the Closing.

The affirmative vote of the majority of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the Special Meeting and entitled to vote generally on the subject matter is required to approve the Compensation Proposal, on an advisory (non-binding) basis, provided a

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quorum is present. Assuming the Special Meeting is held solely by means of remote communication, as it is currently scheduled to be, no shares will be present in person at the Special Meeting, and only shares present virtually or represented by proxy at the Special Meeting will be able to be voted.

Approval of the Adjournment Proposal requires either (i) if a quorum is present, the affirmative vote of the majority of the shares present in person, by remote communication, if applicable, or represented by proxy duly authorized at the Special Meeting and entitled to vote generally on the subject matter or (ii) if a quorum is not present, the vote of the holders of a majority of the shares represented at the Special Meeting.

An abstention represents a stockholder’s affirmative choice to decline to vote on a proposal. If a stockholder abstains from voting, that abstention will have the same effect as if the stockholder voted “AGAINST” the proposal to adopt the Merger Agreement, the Compensation Proposal and the Adjournment Proposal. However, abstentions are counted as shares present or represented by proxy at the Special Meeting for the purposes of determining whether a quorum is present at the Special Meeting. As a result, an abstention of any of the aforementioned proposals will be counted for purposes of determining the presence or absence of a quorum, but will count as a vote “AGAINST” each of the proposal to adopt the Merger Agreement, the Compensation Proposal and the Adjournment Proposal.

Failure to vote your shares of common stock (including a failure of your broker, bank or other nominee to votes shares held on your behalf) will also count as a vote “AGAINST” the proposal to adopt the Merger Agreement. If your shares are not deemed present or represented by proxy at the Special Meeting, then a failure to vote will not have any effect on the Adjournment Proposal or the Compensation Proposal. If your shares are deemed present or represented by proxy, then a failure to vote your shares will have the same effect as a vote “AGAINST” the Adjournment Proposal only if a quorum is not present, and will have no effect on the Compensation Proposal or, if a quorum is present, on the Adjournment Proposal. Because brokers, banks and other nominees do not have discretionary voting authority with respect to the proposal to adopt the Merger Agreement, the Compensation Proposal or the Adjournment Proposal, if a beneficial owner of shares of common stock held in street name does not give voting instructions to the broker, bank or other nominee with respect to any of the proposals, then those shares will not be present or represented by proxy at the Special Meeting and will not be counted for purposes of determining whether a quorum is present at the Special Meeting. However, if a beneficial owner of shares of common stock held in street name gives voting instructions to the broker, bank or other nominee with respect to at least one of the proposals, but gives no instruction as to one or more of the other proposals, then those shares will be deemed present at the Special Meeting for purposes of establishing a quorum at the Special Meeting, will be voted as instructed with respect to any proposal as to which instructions were given, and will not be voted with respect to any other proposal.

Shares Held by 1Life’s Directors and Executive Officers

As of the Record Date, our directors and executive officers owned and were entitled to vote, in the aggregate, 1,585,389 shares of common stock, representing approximately 1% of the shares of common stock outstanding on the Record Date (and approximately 11% of the shares of common stock outstanding when taking into account 1Life Options and 1Life RSUs held, in the aggregate, by our directors and executive officers).

Our directors and executive officers have informed us that they currently intend to vote all of their respective shares of common stock (i) “FOR” the adoption of the Merger Agreement, (ii) “FOR” the Compensation Proposal, and (iii) “FOR” the Adjournment Proposal.

Voting of Proxies

If, on the Record Date, your shares are registered directly in your name with our transfer agent, American Stock Transfer & Trust Company, LLC, you may cause your shares to be voted by returning a signed and dated proxy card in the accompanying prepaid envelope, or you may vote virtually at the Special Meeting. Additionally, you may grant a proxy electronically over the Internet or by telephone (using the instructions

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provided in the enclosed proxy card). You must have the enclosed proxy card available, and follow the instructions on the proxy card, in order to grant a proxy electronically over the Internet or by telephone. Based on your proxy card or Internet and telephone proxies, the proxy holders will vote your shares according to your directions.

If you plan to attend the Special Meeting and wish to vote virtually, you will need to enter the 16-digit control number found next to the label “Control Number” on your proxy card, or in the email sending you the proxy statement. If you attend the Special Meeting and vote virtually, your vote will revoke any previously submitted proxy. If your shares are registered directly in your name, you are encouraged to vote by proxy even if you plan to attend the Special Meeting virtually.

Voting instructions are included on your proxy card. All shares represented by properly signed and dated proxies received in time for the Special Meeting will be voted at the Special Meeting in accordance with the instructions of the stockholder. Properly signed and dated proxies that do not contain voting instructions will be voted:

If, on the Record Date, your shares are held in “street name” through a bank, broker or other nominee, you may vote through your bank, broker or other nominee by completing and returning the voting form provided by your bank, broker or other nominee or attending the Special Meeting and voting virtually with a “legal proxy” from your bank, broker or other nominee. If such a service is provided, you may vote over the Internet or telephone through your bank, broker or other nominee by following the instructions on the voting form provided by your bank, broker or other nominee. If you do not return the voting form provided by your bank, broker or other nominee, do not vote via the Internet or telephone through your bank, broker or other nominee, if possible, or do not attend the Special Meeting and vote virtually with a “legal proxy” from your bank, broker or other nominee, it will have the same effect as if you voted “AGAINST” the proposal to adopt the Merger Agreement, but will have no effect on the Compensation Proposal or the Adjournment Proposal.

Revocability of Proxies

If you are a stockholder of record entitled to vote at the Special Meeting, you may change your vote or revoke your proxy at any time before it is voted at the Special Meeting by:

If you have submitted a proxy, your virtual appearance at the Special Meeting will not have the effect of revoking your prior proxy; provided that you do not vote virtually or submit an additional proxy or revocation, which, in each case, will have the effect of revoking your proxy.

If you hold your shares of common stock in “street name,” you should contact your bank, broker or other nominee for instructions regarding how to change your vote. You may also vote virtually at the Special Meeting if you obtain a “legal proxy” from your bank, broker or other nominee.

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Adjournments and Recess

Although it is not currently expected, the Special Meeting may be adjourned or recessed to a later date or dates, including for the purpose of soliciting additional proxies, if there are insufficient votes at the time of the Special Meeting to approve the proposal to adopt the Merger Agreement or if a quorum is not present at the Special Meeting. Other than an announcement to be made at the Special Meeting of the time, date and place of an adjourned meeting, an adjournment generally may be made without notice. Any adjournment or recess of the Special Meeting for the purpose of soliciting additional proxies will allow the stockholders who have already sent in their proxies to revoke them at any time prior to their use at the Special Meeting as adjourned or recessed.

Board of Directors’ Recommendation

The Board of Directors, after considering various factors described under the caption, “The Merger—Recommendation of the Board of Directors and Reasons for the Merger,” has unanimously: (i) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, 1Life and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions, (iii) resolved to recommend adoption of the Merger Agreement and approval of the Transactions by the stockholders of 1Life and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of 1Life.

Accordingly, the Board of Directors unanimously recommends, on behalf of 1Life, that you vote: (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

Solicitation of Proxies

The expense of soliciting proxies will be borne by 1Life. 1Life has retained MacKenzie Partners, Inc. (“MacKenzie”), a proxy solicitation firm, to solicit proxies in connection with the Special Meeting at a cost of approximately $25,000 plus expenses. 1Life will also indemnify MacKenzie against losses arising out of its provisions of these services on our behalf. In addition, 1Life may reimburse banks, brokers and other nominees representing beneficial owners of shares for their expenses in forwarding soliciting materials to such beneficial owners. Proxies may also be solicited by our directors, officers and employees, personally or by telephone, email, fax, over the Internet or other means of communication. No additional compensation will be paid for such services.

Anticipated Date of Completion of the Merger

We are working toward completing the Merger as quickly as possible. In order to complete the Merger, 1Life must obtain the 1Life Stockholder Approval described in this proxy statement, and the other closing conditions under the Merger Agreement must be satisfied or waived, including the expiration or termination of any waiting period (and any extension thereof) applicable to the consummation of the Merger under the HSR Act or any voluntary agreement with the DOJ or FTC not to consummate the Transactions. Since the Merger is subject to a number of conditions, the exact timing of the Merger cannot be determined at this time.

Delisting and Deregistration of 1Life Common Stock

If the Merger is completed, the shares of 1Life’s common stock will be delisted from Nasdaq and deregistered under the Exchange Act, and shares of 1Life’s common stock will no longer be publicly traded. As such, 1Life will no longer file periodic reports under the Exchange Act with the SEC on account of 1Life’s common stock.

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Important Notice Regarding the Availability of Proxy Materials for the Stockholder Meeting to be Held on September 22, 2022

The proxy statement is available on the investor relations page of our website at http://investor.onemedical.com/.

Questions and Additional Information

If you have any questions concerning the Merger Agreement, the Merger, the Special Meeting or this proxy statement, would like additional copies of this proxy statement or need help voting your shares of common stock, please contact our proxy solicitor:

MacKenzie Partners, Inc.

1407 Broadway, 27th Floor

New York, NY 10018

(800) 322-2885

proxy@mackenziepartners.com

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THE MERGER

This discussion of the Merger is qualified in its entirety by reference to the Merger Agreement, which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. This summary does not purport to be complete and may not contain all of the information about the Merger that is important to you. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this document contains important information about the Merger and how it affects you.

Parties Involved in the Merger

1Life Healthcare, Inc.

1Life Healthcare, Inc., referred to as “One Medical,” was incorporated in the state of Delaware in July 2002. One Medical’s vision is to delight millions of members with better health and better care while reducing costs, within a better team environment. One Medical’s mission is to transform health care for all through a human-centered, technology-powered model. One Medical is a U.S. national human-centered and technology-powered primary care organization with seamless digital health and inviting in-office care, convenient to where people work, shop, live and click. One Medical is disrupting health care from within the existing ecosystem by simultaneously addressing the frustrations and unmet needs of key stakeholders, which include consumers, employers, providers, and health networks.

1Life’s principal corporate offices are located at One Embarcadero Center, Suite 1900, San Francisco, CA 94111, and its telephone number is (415) 814-0927.

Amazon.com Inc.

Amazon.com, Inc., referred to as “Amazon,” was incorporated in 1994 in the state of Washington and reincorporated in 1996 in the state of Delaware. Its principal corporate offices are located in Seattle, Washington. It completed its initial public offering in May 1997 and its common stock is listed on the Nasdaq under the symbol “AMZN.”

Amazon seeks to be Earth’s most customer-centric company. Amazon is guided by four principles: customer obsession rather than competitor focus, passion for invention, commitment to operational excellence, and long-term thinking. In each of its segments, it serves its primary customer sets, consisting of consumers, sellers, developers, enterprises, content creators, advertisers, and employees.

Amazon has organized its operations into three segments: North America, International and Amazon Web Services.

Amazon’s principal executive offices are located at 410 Terry Avenue North, Seattle, Washington 98109, and its telephone number is (206) 266-1000.

Negroni Merger Sub, Inc.

Negroni Merger Sub, Inc., referred to as “Merger Sub,” is a Delaware corporation and an indirect wholly-owned subsidiary of Amazon and was formed on July 18, 2022, solely for the purpose of engaging in the transactions contemplated by the Merger Agreement. Merger Sub has not engaged in any business activities other than in connection with the transactions contemplated by the Merger Agreement. Upon the completion of the Merger, the separate corporate existence of Merger Sub will cease and 1Life will continue as the Surviving Corporation. Merger Sub’s principal executive offices are located at 410 Terry Avenue North, Seattle, Washington 98109-5210, and its telephone number is (206) 266-1000.

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Effect of the Merger

Upon the terms and subject to the conditions of the Merger Agreement, Merger Sub will merge with and into 1Life, with 1Life continuing as the Surviving Corporation and an indirect wholly-owned subsidiary of Amazon. As a result of the Merger, 1Life’s common stock will no longer be publicly traded, and will be delisted from Nasdaq. In addition, 1Life’s common stock will be deregistered under the Exchange Act, and 1Life will no longer file periodic reports under the Exchange Act with the SEC. If the Merger is completed, you will not own any shares of the capital stock of the Surviving Corporation.

The Effective Time will occur upon the filing of a certificate of merger with the Secretary of State of the State of Delaware (or at such later time as we, Amazon and Merger Sub may agree in writing and specify in the certificate of merger).

Effect on 1Life if the Merger is Not Completed

If the Merger Agreement is not adopted by stockholders, or if the Merger is not completed for any other reason:

For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Termination Fees and Expenses.”

Merger Consideration

At the Effective Time, and without any further action on the part of the parties or any stockholder, each share of common stock issued and outstanding immediately prior to the Effective Time (other than the Excluded Shares) will be converted automatically into the right to receive the Merger Consideration.

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After the Merger is completed, you will have the right to receive the Merger Consideration in respect of each share of common stock that you own, but you will no longer have any rights as a stockholder (except that stockholders who properly exercise their appraisal rights will have a right to receive payment of the “fair value” of their shares as determined pursuant to an appraisal proceeding, as contemplated by Delaware law). For more information, please see the section of this proxy statement captioned “The Merger—Appraisal Rights.”

Background of the Merger

The Board of Directors, together with 1Life senior management, and with the assistance of its outside advisors, frequently reviews 1Life’s strategic and financial alternatives in light of developments in 1Life’s business, the sectors in which it operates, and the economy and financial markets generally, as they, individually and together, may affect 1Life’s long-term strategic goals and plans, with the goal of enhancing stockholder value. As part of this process, members of 1Life’s senior management have from time to time engaged in business development and strategic discussions with participants in the healthcare industry and other market participants, all with the goal of enhancing value for stockholders, including by delivering the best possible services to patients and customers. 1Life’s strategic discussions have focused on, among other things, opportunities for strategic transactions, acquisitions, licensing transactions, commercial agreements and other financial and strategic alternatives for 1Life, including continuing as a standalone company. In connection with evaluating these possible strategic and other opportunities, from time to time the Board of Directors has periodically sought the advice of outside legal counsel and financial advisors to evaluate these strategic opportunities, including Morgan Stanley. 1Life selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation, its knowledge of, and involvement in, recent transactions in the industry in which 1Life operates and its knowledge of 1Life’s business and affairs.

In the fall of 2021, 1Life senior management and the Board of Directors began, in the context of long-range capital planning, an assessment of 1Life’s ongoing operations and expansion plans, related cash flow projections, the impact of changes in capital markets, and the interplay between these factors and the availability and attractiveness for any potential future third party funding of 1Life.

In mid-October 2021, a financial advisor for a strategic party (“Party A”) called Amir Dan Rubin, Chief Executive Officer and President of 1Life, and indicated that Party A was interested in exploring a potential partnership or other strategic transaction with 1Life. Mr. Rubin and Party A’s financial advisor agreed to find a time for 1Life management and representatives of Party A to discuss their respective businesses at a future date.

On October 26, 2021, Mr. Rubin and Bjorn Thaler, Chief Financial Officer of 1Life, met with the Chief Financial Officer of Party A and Party A’s financial advisor, at which time Messrs. Rubin and Thaler provided a general overview of 1Life and its business, and the parties agreed to have future meetings to continue to explore whether a potential partnership or other strategic transaction between 1Life and Party A would be beneficial to the respective companies and their stockholders.

On November 15, 2021, the Board of Directors held a regularly scheduled meeting with 1Life senior management, during which Mr. Rubin provided a regular strategic update on 1Life, including a description of discussions with Party A. The Board of Directors agreed that 1Life management should continue exploratory discussions with Party A, along with other business opportunities that 1Life considers from time to time.

On November 16, 2021, 1Life and Party A entered into a confidentiality agreement to facilitate due diligence between the parties in connection with a potential partnership or other strategic transaction. The confidentiality agreement included a two year standstill provision with a customary exclusion permitting Party A to make proposals to 1Life privately and confidentially.

Over the course of the next few months, members of 1Life senior management, representatives of Morgan Stanley, senior management of Party A and Party A’s financial advisors engaged in a series of diligence meetings and preliminary discussions to explore a potential partnership or other strategic transaction between the two

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companies. 1Life’s senior management provided the Board of Directors with periodic updates on these discussions. During this period, the companies and their financial advisors continued to discuss perspectives on structure and valuation, and 1Life management pointed representatives of Party A to the financial forecasts made by 1Life and provided in 1Life’s proxy statement/prospectus contained in the registration statement on Form S-4 filed on July 6, 2021 (as amended on July 14, 2021, the “Form S-4”) as a basis for evaluating the future prospects of 1Life.

On January 31, 2022, a subset of independent directors of the Board of Directors consisting of Bruce W. Dunlevie, Robert R. Schmidt and Paul R. Auvil (the “Board subgroup”) held a meeting with Messrs. Rubin and Thaler and Ms. Mango, General Counsel of 1Life. Members of 1Life senior management had from time to time consulted with the Board subgroup regarding strategic transaction matters following 1Life’s initial public offering, including in connection with 1Life’s acquisition of Iora Health, Inc., based on the constituent directors’ independence, experience with strategic transactions, existing roles within the Board of Directors and willingness to serve in such roles. At the January 31 meeting, 1Life senior management updated the Board subgroup on the status of discussions with Party A regarding a potential partnership or other strategic transaction with Party A, including that senior management of 1Life had met several times with senior management of Party A, including Party A’s Chief Executive Officer and Chief Financial Officer, but that discussions were still preliminary, and that Party A had not to date either provided a specific indication of valuation or proposed a specific structure for a potential transaction. Discussion ensued, including with respect to potential alternative business relationships or transaction structures. The Board subgroup was supportive of 1Life’s senior management continuing discussions with Party A.

On February 9, 2022, representatives from Morgan Stanley facilitated an introductory meeting between Mr. Rubin and Carlo Bertucci, Vice President of Corporate Development at Amazon to discuss potential areas of cooperation between 1Life and Amazon.

On February 25, 2022, Mr. Rubin and the Chief Financial Officer of Party A had a meeting during which they discussed a potential partnership or other strategic transaction between 1Life and Party A and possible transaction structures for any such partnership or other strategic transaction.

On March 3, 2022, Mr. Rubin met with Mr. Bertucci and other Amazon representatives to discuss their respective businesses and potential areas of cooperation between 1Life and Amazon.

Over the next few weeks, 1Life senior management and representatives of Amazon continued discussions with respect to a potential commercial partnership or other strategic transaction between 1Life and Amazon.

On March 22, 2022, Mr. Rubin spoke with the Chief Financial Officer of Party A, who indicated that the alternative structures the companies had been exploring did not seem feasible to Party A, but that Party A was interested in exploring a potential acquisition of 1Life, believed that Party A could get to a valuation that would be at a significant premium to 1Life’s then-current stock price but that Party A would need to conduct additional diligence to solidify its view on value.

From March 29, 2022 through the end of April 2022, 1Life management continued to engage in diligence and discussions concerning a potential strategic transaction with representatives of Party A.

On April 1, 2022, the Board subgroup and David Kennedy (another independent director on the Board of Directors) held a meeting with 1Life senior management and representatives of Morgan Stanley and Cooley LLP (“Cooley”), 1Life’s external legal counsel. Mr. Rubin updated the Board subgroup on the status of discussions with Party A and Amazon. Representatives of Morgan Stanley then presented an overview of the historical performance of 1Life’s stock price and a comparison with similarly situated companies. Representatives of Morgan Stanley also presented a summary of current market conditions and the current challenges of raising capital. The members of 1Life senior management noted 1Life was exploring potentially raising around $300 million by the end of 2022, and those present at the meeting discussed the impact of current market

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conditions and current challenges of raising capital on a potential capital raise of that size. Mr. Thaler then reviewed management’s financial projections, which included two scenarios, the “Management Case A” and “Management Case B” (together, the “Projections”) which differed primarily with respect to the view on future growth, with Management Case A showing lower growth primarily beginning in 2024 due to the impact of the current environment on 1Life’s long-term, standalone growth strategy and capital position. For more information on the Projections and the assumptions contained therein, please see “Recommendations of the Board of Directors and Reasons for the Merger—Financial Projections”. Morgan Stanley then reviewed preliminary financial analyses with the Board subgroup along with potential strategies with respect to a transaction process, including potential outreach to counterparties other than Party A and Amazon. Representatives from Cooley reviewed with the Board subgroup fiduciary duties attendant to any review of strategic alternatives. Discussion ensued regarding 1Life’s commercial, strategic, and growth opportunities, including the timing and structure of a potential capital raise. The Board subgroup also discussed whether 1Life should conduct additional targeted outreach to third parties at that time that might be interested in exploring a potential strategic transaction. The Board subgroup agreed that 1Life management should continue discussions with Party A and Amazon and continue exploring capital raising alternatives, and agreed that further consideration was warranted with respect to whether to conduct additional outreach to third parties that might be interested in exploring a potential strategic transaction.

From April 1, 2022 until April 26, 2022, 1Life senior management continued to meet with representatives of Amazon to determine whether a potential commercial partnership or other strategic transaction could be mutually beneficial.

On April 16, 2022, the Board subgroup and Mr. Kennedy held a meeting with 1Life senior management and representatives of Morgan Stanley and Cooley. Representatives of Morgan Stanley presented an overview of various alternatives for raising up to $300 million in financing by the end of 2022 and discussed with the Board subgroup certain challenges with respect to raising such financing in the current market conditions. Mr. Rubin updated the Board subgroup on the status of ongoing discussions with each of Party A and Amazon, and following discussion, the Board subgroup agreed that 1Life senior management should continue discussions with each of Party A and Amazon.

On April 18, 2022, 1Life provided Party A with access to an electronic data room.

On April 20, 2022, the Board subgroup and Mr. Kennedy held a meeting with 1Life senior management and representatives of Morgan Stanley and Cooley. Mr. Rubin provided an update on the diligence progress and discussions with each of Party A and Amazon. The Board subgroup was supportive of 1Life management continuing such discussions.

Later on April 20, 2022, Messrs. Rubin and Thaler met with Mr. Bertucci and noted that 1Life management had instructed representatives of Cooley to begin negotiating a confidentiality agreement between 1Life and Amazon with representatives of Paul, Weiss, Rifkind, Wharton & Garrison LLP (“Paul Weiss”), Amazon’s external legal counsel, which would take the form of an amendment to an existing commercial non-disclosure agreement with Amazon.

On April 23, 2022, the Board of Directors held a meeting with 1Life senior management, with representatives of Morgan Stanley and Cooley in attendance. The representatives of Morgan Stanley presented an overview of the current state of the capital markets and the performance of 1Life stock and Morgan Stanley’s preliminary financial analyses with the Board of Directors. Members of 1Life senior management also presented the Projections to and discussed the Projections with the Board of Directors. Representatives of Morgan Stanley also summarized financing alternatives that would be available to achieve 1Life’s future growth forecasts as set forth in the Projections. Following a discussion of the presentation, Mr. Rubin then updated the Board of Directors on the status of strategic discussions with each of Party A and Amazon, including with respect to the matters on which the Board subgroup had been briefed at its April 1, 2022 meeting, and representatives of Cooley reviewed the fiduciary duties of the Board of Directors attendant to any review of strategic alternatives.

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Following discussion, the Board of Directors agreed that 1Life management should continue discussions with Party A and Amazon over the coming weeks and discussed whether 1Life should conduct outreach to additional potential counterparties. The Board of Directors determined that additional outreach should not be conducted at that time, due to the Board of Directors’ belief that (i) the existing set of alternatives being explored were the potential opportunities most likely to be in the best interests of 1Life and its stockholders, (ii) the other potential strategic parties to acquire 1Life would not be viable counterparties based on historical interactions between representatives of 1Life and such parties, (iii) exploring additional alternatives at that time was likely to present a significant risk of leak, and both such additional exploration and the result of any such leak presented a significant risk of disruption to 1Life’s business.

On April 24, 2022, 1Life entered into an amendment to an existing commercial non-disclosure agreement between 1Life and Amazon, which amendment included a nine-month standstill provision with a customary exclusion permitting Amazon to make proposals to 1Life privately and confidentially, and provided that the standstill obligations automatically terminate following entrance by 1Life into a definitive agreement providing for a change of control of 1Life.

On April 26, 2022, Messrs. Rubin and Thaler met with Mr. Bertucci to communicate 1Life’s valuation expectations for a potential strategic transaction. Messrs. Rubin and Thaler indicated that in order to be compelling, an Amazon proposal would need to reflect a significant premium to 1Life’s then-current share price. Mr. Bertucci indicated that Amazon would soon provide its view on a potential strategic transaction.

On April 27, 2022, Messrs. Rubin and Thaler met with Mr. Bertucci and another representative of Amazon. Mr. Bertucci stated that Amazon would be unlikely to be able to meet 1Life’s valuation expectations for a strategic transaction, but that Amazon would consider continuing discussions regarding a potential commercial partnership or investment in 1Life.

Later on April 27, 2022, representatives of Morgan Stanley and Party A’s financial advisors met to continue to discuss a potential strategic transaction between Party A and 1Life.

On April 28, 2022, the Board of Directors held a meeting with 1Life senior management and representatives of Cooley in attendance. Management of 1Life provided an update on discussions with Party A and Amazon. Mr. Thaler noted that due diligence was progressing with Party A but that Party A had not provided an offer at that time. Mr. Rubin communicated that Amazon had paused discussions on a potential acquisition of 1Life, but that discussions with Amazon regarding a commercial partnership were ongoing. Following discussion, the Board of Directors directed management to continue discussions with each of Party A and Amazon regarding a strategic transaction.

Over the course of May 2022, members of 1Life senior management held diligence meetings and discussions with representatives of Party A regarding a potential acquisition of 1Life by Party A. During the same time period, members of 1Life senior management continued to meet with representatives of Amazon regarding a potential commercial partnership.

On June 1, 2022, the Chief Financial Officer of Party A called Mr. Rubin and provided a verbal, non-binding proposal to acquire 1Life for $17.00 per share in cash, and requested 30 days of exclusivity from 1Life in order to complete due diligence and negotiate definitive transaction documents with respect to the potential acquisition. Mr. Rubin noted that he would discuss Party A’s offer, including the proposed exclusivity period, with the Board of Directors the following day at a regularly scheduled meeting, and that if Party A was able to provide a more compelling offer to 1Life, the time to do so would be prior to such meeting.

In the morning of June 2, 2022, the Chief Financial Officer of Party A called Mr. Rubin and provided a verbal, non-binding proposal to acquire 1Life for an increased price of $18.00 per share in cash (“Party A’s $18.00 per share proposal”). Mr. Rubin noted that he would relay Party A’s $18.00 per share proposal to the Board of Directors at the meeting later that morning.

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Later on June 2, 2022, the Board of Directors held a regularly scheduled meeting with management and representatives of Morgan Stanley and representatives of Cooley. 1Life management reviewed for the Board of Directors the current status of discussions with Party A and Amazon, including Party A’s $18.00 per share proposal and the view of 1Life management that Amazon had recently deprioritized discussions. Representatives of Morgan Stanley presented an overview of the capital markets, the performance of 1Life stock, and other financial analyses. Following discussion, the Board of Directors directed 1Life senior management to continue negotiating a potential strategic transaction involving an acquisition of 1Life by Party A for $18.00 per share on an expedited timeline, but to communicate to Party A that 1Life would not agree to Party A’s request for exclusivity, and determined that at the right time, as determined by 1Life senior management, 1Life senior management or representatives of Morgan Stanley should contact Amazon to convey that 1Life had received an offer to be acquired and provide Amazon with an opportunity to engage in a competitive process.

On June 3, 2022, Mr. Rubin called the Chief Financial Officer of Party A and relayed that 1Life was willing to negotiate a potential strategic transaction involving an acquisition of 1Life by Party A for $18.00 per share, but would not do so on an exclusive basis, and that any such transaction would need to be finalized on an expedited timeline.

Between June 8, 2022 and June 17, 2022, representatives of 1Life, its legal and financial advisors, and representatives of Party A and its legal and financial advisors, engaged in diligence meetings and negotiations, including negotiation of transaction documents in connection with Party A’s $18.00 per share proposal.

On June 9, 2022, representatives of Morgan Stanley met with Mr. Bertucci to inform Amazon that 1Life had received an offer from a strategic party for an acquisition of 1Life and that 1Life was moving forward on an accelerated timeline with such party, but that 1Life would be open to engaging in discussions regarding a similar transaction with Amazon if Amazon were to present a compelling offer. Mr. Bertucci indicated that Amazon might be interested in providing an offer to acquire 1Life instead of a commercial partnership.

On June 10, 2022, first 1Life management and then representatives of Morgan Stanley met with Mr. Bertucci to provide updated valuation guidance for a potential strategic transaction with 1Life.

On June 15, 2022, a representative of Morgan Stanley met with an Amazon representative to discuss the process for a potential strategic transaction.

On June 16, 2022, Mr. Rubin and Mr. Thaler met with Mr. Bertucci and other Amazon representatives to reiterate that 1Life was continuing to move forward with other strategic alternatives and to explore Amazon’s interest in pursuing a strategic transaction with 1Life. In light of 1Life’s other strategic alternatives, Mr. Rubin and Mr. Thaler communicated that in order to be competitive, Amazon would need to provide a proposal to 1Life expeditiously that reflected a substantial premium to 1Life’s then-current stock price, and that such transaction would need to be executed on an accelerated timeline. Mr. Bertucci indicated that Amazon would need significantly more due diligence information in order to determine whether and at what valuation it could submit an offer, and requested access to 1Life’s existing data room for Amazon in order to conduct such diligence.

Later on June 16, 2022, Amazon was given access to 1Life’s virtual data room.

On June 17, 2022, Mr. Rubin met with the Chief Financial Officer of Party A, who conveyed that Party A had concerns about the expedited timeline previously agreed upon, and the two executives agreed to reconnect soon.

On June 18, 2022, representatives of Morgan Stanley met with representatives of Goldman Sachs & Co. LLC, Amazon’s financial advisor, to discuss the process for a potential strategic transaction.

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On June 19, 2022, the Board of Directors held a meeting with management and representatives of Cooley and Morgan Stanley. Mr. Rubin updated the Board of Directors on the status of negotiations with Amazon and Party A. The Board of Directors agreed that management should continue strategic transaction discussions with Amazon and Party A.

On June 20, 2022, Mr. Rubin and the Chief Financial Officer of Party A resumed their conversation from June 17, 2022, and the Chief Financial Officer of Party A communicated that Party A still had concerns about executing a strategic transaction on an expedited timeline, and would reach back out to Mr. Rubin.

Over the course of the next several weeks, representatives of 1Life and Amazon exchanged additional diligence information and held additional diligence meetings.

On June 23, 2022, Mr. Rubin met with Mr. Bertucci to discuss a potential strategic transaction between the parties and emphasized that 1Life expected any potential strategic transaction to be executed on an expedited timeline and that any offer would need to be provided quickly and at a significant premium to 1Life’s then-current stock price in order to be compelling.

On June 24, 2022, Mr. Bertucci called Mr. Rubin and indicated that Amazon would be willing to offer $16.00 per share in cash to acquire 1Life (Amazon’s “$16.00 per share offer”). Mr. Rubin replied that he would relay the offer to the Board of Directors but that $16.00 per share was unlikely to be compelling, and that a higher price would likely be required in order for the Board of Directors to authorize 1Life senior management and legal and financial advisors to negotiate definitive transaction documents with Amazon. Mr. Bertucci responded that he would discuss the possibility of an improved proposal with Amazon management and would respond to Mr. Rubin within a few days.

On June 27, 2022, the Board of Directors held a meeting with 1Life senior management and representatives of Cooley and Morgan Stanley. Mr. Rubin relayed Amazon’s $16.00 per share offer and his conversation with Mr. Bertucci. Following discussion, Board of Directors instructed Mr. Rubin to continue discussions with Amazon in order to seek to increase Amazon’s $16.00 per share proposal and agreed that draft transaction documents (on substantially the terms last exchanged with Party A, which terms had previously been reviewed with the Board of Directors by 1Life management and representatives of Cooley) should only be provided to Amazon if Amazon sufficiently increased its offer.

On June 27, 2022, Mr. Rubin called Mr. Bertucci and relayed that Amazon would need to increase its $16.00 per share offer in order for the Board of Directors to determine that Amazon’s offer was compelling, that 1Life was considering other strategic alternatives, and that in light of such other strategic alternatives, 1Life would not engage in transaction document negotiations at $16.00 per share. Mr. Bertucci said he would discuss with Amazon senior management whether Amazon was able to provide an increased offer and would provide an update in the next few days.

Over the next several days, Mr. Rubin and Mr. Bertucci had multiple telephone discussions concerning the potential strategic transaction.

On July 2, 2022, Mr. Bertucci called Mr. Rubin and informed him that, following discussions with Amazon senior management, Amazon was willing to offer $18.00 per share in cash to acquire 1Life (the “$18.00 per share proposal”), subject to additional confirmatory due diligence information. Later on July 2, 2022, Amazon delivered a written non-binding indication of interest reflecting a $18.00 per share proposal and proposing a target date of July 18, 2022 to execute a definitive merger agreement, which also indicated that Amazon would disengage in the event of a leak of its interest in such a strategic transaction.

Later on July 2, 2022, at the direction of 1Life management, representatives of Cooley sent representatives of Paul Weiss draft transaction documents, which contemplated among other matters (i) a reverse termination fee to be paid by Amazon in the amount of $400 million (representing more than 10% of 1Life’s equity value at Amazon’s proposed purchase price) payable in instances where regulatory approval was not obtained, (ii) a

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termination fee amount equal to 2.5% of 1Life’s equity value in circumstances involving a competing offer for 1Life, and (iii) given 1Life’s growth ambitions and the potential closing timeline for a strategic transaction with Amazon, unsecured interim debt financing in an aggregate principal amount of up to $300 million, beginning January 1, 2023 and with a maturity date of 24 months after the termination of the merger agreement pursuant to its terms.

On July 3, 2022, the Board of Directors held a meeting with management and representatives of Cooley and Morgan Stanley in attendance. Mr. Rubin updated the Board of Directors on discussions with Amazon, including Amazon’s $18.00 per share proposal and Amazon’s proposed announcement date of July 18, 2022. Mr. Rubin noted that Amazon would be performing additional diligence and that the parties were beginning to negotiate the transaction documents. Mr. Rubin also updated the Board of Directors on his conversations with Party A. The Board of Directors directed Mr. Rubin to notify Party A that 1Life was moving forward on an expedited timeline with other strategic alternatives, in order to determine if Party A would engage on a similarly expedited timeline. The Board of Directors instructed Mr. Rubin to continue discussions with Amazon and to determine if Amazon would be willing to offer a price greater than $18.00 per share.

Later on July 3, 2022, Mr. Rubin called Mr. Bertucci to report that the Board of Directors was supportive of continued discussions with Amazon, but had not yet determined that Amazon’s proposed $18.00 per share price was in the best interests of 1Life and its stockholders and encouraged Mr. Bertucci to return with a higher price.

On July 5, 2022, Mr. Rubin and the Chief Financial Officer of Party A had a conversation in which Mr. Rubin relayed that if Party A had continued interest in exploring a strategic relationship with 1Life, then time was of the essence as 1Life was exploring its strategic alternatives on an expedited timeline. The Chief Financial Officer of Party A indicated that he would share this information with Party A leadership and would follow up.

Later on July 5, 2022, Bloomberg and other media publications reported rumors that 1Life was exploring strategic alternatives after potential acquirers expressed preliminary interest in a strategic transaction with 1Life. Following the reports, 1Life’s stock price closed at $10.34 on July 5, 2022, compared to $8.28 on July 1, 2022 (the trading day immediately prior to the reports).

On July 7, 2022, Mr. Rubin met with Mr. Bertucci and another representative of Amazon, to discuss the potential strategic transaction.

On July 8, 2022, representatives of Paul Weiss sent representatives of Cooley revised drafts of the transaction documents which included (i) a reverse termination fee of 5% of equity value, (ii) a termination fee of 3.75% of equity value, (iii) reimbursement of Amazon’s transaction expenses up to 1% of equity value if the merger agreement was terminated due to 1Life stockholder approval not being obtained or 1Life breaches of the merger agreement, and (iv) senior secured interim debt financing, with funding permitted only if 1Life’s cash balance was below a certain level, beginning ten months after execution of the merger agreement and with a maturity date of three months’ prior to the maturity of 1Life’s convertible notes.

On July 12, 2022, representatives of Cooley sent representatives of Paul Weiss revised drafts of the merger agreement and key terms for the unsecured interim debt financing. The revised drafts included (i) a reverse termination fee of $300 million, (ii) a termination fee of 2.75% of equity value, (iii) no expense reimbursement, and (iv) interim debt financing on substantially the same terms as 1Life proposed on July 2, 2022, except that funding would begin eight months after the execution of the merger agreement.

On July 13, 2022, the Board of Directors held a meeting with management and representatives of Cooley and Morgan Stanley. Mr. Rubin provided an update on the status of negotiations with Amazon and noted that Amazon had not yet provided an updated price following Amazon’s $18.00 per share proposal, which was subject to additional confirmatory due diligence information and review of preliminary estimates of 1Life’s financial performance for the second fiscal quarter of 2022. Mr. Rubin and representatives of Cooley also

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provided a summary of certain terms in the merger agreement and the status of discussions with Amazon related thereto, including the interim debt financing, reverse termination fee, 1Life termination fee and expense reimbursement, and operating covenants related to employee retention. Following discussion, the Board of Directors authorized 1Life management and representatives of Cooley to continue to negotiate for the best terms possible in the merger agreement. Mr. Rubin also updated the Board of Directors on his conversation with Party A on July 5, 2022 and indicated that Party A had not re-engaged in strategic transaction discussions with 1Life. Following discussion, the representatives of Morgan Stanley left the meeting. 1Life’s management then reviewed and discussed with the Board of Directors the status of the terms of the engagement letter with Morgan Stanley for the Board of Directors’ consideration. Following such discussion, subject to 1Life management and Morgan Stanley reaching an agreement on fees and other terms in the engagement letter and subject to the Board of Directors’ review of the relationships disclosure memorandum, the Board of Directors approved the formal engagement of Morgan Stanley and authorized management to enter into a formal engagement letter with Morgan Stanley.

On July 14, 2022, Mr. Rubin met with members of Amazon senior management to discuss 1Life’s business and to engage in other targeted diligence discussions.

On July 15, 2022, representatives of Paul Weiss sent representatives of Cooley revised drafts of the transaction documents, which included terms largely consistent with Amazon’s initial proposal.

On July 16, 2022, members of 1Life senior management met with representatives of Amazon, and with representatives of Cooley and Paul Weiss also in attendance, to negotiate key outstanding issues in the transaction documents.

Later on July 16, 2022, representatives of Paul Weiss confirmed to representatives of Cooley that Amazon (i) would continue to require that the reverse termination fee be limited to 5% of equity value, but would agree to (ii) the interim debt financing being unsecured, available March 2023 with no maximum cash condition, and with a maturity date of 24 months following termination of the merger agreement, (iii) a 1Life termination fee of 3.5% of equity value, (iv) expense reimbursement up to $20 million and only if 1Life stockholder approval was not obtained, and (v) compromises on the employee matters related to 1Life’s operation of the business during the pre-Closing period.

On July 17, 2022, the Board of Directors held a meeting with management and representatives of Cooley and Morgan Stanley. Mr. Rubin provided an update on the status of negotiations with Amazon, and reported that Amazon had confirmed its $18.00 per share proposal and indicated that Amazon was not willing to raise its price. Mr. Rubin and representatives of Cooley reviewed with the Board of Directors certain terms in the merger agreement and the status of discussions with Amazon related thereto, including the interim debt financing, reverse termination fee, 1Life termination fee and expense reimbursement, and operating covenants applicable during the pre-closing period. Mr. Rubin also discussed with the Board of Directors Amazon’s expectation that Mr. Rubin would sign an employment letter concurrently with the entry into the merger agreement, but indicated that he had not received any proposal from Amazon at that time and that he had not engaged in any employment-related discussions with Amazon. Representatives of Morgan Stanley reviewed for the Board of Directors financial aspects of Amazon’s $18.00 per share proposal and certain preliminary financial analyses conducted by Morgan Stanley using the Projections, consistent with prior discussions of the Board of Directors. The Board of Directors then discussed various matters related to the transaction, including general market dynamics, the regulatory landscape, the lack of contact from other potential acquirers following the July 5th media reports of rumors of a potential strategic transaction involving 1Life and the lack of further engagement from Party A, and the belief of the Board of Directors that additional negotiation on price was highly unlikely to result in an increased offer from Amazon and instead could put the transaction at risk, including due to the risk of leak with ongoing discussions and the fact that Amazon stated that it would disengage if there were any rumors or public speculation about its potential interest in such a strategic transaction. Following additional discussion, the Board

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of Directors determined that it was in the best interests of 1Life and its stockholders to continue to pursue a transaction with Amazon under the terms of Amazon’s $18.00 per share proposal. The Board of Directors directed management to continue to negotiate for the best terms possible in the merger agreement consistent with prior discussions with the Board of Directors, and to confirm to Amazon that 1Life management was authorized to negotiate and finalize the transaction documents under Amazon’s $18.00 per share proposal. The Board of Directors also authorized Mr. Rubin to engage in discussions with Amazon regarding post-closing employment arrangements with Amazon in connection with signing the definitive transaction agreements.

Later on July 17, 2022, Mr. Rubin called Mr. Bertucci to inform Mr. Bertucci of the Board of Directors’ direction to 1Life management negotiate with Amazon towards a final merger agreement with respect to Amazon’s $18.00 per share proposal.

Over the course of July 17 to July 20, 2022, representatives of Cooley and Paul Weiss exchanged several revised versions of the transaction documents, reflecting the parties’ discussions.

On July 18, 2022, representatives from Amazon provided a draft offer letter and restrictive covenant agreement to Mr. Rubin, each of which Amazon expected Mr. Rubin to sign in connection with the execution of the Merger Agreement and which would be effective as of the closing of the Merger.

On July 19, 2022, Mr. Rubin and Amazon finalized discussions regarding Mr. Rubin’s employment letter and restrictive covenant agreement.

Also on July 19, 2022, Mr. Thaler provided the Board of Directors with the final terms of the engagement letter with Morgan Stanley and Morgan Stanley’s relationships disclosure memorandum for the Board of Directors’ review.

On July 20, 2022, 1Life entered into an engagement letter with Morgan Stanley.

Later on July 20, 2022, the Board of Directors held a meeting with management and representatives of Cooley and Morgan Stanley to review the final Amazon $18.00 per share proposal. Representatives of Cooley reviewed with the Board of Directors fiduciary duties applicable in connection with a strategic transactions process and the material terms of the draft Merger Agreement, including (a) the commitment by Amazon to provide senior unsecured interim debt financing to 1Life in an aggregate principal amount of up to $300 million to be funded in up to ten tranches of $30 million per month, beginning in March 2023 until the earlier of Closing and the termination of the Merger Agreement pursuant to its terms, with a maturity date of 24 months after the termination of the Merger Agreement pursuant to its terms, (b) the $195 million reverse termination fee to be paid by Amazon to 1Life in certain limited circumstances if antitrust closing conditions were not satisfied, (c) the $136 million termination fee to be paid by 1Life to Amazon in certain limited circumstances, including in the event 1Life were to terminate the Amazon transaction in order to accept a Superior Proposal, (d) the conditions to closing of the Merger, and (e) certain employee related matters, including related to 1Life’s operation of the business in between signing of the Merger Agreement and closing of the Merger. The Board of Directors asked questions regarding the terms of the Merger Agreement and the potential risks associated with the completion of the Merger, and discussion ensued. Morgan Stanley then reviewed with the Board of Directors its financial analysis of the merger consideration and delivered to the Board of Directors its oral opinion (which was subsequently confirmed in writing) to the effect that, as of that date and based upon and subject to the assumptions, limitations, qualifications and conditions described in Morgan Stanley’s opinion, the merger consideration to be received by the holders of shares of common stock of 1Life in the Merger was fair, from a financial point of view, to such holders. For more information about the opinion of Morgan Stanley, see below under the caption “The Merger—Opinion of Morgan Stanley.” The Board of Directors then discussed the potential transaction with Amazon, and, after carefully considering the matters discussed during that meeting and prior meetings of the Board of Directors (for more information, see the section captioned “The Merger—Recommendation of the Board of Directors and Reasons for the Merger”), including the Board’s belief that

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(a) as a result of the negotiation process, 1Life had obtained Amazon’s best offer of $18.00 per share, (b) Amazon’s final offer of $18.00 per share represented the highest price reasonably obtainable by 1Life under the circumstances, and (c) it was highly unlikely that another acquiror would be willing to pay a higher price, including based on the lack of any contact from potential acquirers following the July 5, 2022 media reports of rumors of a potential strategic transaction including 1Life and the lack of further engagement from Party A after July 5, 2022 the Board unanimously (i) determined that the Merger Agreement and the Transactions were fair to, and in the best interests of, the Company and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions, (iii) subject to the terms and conditions of the Merger Agreement, resolved to recommend the adoption of the Merger Agreement and approval of the Transactions by the stockholders of the Company, and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the Company’s stockholders at a special meeting of the stockholders. For more information concerning the factors that the Board of Directors considered, see the section captioned “The Merger—Recommendation of the Board of Directors and Reasons for the Merger.” Following that discussion, the Board of Directors unanimously determined that the Merger, the Merger Agreement and the other transactions contemplated thereby were advisable, fair to and in the best interests of 1Life and its stockholders, and authorized and directed 1Life senior management to execute the final Merger Agreement with Amazon.

Later that evening on July 20, 2022, 1Life and Amazon executed the Merger Agreement.

On July 21, 2022, prior to the opening of trading on the U.S. stock markets, 1Life and Amazon issued a joint press release announcing the execution of the Merger Agreement.

Recommendation of the Board of Directors and Reasons for the Merger

Recommendation of the Board of Directors

The Board of Directors has unanimously: (i) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, 1Life and its stockholders, (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions, (iii) resolved to recommend adoption of the Merger Agreement and approval of the Transactions by the stockholders of 1Life and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of the stockholders of 1Life.

The Board of Directors unanimously recommends, on behalf of 1Life, that you vote: (i) “FOR” the adoption of the Merger Agreement; (ii) “FOR” the Compensation Proposal; and (iii) “FOR” the Adjournment Proposal.

Reasons for the Merger

The Board of Directors unanimously recommends, on behalf of 1Life, that you vote “FOR” the adoption of the Merger Agreement.

At a meeting held on July 20, 2022, the Board of Directors unanimously (i) determined that the Merger Agreement and the Transactions are fair to, and in the best interests of, 1Life and its stockholders; (ii) approved and declared advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions; (iii) resolved to recommend the adoption of the Merger Agreement and approval of the Transactions by the stockholders of 1Life; and (iv) directed that the adoption of the Merger Agreement be submitted to a vote of 1Life’s stockholders.

In the course of reaching its determination and recommendation, the Board of Directors consulted with 1Life management, its independent legal advisor, Cooley, and its independent financial advisor, Morgan Stanley,

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and considered the following reasons (which are not listed in any relative order of importance), all of which the Board of Directors viewed as generally supporting its determination and recommendation:

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The Board of Directors also assessed 1Life’s prospects for substantially increasing stockholder value as a standalone company in excess of the Merger Consideration, given the risks and uncertainties in 1Life’s business, including the following (which are not listed in any relative order of importance):

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The Board of Directors also took into consideration that as a standalone company 1Life would need to seek significant additional funding through future equity and/or debt financings, and any such fundraising could have a highly dilutive effect on 1Life’s existing stockholders, could require 1Life to enter into restrictive covenants, might only be available on unfavorable terms given the recent downward trend in the financial markets, or might not be available at all.

The Board of Directors also considered a number of uncertainties and risks concerning the Merger, including the following (which are not listed in any relative order of importance):

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After taking into account all of the factors set forth above, as well as others, the Board of Directors concluded that the risks, uncertainties, restrictions and potentially negative factors associated with the Merger Agreement and Transactions contemplated thereby were outweighed by the positive factors and potential benefits associated with the Merger Agreement and the Transactions contemplated thereby that supported its determination and recommendation. Accordingly, the Board of Directors determined that the Merger Agreement and the Transactions contemplated thereby are advisable, fair to, and in the best interests of 1Life and its stockholders.

The foregoing discussion of factors considered by the Board of Directors is not intended to be exhaustive, but summarizes the material factors considered by the Board of Directors in evaluating the Merger Agreement and the Transactions contemplated thereby, and making its recommendation and determination. The members of the Board of Directors evaluated the various factors listed above, among other things, in light of their knowledge of the business, financial condition and prospects of 1Life and considered the advice of 1Life’s independent financial and legal advisors. In view of the wide variety of factors considered by the Board of Directors in connection with its evaluation of the Merger Agreement, the Transactions and the complexity of these matters, the Board of Directors did not find it practicable to, and did not, quantify or otherwise assign relative weights to the specific reasons considered in reaching its determination and recommendation. Rather, in considering the information and reasons described above, individual members of the Board of Directors each applied his or her own personal business judgment to the process and may have given differing weights to differing factors. The Board of Directors did not undertake to make any specific determination as to whether any factor, or any particular aspect of any factor, supported or did not support its ultimate determinations. The Board of Directors based its unanimous recommendation on the totality of the information presented, including thorough discussions with, and questioning of, 1Life management, and its independent legal and financial advisors.

When considering the foregoing recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, stockholders should be aware that some of 1Life’s directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders more generally. The Board of Directors was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the Merger Agreement and the Transactions were fair to and in the best interests of 1Life and its stockholders, in reaching its decision to approve and declare advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions, in making its recommendation that the stockholders vote in favor of the adoption of the Merger Agreement and approval of the Transactions and in directing that the adoption of the Merger Agreement be submitted to a vote of the stockholders. For more information, please see the section of this proxy statement captioned “The Merger—Interests of 1Life’s Directors and Executive Officers in the Merger.”

The explanation of the reasons and reasoning set forth above contain forward-looking statements that should be read in conjunction with the section of this proxy statement captioned “Forward-Looking Statements.”

Financial Projections

1Life does not, as a matter of course, make long-term projections as to future performance available to the public other than generally providing, on a quarterly basis, estimated ranges of certain expected financial results and operational metrics for the current or pending fiscal quarter and year in its regular earnings press releases and other investor materials. However, in connection with evaluating a potential strategic transaction in March 2022,

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1Life senior management created long range projections from 2022 through 2025 and extrapolations from 2026 through 2031 (the “Management Case A”). In addition, in connection with 1Life’s evaluation of the acquisition of Iora Health, Inc. in the second quarter of 2021, 1Life senior management had created (i) standalone forecasts for 1Life that were long range projections from 2021 through 2023 and extrapolations from 2024 through 2030 (the “1Life Case”), (ii) standalone forecasts for Iora based on Iora management long range projections through 2025 and 1Life’s management extrapolations through 2030 and applying 1Life’s assumptions and forecasts of Iora through 2030 (the “Iora Base Case”), and (iii) prospective financial information with respect to the ability of the combined 1Life and Iora to increase its revenue and reduce its costs and capital expenditures following the consummation of the merger between 1Life and Iora through 2030 (the “Iora Synergies”), each of (i)-(iii) as set forth in 1Life’s proxy statement/prospectus filed on Form S-4 on July 6, 2021 (as amended on July 14, 2021, the “Form S-4”). In connection with 1Life’s evaluation of a potential strategic transaction, in March 2022, 1Life senior management combined the 1Life Case, the Iora Base Case and the Iora Synergies (together, the “2021 Projections”), extrapolated such 2021 Projections through 2031 and updated the 2021 Projections to include 1Life’s actual net operating losses (“NOLs”) and reflect 1Life’s actual tax position (the 2021 Projections as so combined, extrapolated and updated, “Management Case B”, and together with Management Case A, the “Projections”).

Management Case A, as compared to Management Case B, assumes lower investments in future growth beginning in 2024 due to the impact of the current economic and financial environment. Management Case A assumed (i) revenue growth rates decrease from 75% in 2022 to 7% in 2031 (as compared to Management Case B which assumes revenue growth rates decrease from 79% in 2022 to 23% in 2031); and (ii) care margins increase from 20% in 2022 to 33% in 2031 (as compared to Management Case B which assumes care margins increase from 20% in 2022 to 31% in 2031). Both Management Case A and Management Case B assume a standalone capital raise of $300,000,000 at the end of 2022.

The Projections reflect estimates and assumptions made by 1Life senior management with respect to general business, economic, competitive, regulatory and other market and financial conditions and other future events, all of which are difficult to predict and many of which are beyond 1Life’s control. In particular, the Projections, while presented with numerical specificity, necessarily were based on numerous variables and assumptions that are inherently uncertain. Because the Projections cover multiple years, by their nature, they become subject to greater uncertainty with each successive year and are unlikely to anticipate each and every circumstance that could have an effect on 1Life’s business and its results of operations. The Projections were developed solely using the information available to 1Life senior management at the time they were created and reflect assumptions as to certain business decisions that are subject to change. The Projections further reflect subjective judgment in many respects and, therefore, are susceptible to multiple interpretations and periodic revisions based on actual results and business developments. Important factors that may affect actual results or that may result in the Projections not being achieved include, but are not limited to, regulatory actions at the federal, state and local level, decisions of health network providers, enterprise clients and existing and potential patients, changes in the health insurance industry, the effect of global economic conditions, including COVID-19, and other factors described in the section captioned “Forward-looking Statements” in this proxy statement and the risk factors described in 1Life’s annual report on Form 10-K for the fiscal year ended December 31, 2021, subsequent quarterly reports on Form 10-Q and current reports on Form 8-K. The Projections were not prepared with a view toward public disclosure or with a view toward compliance with published guidelines of the SEC or the guidelines established by the American Institute of Certified Public Accountants for preparation or presentation of prospective financial information. The Projections cannot, therefore, be considered a guarantee of future operating results and should not be relied upon as such.

None of 1Life, the Board of Directors, Morgan Stanley, Amazon or any of their respective affiliates, advisors or other representatives makes any representation to any stockholder regarding the validity, reasonableness, accuracy or completeness of the Projections or the ultimate performance of 1Life relative to the Projections. The inclusion of the summary of the Projections in this proxy statement does not constitute an admission or representation of 1Life, the Board of Directors, Morgan Stanley, Amazon or any of their respective

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affiliates, advisors or other representatives that the Projections or the information contained therein are material. The inclusion of the summary of the Projections in this proxy statement should not be regarded as an indication that 1Life or anyone who receives the Projections then considered, or now considers, the Projections to be necessarily predictive of actual future events, and this information should not be relied upon as such. In the view of 1Life’s management, the Projections were prepared on a reasonable basis, reflected the best estimates and judgments available to 1Life’s management at the time and presented, to the best of 1Life’s management’s knowledge and belief, the expected course of action and 1Life’s expected future financial performance as of the date such information was prepared. Except as required by applicable law, neither 1Life, the Board of Directors, Morgan Stanley, Amazon, nor any of their respective affiliates, advisors or other representatives intends to, and each of them disclaims any obligation to, update, correct or otherwise revise the Projections if any or all of them have changed or change. Since the Projections were created, 1Life has made publicly available its actual results of operations for the fiscal quarters ended March 31, 2022 and June 30, 2022. You should review 1Life’s Quarterly Reports on Form 10-Q filed with the SEC on August 3, 2022 for this information. The Projections included in this document have been prepared by, and are the responsibility of, 1Life senior management. PricewaterhouseCoopers LLP has not audited, reviewed, examined, compiled nor applied agreed-upon procedures with respect to the accompanying Projections and, accordingly, PricewaterhouseCoopers LLP does not express an opinion or any other form of assurance with respect thereto. The PricewaterhouseCoopers LLP report incorporated by reference in this document relates to the Company’s previously issued financial statements. It does not extend to the Projections and should not be read to do so.

In light of the foregoing, and the uncertainties inherent in the Projections, stockholders are cautioned not to place undue, if any, reliance on the Projections. The Projections should be evaluated, if at all, in conjunction with the historical financial statements and other information regarding 1Life in its public filings with the SEC. The Projections were developed by 1Life senior management on a standalone basis without giving effect to the Merger and the other Transactions contemplated by the Merger Agreement, and therefore the Projections do not give effect to the proposed Merger or any changes to 1Life’s operations or strategy that may be implemented after the consummation of the Merger, including any costs incurred in connection with the proposed Merger. Furthermore, the Projections do not take into account the effect of any failure of the proposed Merger to be completed and should not be viewed as accurate or continuing in that context.

Care Margin, Adjusted EBITDA and unlevered free cash flow (each as defined below) contained in the summary of the Projections set forth below are each “non-GAAP financial measures,” which are financial performance or operating measures that are not calculated in accordance with GAAP. These non-GAAP financial measures should not be viewed as a substitute for GAAP financial measures and may be calculated differently than similarly titled non-GAAP financial measures published by other companies. Furthermore, there are limitations inherent in non-GAAP financial measures because they exclude charges and credits that are required to be included in a GAAP presentation. Accordingly, these non-GAAP financial measures should be considered together with, and not as alternatives to, financial measures prepared in accordance with GAAP. The non-GAAP financial measures used in the Projections were relied on by Morgan Stanley for the purposes of its fairness opinion and by the Board of Directors in connection with its consideration of a potential strategic transaction. The SEC rules, which otherwise would require a reconciliation of a non-GAAP financial measure to the most closely comparable GAAP financial measure, do not apply to non-GAAP financial measures provided to a board of directors or financial advisors in connection with a proposed business combination transaction, such as the Transactions, if the disclosure is included in a document such as this proxy statement. In addition, reconciliations of the non-GAAP financial measures to the most closely comparable GAAP financial measures were not provided to or relied upon by the Board of Directors or Morgan Stanley in connection with the Transactions. Accordingly, 1Life has not provided reconciliations of the non-GAAP financial measures included in the Projections to the relevant GAAP financial measures.

The information and tables set forth below is included solely to give 1Life stockholders access to certain of the financial and operating projections that were made available to the Board of Directors and Morgan Stanley and are not included in this proxy statement in order to influence any stockholder’s decision to vote with respect to the adoption of the Merger Agreement or for any other purpose.

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The following tables present a summary of the Projections:

Management Case A

($ in millions)

Management Case B

($ in millions)

Opinion of Morgan Stanley & Co. LLC

1Life retained Morgan Stanley & Co. LLC (“Morgan Stanley”) to act as its financial advisor in connection with a potential sale of 1Life and to provide financial advice and assistance and, upon the request of the 1Llife, to

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render a financial opinion in each case in connection therewith. 1Life selected Morgan Stanley to act as its financial advisor based on Morgan Stanley’s qualifications, expertise and reputation and its knowledge of and involvement in recent transactions in 1Life’s industry. On July 20, 2022, Morgan Stanley rendered its oral opinion, which was subsequently confirmed in writing, to the Board of Directors to the effect that, as of that date, and based upon and subject to the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley as set forth in Morgan Stanley’s written opinion, the Merger Consideration to be received by the holders of shares of 1Life’s common stock (other than the Excluded Shares) was fair, from a financial point of view, to such holders of common stock.

The full text of the written opinion of Morgan Stanley delivered to the Board of Directors, dated July 20, 2022, is attached as Annex B and is incorporated by reference into this proxy statement in its entirety. The opinion sets forth, among other things, the assumptions made, procedures followed, matters considered and qualifications and limitations on the scope of the review undertaken by Morgan Stanley in rendering its opinion. Stockholders of 1Life are urged to, and should, read the opinion carefully and in its entirety. Morgan Stanley’s opinion was directed to the Board of Directors and addressed only the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of 1Life’s common stock (other than the Excluded Shares). Morgan Stanley did not express any view on, and the opinion did not address, any other term or aspect of the Merger Agreement or the Merger or any term or aspect of any other agreement or instrument contemplated by the Merger Agreement or entered into or amended in connection therewith. Morgan Stanley’s opinion did not address the relative merits of the Merger as compared to any other alternatives available to 1Life, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion does not constitute an opinion or recommendation as to how the stockholders of 1Life should vote at the Special Meeting to be held in connection with the Merger. The summary of Morgan Stanley’s opinion set forth in this proxy statement is qualified in its entirety by reference to the full text of Morgan Stanley’s opinion.

For purposes of rendering its opinion, Morgan Stanley, among other things:

In arriving at its opinion, Morgan Stanley assumed and relied upon, without independent verification, the accuracy and completeness of the information that was publicly available or supplied or otherwise made available to Morgan Stanley by 1Life, and formed a substantial basis for Morgan Stanley’s opinion. With respect

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to the financial projections, Morgan Stanley assumed that they had been reasonably prepared on bases reflecting the best currently available estimates and judgments of the management of 1Life of the future financial performance of 1Life. Morgan Stanley’s opinion expressed no view as to such financial projections or the assumptions on which they were based. In addition, Morgan Stanley assumed that the Merger will be consummated in accordance with the terms set forth in the Merger Agreement without any waiver, amendment or delay of any terms or conditions, including, among other things, that Amazon will have sufficient immediately available funds to consummate the Merger. Morgan Stanley assumed that in connection with the receipt of all the necessary or requested governmental, regulatory or other approvals and consents required for the Merger, no delays, limitations, conditions or restrictions will be imposed that would have a material adverse effect on the contemplated benefits expected to be derived in the Merger. Morgan Stanley is not a legal, tax, or regulatory advisor. Morgan Stanley is a financial advisor only and relied upon, without independent verification, the assessment of 1Life and its legal, tax, or regulatory advisors with respect to legal, tax, or regulatory matters. Morgan Stanley expressed no opinion with respect to the fairness of the amount or nature of the compensation to any of 1Life’s officers, directors or employees, or any class of such persons, relative to the Merger Consideration to be received by the holders of common stock in the Merger. Morgan Stanley did not make any independent valuation or appraisal of the assets or liabilities of 1Life, nor was Morgan Stanley furnished with any such valuations or appraisals. Morgan Stanley’s opinion did not address the relative merits of the Merger as compared to any other alternatives available to 1Life, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was necessarily based on financial, economic, market and other conditions as in effect on, and the information made available to Morgan Stanley as of July 20, 2022. Events occurring after such date may affect Morgan Stanley’s opinion and the assumptions used in preparing it, and Morgan Stanley did not assume any obligation to update, revise or reaffirm its opinion.

Summary of Financial Analyses

The following is a brief summary of the material analyses performed by Morgan Stanley in connection with its oral opinion and the preparation of its written opinion letter, dated as of July 20, 2022, to the Board of Directors. The following summary is not a complete description of Morgan Stanley’s opinion or the financial analyses performed and factors considered by Morgan Stanley in connection with its opinion, nor does the order of analyses described represent the relative importance or weight given to those analyses. Some of these summaries of financial analyses include information presented in tabular format. In order to fully understand the financial analyses used by Morgan Stanley, the tables must be read together with the text of each summary. The tables alone do not constitute a complete description of the financial analyses. The analyses listed in the tables and described below must be considered as a whole; considering any portion of such analyses and the factors considered, without considering all analyses and factors, could create a misleading or incomplete view of the process underlying Morgan Stanley’s opinion.

In performing the financial analyses summarized below and in arriving at its opinion, Morgan Stanley utilized and was directed by the Board of Directors to rely upon, among other matters, the Projections, which are more fully described in the section of this proxy statement captioned “Recommendations of the Board of Directors and Reasons for the Merger – Financial Projections.” In accordance with direction from the Board of Directors, Morgan Stanley utilized the Projections in its financial analyses described below.

Public Trading Benchmarks Analysis

Morgan Stanley performed a public trading benchmarks analysis, which attempts to provide an implied value of a company by comparing it to similar companies that are publicly traded. Morgan Stanley reviewed and compared certain financial estimates for 1Life with comparable publicly available consensus equity analyst research estimates for companies, selected based on Morgan Stanley’s professional judgment and experience, that share similar business characteristics and have certain comparable operating characteristics including, among other things, similarly sized revenue and/or revenue growth rates, market capitalizations, profitability, scale and/or other similar operating characteristics (these companies are referred to herein as the “comparable companies”).

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The comparable companies were split into two groups for the purposes of this analysis: (i) “Medicare Advantage Focused Primary Care” and (ii) “Tech-Enabled Healthcare Services.”

Morgan Stanley analyzed the ratio of aggregate value to estimated revenue, using Wall Street research consensus estimates and publicly disclosed information for the comparable companies and 1Life. For purposes of its analyses, Morgan Stanley calculated “aggregate value” as a company’s fully diluted equity value, per the treasury stock method and using the market price per share as of July 1, 2022 (the last day prior to media reports on a possible sale of 1Life) or July 19, 2022, plus total debt, less cash and cash equivalents drawn from the most recently publicly reported figures for such amounts. The trading multiples that were calculated using the market data as of July 1, 2022 are referred to as the “unaffected multiples.” The trading multiples that were calculated using the market data as of July 19, 2022 are referred to as the “July 19 multiples.” The July 19 multiples were calculated for reference only, and were not considered part of Morgan Stanley’s fairness analysis with respect to its opinion, due to Morgan Stanley’s determination, using its professional judgement and experience, that media reports of potential acquisitions in the sector affected trading outcomes for 1Life and the comparable companies after July 1. The July 19 multiples are described more fully in the section of this proxy statement captioned “Opinion of Morgan Stanley & Co. LLC–Other Information–Public Trading Benchmarks–July 19 Multiples.”

The unaffected multiples represented by the ratio of aggregate value to estimated revenue for calendar years 2022 and 2023 for 1Life, the “Medicare Advantage Focused Primary Care” comparable companies and the “Tech-Enabled Healthcare Services” comparable companies are set forth below:

Based on its analysis of the unaffected multiples for 1Life and each of the comparable companies and upon the application of its professional judgment and experience, Morgan Stanley selected representative ranges of aggregate value to estimated revenue multiples of 1.5x-2.5x, for calendar year 2022, and 1.0x-2.0x for calendar year 2023, for use with each of Management Case A and Management Case B. Morgan Stanley then applied these ranges of multiples to the estimated relevant revenue metric for 1Life to calculate a range of implied aggregate values. Morgan Stanley then added the net cash of 1Life, as provided by the management of 1Life, from this range of aggregate values to obtain a range of implied equity values. Morgan Stanley then divided the range of implied equity values by the number of outstanding shares of common stock on a fully diluted basis as of July 19, 2022, as provided by the management of 1Life, to obtain a range of implied values per share, each rounded to the nearest $0.25, as set forth below:

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No company utilized in this analysis is identical to 1Life. In evaluating the comparable companies, Morgan Stanley made numerous assumptions with respect to industry performance, general business, regulatory, economic, market and financial conditions and other matters, many of which are beyond 1Life’s control. These include, among other things, the impact of competition on 1Life’s business and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of 1Life and the industry, and in the financial markets in general. Mathematical analysis (such as determining the average or median) is not in itself a meaningful method of using comparable company data.

Discounted Equity Value Analysis

Morgan Stanley performed a discounted equity value analysis for Management Case A and Management Case B, which is designed to provide insight into the potential future equity value of a company as a function of such company’s estimated future financial performance. The resulting future equity value is subsequently discounted at a rate based upon 1Life’s cost of equity in order to arrive at an estimate of the implied present value. In connection with this analysis, Morgan Stanley calculated a range of implied present equity values per share of 1Life’s common stock on a standalone basis for Management Case A and Management Case B.

To calculate these discounted fully diluted equity values, Morgan Stanley utilized the revenue estimates from Management Case A and Management Case B for the next 12 months from year-end 2024. Based upon the application of its professional judgment and experience, Morgan Stanley then applied a range of next twelve month (“NTM”) multiples of 1.50x-2.50x to this revenue estimate to determine a range of implied aggregate values of 1Life as of year-end 2024. Morgan Stanley then calculated a range of implied equity values as of such date by reducing the range of aggregate values by the estimated net debt of 1Life as of such date, as provided by the management of 1Life, assuming a future projected common equity issuance, per the direction of the management of 1Life. Morgan Stanley then divided this range of implied equity values by the number of fully diluted common shares as of such date, as provided by the management of 1Life, including the dilutive impact resulting from a future projected common equity issuance, to derive a range of implied values per share as of such date. Morgan Stanley then discounted this range of per share values to June 30, 2022, at a discount rate of 14.8%, which rate was selected by Morgan Stanley based on 1Life’s estimated cost of equity (estimated using the capital asset pricing model method and based on its professional judgement and experience) to determine a range of implied discounted equity values per share, each rounded to the nearest $0.25, as set forth below:

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Discounted Cash Flow Analysis

Morgan Stanley performed a discounted cash flow analysis for Management Case A and Management Case B, which is designed to provide an implied value of a company by calculating the present value of the estimated future cash flows and terminal value of such company. Morgan Stanley calculated a range of fully diluted equity values per share as of June 30, 2022 based on a discounted cash flow analysis. Morgan Stanley utilized estimates from Management Case A and Management Case B for purposes of its discounted cash flow analysis, as more fully described below.

Morgan Stanley first calculated the estimated unlevered free cash flows projected to be generated by 1Life based on estimates in each of Management Case A and Management Case B. These unlevered free cash flows were calculated as earnings before interest, taxes, depreciation and amortization, less (1) a portion of stock-based compensation expense, per the direction of the management of 1Life, (2) taxes (assuming effective rate of 25.0% offset by federal and state net operating losses, as provided by the management of 1Life), (3) capital expenditures and (4) plus or minus changes in net working capital, which such estimated unlevered free cash flow, in each case, was reviewed and approved by the management of 1Life for Morgan Stanley’s use. Terminal values were calculated using a perpetual growth rate ranging from 3.0% to 4.0%, with such rates selected upon the application of Morgan Stanley’s professional judgment and experience. The unlevered free cash flows and terminal values were discounted to present values as of June 30, 2022, using a midyear convention, at a discount rate ranging from 12.9% to 14.0%, which discount rates were selected upon the application of Morgan Stanley’s professional judgment and experience, to reflect an estimate of 1Life’s weighted average cost of capital determined by the application of the capital asset pricing model. The resulting range of implied aggregate values were then increased by the net cash of 1Life as of June 30, 2022, as provided by the management of 1Life, and the present value of a future projected common equity issuance, per the direction of the management of 1Life, to derive a range of implied equity values. Morgan Stanley then divided the implied equity values by the number of fully diluted shares, as of July 19, 2020 as provided by the management of 1Life, including the dilutive impact resulting from a future projected common equity issuance, to derive a range of implied values per share, each rounded to the nearest $0.25, as set forth below:

Precedent Transactions – Premiums Paid Analysis

Morgan Stanley considered, based on publicly available transaction information, transactions with global public targets larger than $1 billion in aggregate value, paid in all-cash consideration, since 1996 and announced on or before June 30, 2022. For these transactions, Morgan Stanley noted (i) the distribution of the mean of percentage premiums paid over unaffected stock price, which was defined as the stock price four weeks prior to the earliest date of the deal announcement, announcement of a competing bid, and market rumors and (ii) the annual mean of percentage premiums paid over unaffected stock price, which was defined as stock price four weeks prior to the earliest date of the deal announcement, announcement of a competing bid, and market rumors. Morgan Stanley noted a 27-year average premium of 40.1%.

Based on its analysis of the premia for these transactions and based upon the application of its professional judgment and experience, Morgan Stanley selected a representative range of premia of 40.0%-80.0% and applied such range to 1Life’s closing share price on July 1, 2022, the last day prior to media reports on a possible sale of 1Life, which resulted in an implied price range per share of $11.59 to $14.90.

No company or transaction utilized in the premiums paid analysis is identical to 1Life or the Merger. In evaluating the precedent transactions, Morgan Stanley made judgments and assumptions with regard to industry

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performance, general business, market and financial conditions and other factors beyond the control of 1Life, such as the impact of competition on the business of 1Life or the industry generally, industry growth and the absence of any adverse material change in the financial condition of 1Life or the industry or in the financial markets in general, which could affect the public trading value of the companies and the aggregate value and equity value of the transactions to which they are being compared. Mathematical analysis (such as determining the mean and median) is not in itself a meaningful method of using precedent transaction data.

Other Information

Morgan Stanley observed additional factors that were not considered part of Morgan Stanley’s financial analysis with respect to its opinion, but which were noted as reference data for the Board of Directors, including the following information described in the section of this proxy statement captioned “Opinion of Morgan Stanley & Co. LLC—Other Information—Public Trading Benchmarks—July 19 Multiples,” “Opinion of Morgan Stanley & Co. LLC—Other Information—Historic Trading Range,” and “Opinion of Morgan Stanley & Co. LLC—Other Information—Broker Price Targets.”

Public Trading Benchmarks – July 19 Multiples

Morgan Stanley conducted a public trading benchmarks analysis, as more fully described in the section of this proxy statement captioned “Opinion of Morgan Stanley & Co. LLC—Public Trading Benchmarks Analysis.” For reference only, and not as a component of its fairness analysis, Morgan Stanley derived the July 19 multiples from the aggregate values of 1Life and the comparable companies as calculated using the fully diluted equity values with the market price per share as of July 19. The July 19 multiples were not considered part of Morgan Stanley’s financial analysis with respect to its opinion due to Morgan Stanley’s determination, using its professional judgement and experience, that media reports of potential acquisitions in the sector affected trading outcomes for 1Life and the comparable companies after July 1.

The July 19 multiples represented by the ratio of aggregate value to estimated revenue for calendar years 2022 and 2023 for 1Life, the “Medicare Advantage Focused Primary Care” comparable companies and the “Tech-Enabled Healthcare Services” comparable companies are set forth below:

Historical Trading Range

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed the historic trading range of 1Life’s common stock for the 52-week period ending July 19, 2022, and noted low and high per

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share closing prices of $6.24 on May 11, 2022 and $29.79 on August 5, 2021. Morgan Stanley also reviewed the trading range of 1Life’s common stock for the 30- and 60- day periods ending July 1, 2022, the last day prior to media reports on a possible sale of 1Life, and noted a volume-weighted average price per share of $8.38 and $8.25, respectively.

Broker Price Targets

For reference only, and not as a component of its fairness analysis, Morgan Stanley reviewed and analyzed future public market trading price targets for 1Life’s common stock that were prepared and published by equity research analysts on or before July 1, 2022, the last day prior to media reports on a possible sale of 1Life. These one-year forward targets reflected each analyst’s estimate of the future public market trading price of 1Life’s common stock. The range of undiscounted analyst price targets was $9.00 to $17.00 per share of common stock as of July 1, 2022. Morgan Stanley discounted the range of analyst price targets by 12 months, at a discount rate of 14.8%, which rate was selected by Morgan Stanley based on 1Life’s estimated cost of equity (estimated using the capital asset pricing model method and based on Morgan Stanley’s professional judgment and experience), to arrive at an implied range of equity values, each rounded to the nearest $0.25, of $7.75 to $14.75 per share of common stock as of July 1, 2022.

The public market trading price targets published by equity research analysts do not necessarily reflect current market trading prices for 1Life common stock, and these estimates are subject to uncertainties, including the future financial performance of 1Life and future financial market conditions.

General

In connection with the review of the Merger by the Board of Directors, Morgan Stanley performed a variety of financial and comparative analyses for purposes of rendering its opinion. The preparation of a financial opinion is a complex process and is not necessarily susceptible to a partial analysis or summary description. In arriving at its opinion, Morgan Stanley considered the results of all of its analyses as a whole and did not attribute any particular weight to any analysis or factor it considered. Morgan Stanley believes that selecting any portion of its analyses, without considering all analyses as a whole, would create an incomplete view of the process underlying its analyses and opinion. In addition, Morgan Stanley may have given various analyses and factors more or less weight than other analyses and factors, and may have deemed various assumptions more or less probable than other assumptions. As a result, the ranges of valuations resulting from any particular analysis described above should not be taken to be Morgan Stanley’s view of the actual value of 1Life.

In performing its analyses, Morgan Stanley made numerous assumptions with regard to industry performance, general business, regulatory, economic, market and financial conditions and other matters, which are beyond the control of 1Life. These include, among other things, the impact of competition on the business of 1Life and the industry generally, industry growth, and the absence of any adverse material change in the financial condition and prospects of 1Life and the industry, and in the financial markets in general. Any estimates contained in Morgan Stanley’s analyses are not necessarily indicative of future results or actual values, which may be significantly more or less favorable than those suggested by such estimates.

Morgan Stanley conducted the analyses described above solely as part of its analysis of the fairness, from a financial point of view, of the Merger Consideration to be received by the holders of common stock (other than the Excluded Shares), and in connection with the delivery of its opinion to the Board of Directors. These analyses do not purport to be appraisals or to reflect the prices at which common stock might actually trade.

The value of the Merger Consideration to be received by the holders of common stock was determined through arm’s-length negotiations between 1Life and Amazon and was approved by the Board of Directors. Morgan Stanley acted as financial advisor to 1Life during these negotiations but did not, however, recommend

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any specific consideration to 1Life or the Board of Directors, nor opine that any specific consideration constituted the only appropriate consideration for the Merger. Morgan Stanley’s opinion did not address the relative merits of the Merger as compared to any other alternatives available to 1Life, or whether or not such alternatives could be achieved or are available. Morgan Stanley’s opinion was not intended to, and does not, constitute an opinion or a recommendation as to how stockholders of 1Life should vote at the Special Meeting to be held in connection with the Merger.

Morgan Stanley’s opinion and its presentation to the Board of Directors was one of many factors taken into consideration by the Board of Directors in deciding to approve the execution, delivery and performance by 1Life of the Merger Agreement and the Merger. Consequently, the analyses as described above should not be viewed as determinative of the opinion of the Board of Directors with respect to the Merger Consideration or of whether the Board of Directors would have been willing to agree to different consideration. Morgan Stanley’s opinion was approved by a committee of Morgan Stanley investment banking and other professionals in accordance with its customary practice.

1Life retained Morgan Stanley based upon Morgan Stanley’s qualifications, experience and expertise. Morgan Stanley is a global financial services firm engaged in the securities, investment management and individual wealth management businesses. Its securities business is engaged in securities underwriting, trading and brokerage activities, foreign exchange, commodities and derivatives trading, prime brokerage, as well as providing investment banking, financing and financial advisory services. Morgan Stanley, its affiliates, directors and officers may at any time invest on a principal basis or manage funds that invest, hold long or short positions, finance positions, and may trade or otherwise structure and effect transactions, for their own account or the accounts of its customers, in debt or equity securities or loans of Amazon, 1Life, or any other company, or any currency or commodity, that may be involved in the Merger, or any related derivative instrument.

Under the terms of its engagement letter, Morgan Stanley provided 1Life financial advisory services and the Board of Directors with a fairness opinion, described in this section and attached to this proxy statement as Annex B, in connection with the Merger, and 1Life has agreed to pay Morgan Stanley a fee of approximately $49 million for its services, $4 million of which was paid following delivery of the opinion described in this section and attached to this proxy statement as Annex B and the remainder of which is contingent upon the consummation of the Merger. 1Life has also agreed to reimburse Morgan Stanley for its reasonable, documented, out-of-pocket expenses, including reasonable, documented, out-of-pocket fees of outside counsel and other professional advisors, incurred in connection with its engagement. In addition, 1Life has agreed to indemnify Morgan Stanley and its affiliates, its and their respective officers, directors, employees and agents and each other person, if any, controlling Morgan Stanley or any of its affiliates against certain losses, claims, damages, liabilities and expenses related to, arising out of or in connection with Morgan Stanley’s engagement, including certain liabilities under the federal securities laws, including arising out of or in connection with litigation and other actions relating to Morgan Stanley’s engagement.

During the two years preceding the date of delivery of Morgan Stanley’s written opinion, Morgan Stanley or its affiliates provided financing services to Amazon and have received fees of approximately $5-15 million in connection with such services, and financial advisory and financing services to 1Life and have received fees of approximately $20-40 million in connection with such services. Morgan Stanley is currently a lender to Amazon, unrelated to the Merger. Morgan Stanley may also seek to provide financial advisory and financing services to Amazon.com, 1Life and their respective affiliates in the future and would expect to receive fees for the rendering of these services.

Interests of 1Life’s Directors and Executive Officers in the Merger

When considering the recommendation of the Board of Directors that you vote to approve the proposal to adopt the Merger Agreement, you should be aware that some of our directors and executive officers may have interests in the Merger that are different from, or in addition to, the interests of stockholders more generally, as

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more fully described below. The Board of Directors was aware of and considered these interests, among other matters, to the extent that they existed at the time, in reaching the determination that the Merger Agreement and the Transactions were fair to and in the best interests of 1Life and its stockholders, in reaching its decision to approve and declare advisable the execution, delivery and performance of the Merger Agreement and the consummation of the Transactions, in making their recommendation that the stockholders vote in favor of the adoption of the Merger Agreement and approval of the Transactions and in directing that the adoption of the Merger Agreement be submitted to a vote of the stockholders. For more information, please see the section of this proxy statement captioned “The Merger—Interests of 1Life’s Directors and Executive Officers in the Merger.”

Arrangements with Amazon

In connection with the signing of the Merger Agreement and contingent upon Closing of the Merger, Mr. Rubin has entered into a letter agreement with Amazon pursuant to which Mr. Rubin will serve as CEO, One Medical, following Closing. Under the letter agreement, Mr. Rubin will be entitled to an annual base salary of $350,000. Additionally, effective as of the Closing Date, Mr. Rubin is eligible for a sign-on payment in the aggregate amount of $3,775,000, of which (i) $2,575,000 will be payable in equal pay period installments during the one-year period following the Closing Date, and (ii) the remaining $1,200,000 will be payable in equal pay period installments during the one-year period following the first anniversary of the Closing Date, in each case, subject to continued employment with the Amazon through each such payment date.

Under the terms of the letter agreement, following the Closing, subject to approval by the Board of Directors of Amazon, Mr. Rubin will be granted an award of Amazon restricted stock units (which we refer to as an “Amazon New Hire RSU Award”) with a value of $11,275,000 (the number of restricted stock units will be calculated based on the 30-trading-day trailing average closing price of Amazon common stock on the last trading day of the week prior to the Closing Date). The Amazon New Hire RSU Award will vest on the following schedule, subject to Mr. Rubin’s continued employment through each applicable vesting date:

Additionally, following the Closing, subject to approval by the Board of Directors of Amazon, Mr. Rubin will be granted an award of Amazon restricted stock units (which we refer to as an “Amazon Deal RSU Award”) with a value of $15,000,000 (the number of restricted stock units will be calculated based on the 30-trading-day trailing average closing price of Amazon common stock on the last trading day of the week prior to the Closing Date). The Amazon Deal RSU Award will vest on the following schedule, subject to Mr. Rubin’s continued employment through each applicable vesting date:

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The letter agreement also provides that, effective as of the Closing Date, the Rubin Employment Agreement (as defined below under the section of this proxy statement captioned “The Merger—Payments Upon Termination at or Following Change in Control—Rubin Employment Agreement”) is amended such that (i) Mr. Rubin waives any right he may have to terminate his employment on or following the Closing Date for Good Reason (as defined in the Rubin Employment Agreement) and Mr. Rubin will not be entitled to any severance or other termination benefits (including any acceleration of vesting or continued vesting of any equity-based awards) in the event Mr. Rubin terminates his employment for any reason on or following the Closing Date, (ii) the Amazon New Hire RSU Award, the Amazon Deal RSU Award and any other equity-based awards granted to him by Amazon following the Closing Date will not be subject to accelerated vesting or continuing vesting upon termination of his employment for any reason and (iii) any equity-based awards granted to him by 1Life between July 20, 2022 and the Closing Date that remain unvested as of the Closing Date will be forfeited for no consideration, effective as of the Closing Date. In the event Mr. Rubin’s employment is terminated by Amazon without Cause (as defined below) on or following the Closing Date, he will be eligible to receive the severance and other termination benefits under the Rubin Employment Agreement.

As of the date of this proxy statement, none of our executive officers other than Mr. Rubin has entered into any agreement with Amazon or any of its affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates. Prior to and following the Closing, however, certain of our executive officers may have discussions, and following the Closing, may enter into agreements with, Amazon or Merger Sub, their subsidiaries or their respective affiliates regarding employment with, or the right to purchase or participate in the equity of, the Surviving Corporation or one or more of its affiliates.

Insurance and Indemnification of Directors and Executive Officers

Under the Merger Agreement, from and after the Effective Time, the Surviving Corporation and its subsidiaries will, and Amazon will cause the Surviving Corporation to, to the fullest extent permitted under the DGCL, honor and fulfill in all respects the obligations of 1Life and the 1Life subsidiaries under (i) the certificate of incorporation and bylaws (or similar organizational documents) of 1Life or 1Life subsidiary in effect as of July 20, 2022, the date of the Merger Agreement, and (ii) any and all indemnification agreements between 1Life or any 1Life subsidiary and any of their respective present or former directors and officers (collectively, the “Indemnified Parties”), and such indemnification agreements will survive the Merger and will not be amended, repealed or otherwise modified in any manner that would adversely affect the rights thereunder of such Indemnified Parties, except, in each case, to the extent required by applicable law. In addition, except to the extent required by applicable law, the certificate of incorporation and by-laws of the Surviving Corporation will contain provisions no less favorable with respect to exculpation and indemnification than are set forth in the certificate of incorporation or by-laws of 1Life in effect as of July 20, 2022, the date of the Merger Agreement, which provisions will not be amended, repealed or otherwise modified for a period of six (6) years from the Effective Time in any manner that would affect adversely the rights thereunder of the Indemnified Parties, and any claim made pursuant to such rights within such six (6) year period will continue to be subject to the indemnification provisions of the Merger Agreement until disposition of such claim.

Additionally, for a period of six (6) years from the Effective Time, Amazon will cause the Surviving Corporation, to the fullest extent permitted under applicable law, indemnify and hold harmless each Indemnified Party against all costs and expenses (including attorneys’ fees), judgments, fines, losses, claims, damages, liabilities and settlement amounts incurred by that Indemnified Party in accordance with the Terms of the Merger Agreement.

Prior to the Effective Time, 1Life will obtain, effective at the Effective Time, “tail” insurance policies with a claims period of at least six (6) years from the Effective Time with respect to directors’ and officers’ liability insurance in amount and scope (including with respect to coverage and deductibles) at least as favorable as 1Life’s existing policies as of immediately prior to the Effective Time for claims arising from facts or events that

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occurred on or prior to the Effective Time. If for any reason 1Life fails to obtain a “tail” insurance policy as of the Effective Time, Amazon will cause the Surviving Corporation to maintain in effect for six (6) years from the Effective Time, the current directors’ and officers’ liability insurance policies maintained by 1Life as of immediately prior to the Effective Time. Additionally, the Surviving Corporation may substitute policies of at least the same coverage containing terms and conditions that are substantially similar with respect to matters occurring prior to the Effective Time; but that in no event will 1Life or the Surviving Corporation, be required to expend more than an amount per year equal to 300% of current aggregate annual premiums paid by 1Life for such insurance. In the event of an expiration, termination or cancellation of such current policies, Amazon will cause the Surviving Corporation to obtain policies that provide as much coverage as is reasonably possible under substantially similar policies for such maximum annual amount in aggregate annual premiums.

For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Employee Benefits.”

Treatment of 1Life Options, 1Life RSUs and 1Life Phantom Awards

As of August 19, 2022, there were 195,791,277 shares of common stock outstanding, 27,514,634 shares of common stock subject to outstanding 1Life Options, 13,714,895 shares of common stock subject to outstanding 1Life RSUs and outstanding 1Life Phantom Awards with an aggregate value of $883,369. The 1Life RSUs and 1Life Options held by 1Life’s non-employee directors and the 1Life Options and Life RSUs held by 1Life’s executive officers immediately before the Effective Time will be treated as described below.

The Merger Agreement provides that, at the Effective Time each:

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For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of 1Life Options, 1Life RSUs, and 1Life Phantom Awards.”

Treatment of 1Life ESPP

The Merger Agreement generally provides that after July 20, 2022, no new offering periods will begin under the 1Life ESPP, no 1Life employee may become a new participant in the 1Life ESPP and no 1Life ESPP participant may increase the percentage amount of his or her payroll deduction election. The current purchase period will terminate at the earlier of (1) the scheduled purchase date for the current purchase period, which is November 15, 2022 and (2) immediately prior to the Effective Time. Each participant’s accumulated payroll deductions will be used to purchase shares of common stock on such purchase date in accordance with the terms of the 1Life ESPP. Contingent on closing of the Merger, the 1Life ESPP will terminate effective immediately prior to the Effective Time. While two of our executive officers in the 1Life ESPP, none of our executive officers have accumulated payroll deductions under the 1Life ESPP for the offering period that commenced on May 16, 2022. For more information, please see the section of this proxy statement captioned “Proposal 1: Adoption of the Merger Agreement—Merger Consideration—Treatment of Purchase Rights under the Employee Stock Purchase Plan.”

Payments Upon Termination at or Following Change in Control

Executive Severance and Change in Control Plan

In January 2020, the Board of Directors adopted an Executive Severance and Change in Control Plan (the “Executive Severance and Change in Control Plan”) that provides severance benefits to each of our executive officers, including our named executive officers (“NEOs”), other than Mr. Rubin.

Under the Executive Severance and Change in Control Plan, upon an involuntary termination without cause or resignation for good reason, participants in the plan will be entitled to receive (i) a cash payment equal to twelve months’ base salary payable in equal installments in accordance with our regular payroll schedule, and (ii) continuation of health insurance under the Consolidated Omnibus Budget Reconciliation Act of 1985, as amended (“COBRA”) for up to twelve months following such resignation or termination date. In addition, upon an involuntary termination without cause or resignation for good reason in connection at or within twelve months following a Change of Control (as defined in the Executive Severance and Change in Control Plan and which includes the Merger), participants will be entitled to receive (i) a cash payment equal to twelve months’ base salary payable in monthly installments in accordance with our regular payroll schedule, (ii) a cash payment for the participant’s full performance-based incentive at the participant’s target achievement level for the applicable year under the 1Life Executive Annual Incentive Plan, (iii) continuation of health insurance under COBRA for up to twelve months following such resignation or termination date, and (iv) acceleration of all equity awards outstanding on the resignation or termination date. All such severance benefits are subject to the participant’s execution and nonrevocation of a general release of all known and unknown claims in favor of 1Life or its acquirer or successor in substantially the form provided in the Executive Severance and Change in Control Plan.

The benefits provided under the Executive Severance and Change in Control Plan supersede any similar severance benefits described in a participant’s offer letter or employment agreement (other than for Mr. Rubin, as noted below).

For the purposes of the Executive Severance and Change in Control Plan, “cause” generally means termination of a participant’s service for one or more of the following reasons: (1) the participant’s indictment or

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conviction of any felony or any crime involving dishonesty or moral turpitude under the laws of the United States or any state thereof; (2) the participant’s refusal to abide by or comply with any reasonable, lawful directives of the Chief Executive Officer or the Board of Directors; (3) the participant’s willful dishonesty, fraud, or material misconduct with respect to the business or affairs of 1Life or its acquiror or successor in interest; (4) intentional, material violation of any contract or agreement with 1Life or of any statutory duty owed to 1Life or its acquiror or successor; or (5) the participant’s conduct by which the participant demonstrates gross unfitness to serve.

“Good Reason” shall mean if one of the following events occurs without the participant’s written consent: (i) a material reduction in the amount of aggregate cash compensation which the participant has the opportunity to earn, or failure by 1Life to pay such compensation; (ii) the participant is required by 1Life to relocate the participant’s primary work location by more than 25 miles; (iii) a material adverse reduction in the participant’s duties, authority or responsibilities, including the participant’s reporting responsibilities, but excluding any change in title that does not represent a material adverse reduction in the participant’s duties, authority or responsibilities as existed immediately prior to such change in title and (iv) a material breach by 1Life under any written agreement between the participant and 1Life.

For purposes of clause (iii) above, for all other officers, if 1Life is operated as a separate subsidiary or business unit following a Change of Control, such officers will be deemed to have suffered a material reduction in duties, authority or responsibilities if such duties, authority or responsibilities, including reporting responsibilities, with respect to such subsidiary or separate business unit are materially changed following such Change of Control. In order to effect a Resignation for Good Reason, the participant must notify the Board of Directors within 30 days after the first occurrence of the event described above, 1Life must fail to cure such event within 30 days after receiving written notice, and the participant’s resignation date must be no later than 60 days after the expiration of 1Life’s cure period. For the 1Life RSUs retention awards granted to each of our current named executive officers as described under the section captioned “The Merger—Interests of 1Life’s Directors and Executive Officers in the Merger—Payments Upon Termination at or Following Change in Control—Retention Award RSU Grants” below, “Good Reason” is defined in the Executive Severance and Change in Control Plan, except that for this specific grant only changes in employee roles and reporting chain naturally resulting from the consummation of the proposed transaction would not automatically give rise to “Good Reason.” For more information, see the section of this proxy statement captioned “The Merger—Interests of 1Life’s Directors and Executive Officers in the Merger—Payments Upon Termination at or Following Change in Control—Retention Award RSU Grants.”

The aggregate amount of cash severance and the aggregate value of continued health and welfare coverage that would be paid to our currently employed executive officers, in connection with a qualifying termination under the Executive Severance and Change in Control Plan is $4,127,177.

Rubin Employment Agreement

Under Mr. Rubin’s employment agreement with 1Life, dated as of June 27, 2017, as amended January 17, 2020 (the “Rubin Employment Agreement”), as modified by his letter agreement with Amazon, if Mr. Rubin is terminated without Cause (as defined below) within three months prior to or 12 months following a change in control, then, subject to Mr. Rubin executing and not revoking a general release of all claims, he will be entitled to (i) a lump sum cash payment equal to 24 months of his annual base salary, (ii) a lump sum cash payment equal to his full performance-based cash incentive at his target achievement level for the applicable year under the Annual Incentive Plan, (iii) continuation of health insurance coverage under COBRA for up to 24 months following termination or resignation and (iv) acceleration of all equity awards outstanding on the resignation or termination date (excluding any equity awards granted by 1Life between July 20, 2022 and the Closing Date (which would be forfeited to the extent unvested as of the Closing Date as described under “Arrangements with Amazon” above) and any Amazon equity awards granted after the Closing Date).

For purposes of the Rubin Employment Agreement, “Cause” means (i) Mr. Rubin’s conviction of or plea of guilty or nolo contendere to any felony or a crime of moral turpitude; (ii) Mr. Rubin’s willful and continued

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failure or refusal to: (a) follow lawful and reasonable policies and regulations of 1Life or its affiliates; or (b) to perform the assigned duties of his employment with 1Life or its affiliates; (iii) unprofessional, unethical, immoral or fraudulent conduct by Mr. Rubin that is materially detrimental to the reputation, character and standing of 1Life or any affiliate; or (iv) Mr. Rubin’s material breach of the Rubin Employment Agreement, the Employee Confidential Information and Inventions Assignment Agreement by and between 1Life and Mr. Rubin Agreement, or any written 1Life agreement or policies so long as, in any case, with respect to items (ii)-(iv) above, (x) 1Life has provided notice to Mr. Rubin setting forth in reasonable detail the specific conduct of Mr. Rubin that constitutes Cause within thirty (30) days of the date 1Life first becomes aware of its existence, (y) Mr. Rubin has failed to cure such conduct (if such conduct is capable of being cured) within thirty (30) days following the date of receipt of such notice, and (z) 1Life has terminated Mr. Rubin’s employment within thirty (30) days following such failure to cure. The letter agreement with Amazon also provides that, effective as of the Closing Date, the Rubin Employment Agreement is amended such that Mr. Rubin waives any right he may have to receive severance benefits upon a termination of his employment on or following the Closing Date for Good Reason (as defined in the Rubin Employment Agreement). For more information, see the section of this proxy statement captioned “The Merger—Interests of 1Life’s Directors and Executive Officers in the Merger—Arrangements with Amazon.”

Retention Award RSU Grants

Our Compensation Committee has approved, and we have granted, the following retention awards in consultation with Amazon: (i) on August 8, 2022, we granted retention awards in the form of 1Life RSUs to our current named executive officers (other than Mr. Rubin), and (ii) on August 12, 2022, we granted a retention award in the form of 1Life RSUs to Mr. Rubin (collectively with the retention awards granted to the other named executive officers, the “Retention 1Life RSUs”). The grants had the following grant date values: $10,000,000 for Mr. Rubin; $4,000,000 for Mr. Thaler; $2,000,000 for Mr. Diamond and $4,000,000 for Ms. Mango, resulting in 583,090 shares of common stock underlying the RSUs for Mr. Rubin, 237,529 shares of common stock underlying the RSUs for Mr. Thaler, 118,764 shares of common stock underlying the RSUs for Mr. Diamond and 237,529 shares of common stock underlying the RSUs for Ms. Mango. Such Retention 1Life RSUs will vest based on continued service over four (4) years, with fifty percent (50%) of the shares subject to the Retention 1Life RSUs vesting on the first anniversary of the grant date, twenty percent (20%) vesting on the second anniversary of the grant date, fifteen percent (15%) on the third anniversary of the grant date and fifteen percent (15%) vesting on the fourth anniversary of the grant. In the case of the Retention 1Life RSUs granted to our current named executive officers (other than Mr. Rubin), at the Effective Time, such Retention 1Life RSUs will be converted into the right to receive an amount in cash equal to the (1) the Merger Consideration, multiplied by (2) the number of shares then subject to such Retention 1Life RSU on the same terms and conditions (including vesting conditions) at the Effective Time. Each such cash award will vest in full upon a “Qualifying Termination,” which includes a termination without “Cause” and a resignation for Good Reason (each as defined in the Executive Severance and Change in Control Plan, except that for this specific grant only changes in employee roles and reporting chain naturally resulting from the consummation of the proposed transaction would not automatically give rise to “Good Reason”) at any time on or after the Closing Date, as described further in the section of this proxy statement captioned “The Merger—Payments Upon Termination at or Following Change in Control.’’ In the case of the Retention 1Life RSUs granted to Mr. Rubin, any 1Life RSUs that remain unvested as of the Closing Date will be forfeited for no consideration in accordance with Mr. Rubin’s letter agreement with Amazon. Any vested Retention 1Life RSUs granted to Mr. Rubin will be treated as other vested 1Life RSUs at the Closing Date and will be canceled and converted into the right to receive an amount in cash equal to the (1) the Merger Consideration, multiplied by (2) the number of shares then subject to such Retention 1Life RSUs, less any applicable tax withholdings. In addition, Mr. Rubin’s Retention 1Life RSUs will accelerate and vest in full in the event the Merger Agreement is terminated prior to the Closing Date by Amazon.

Quantification of Potential Payments to Certain 1Life Executive Officers in Connection with the Merger

In accordance with Item 402(t) of Regulation S-K, the table below sets forth the compensation that is based on or otherwise relates to the Merger that will or may become payable to 1Life’s named executive officers in

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connection with the Merger. For more information, please see the section of this proxy statement captioned “The Merger—Payments Upon Termination at or Following Change in Control” for further information regarding certain elements of this compensation.

The table below assumes that:

The amounts shown in the table below do not include the value of payments or benefits that would have been earned, or any amounts associated with equity awards that would vest pursuant to their terms, on or prior to Closing, or the value of payments or benefits that are not based on or otherwise related to the Merger.

In addition to the assumptions described in the preceding paragraph, the amounts set forth in the table below are based on certain other assumptions that are described in the footnotes accompanying the table below. The assumptions based upon which we have estimated the amounts in the table below may or may not actually occur. Accordingly, the ultimate amounts to be received by a named executive officer in connection with the Merger may differ from the amounts set forth below. For purposes of the footnotes to the table below, “single trigger” refers to benefits that arise solely as a result of Closing, and “double trigger” refers to benefits that require two (2) conditions, which are Closing and a qualifying termination. For more information, see the section of this proxy statement captioned “The Merger—Interests of 1Life’s Directors and Executive Officers” below for a quantification of the amounts that the named executive officers will receive in respect of vested equity awards at the Effective Time.

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Golden Parachute Compensation

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Equity Awards Held by 1Life’s Executive Officers and Non-Employee Directors

As discussed above in the section of this proxy statement captioned “The Merger—Interests of 1Life’s Directors and Executive Officers in the Merger—Treatment of 1Life Options, 1Life RSUs and 1Life Phantom Awards,” at the Effective Time, each vested 1Life Option and vested 1Life RSU will be canceled and automatically converted into the right to receive an amount in cash equal to the product of (i) the aggregate number of shares subject to such award, and (ii) the Merger Consideration (or, for each 1Life Option, the excess, if any, of the Merger Consideration over such 1Life Option’s per share exercise price).

At the Effective Time, unvested 1Life Options and unvested 1Life RSUs will be converted into cash-based awards with an equivalent value based on the Merger Consideration (or, for each unvested 1Life Option, the excess, if any, of the Merger Consideration over such 1Life Option’s per share exercise price), and such cash-based awards will be subject to the same vesting and forfeiture provisions as were applicable to the 1Life Options or 1Life RSUs immediately prior to the Effective Time.

Each of our named executive officers is eligible to receive the applicable vesting acceleration benefits with respect to his or her equity awards described above under the section captioned “The Merger—Payments Upon Termination at or Following Change in Control.”

Equity Interests of 1Life’s Named Executive Officers and Non-Employee Directors

The following table sets forth the number of shares of common stock and the number of shares of common stock underlying equity awards held by each of 1Life’s named executive officers and non-employee directors that are outstanding as of August 8, 2022, and includes the Retention 1Life RSUs. The table also sets forth the values of these shares and equity awards, determined as the number of shares multiplied by the Merger Consideration (minus the applicable per share exercise price for any 1Life Options). Except for the awards described herein, no additional shares of common stock or equity awards were granted to any named executive officer or non-employee director in contemplation of the Merger. The named executive officers and non-employee

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directors set forth in the table below may sell, transfer or otherwise dispose of their shares of common stock from time to time prior to the Effective Time.

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Appraisal Rights

If the Merger is consummated and certain conditions are met, stockholders of 1Life (i) who continuously hold shares of 1Life common stock through the effective date of the Merger, (ii) who did not vote their shares in favor of the adoption of the Merger Agreement; (iii) who are entitled to demand appraisal rights under Section 262 of the DGCL, (iv) who otherwise properly comply with the applicable requirements and procedures of Section 262 of the DGCL; and (v) who do not thereafter withdraw their demand for appraisal of such shares, fail to perfect or otherwise lose their appraisal rights, in each case in accordance with Section 262 of the DGCL, will be entitled to demand appraisal of their shares and receive, if the Merger is successful and the Merger is consummated, in lieu of the Merger Consideration, an amount in cash equal to the “fair value” of their shares (as of the Effective Time, exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any), as determined by the Delaware Court of Chancery, in accordance with Section 262 of the DGCL. Stockholders should be aware that the fair value of their shares could be more than, the same as or less than the Merger Consideration and that an investment banking opinion as to the fairness, from a financial point of view, of the consideration payable in a sale transaction, such as the Merger, is not an opinion as to, and does not otherwise address, fair value under Section 262 of the DGCL. Any stockholder contemplating the exercise of such appraisal rights should review carefully the provisions of Section 262 of the DGCL, particularly the procedural steps required to properly demand and perfect such rights.

The following is a summary of the procedures to be followed by stockholders who wish to exercise their appraisal rights under Section 262 of the DGCL. A copy of the full text of the version of Section 262 of the DGCL applicable to the Merger Agreement is attached to this proxy as Annex C. This summary does not purport to be a complete statement of, and is qualified in its entirety by reference to, Section 262 of the DGCL. All references in Section 262 of the DGCL and in this summary to a “stockholder” are to the record holder of shares as to which appraisal rights are asserted. A person holding a beneficial interest in shares held of record in the name of another person, such as a broker or nominee, must act promptly to cause the stockholder of record to follow the steps summarized below properly and in a timely manner to perfect appraisal rights. Failure to timely and fully comply with the procedures of Section 262 of the DGCL may result in the loss of appraisal rights under Section 262 of the DGCL. Stockholders should assume that 1Life will take no action to perfect any appraisal rights of any stockholder.

Any stockholder who desires to exercise his, her or its appraisal rights should review carefully Section 262 of the DGCL and is urged to consult his, her or its legal advisor before electing or attempting to exercise such rights. The following summary does not constitute any legal or other advice nor does it constitute a recommendation that 1Life stockholders exercise appraisal rights under Section 262 of the DGCL.

Under Section 262 of the DGCL, where a merger agreement is to be submitted for adoption at a meeting of the stockholders, the corporation, not less than twenty (20) days prior to the meeting, shall notify each of the stockholders who was such on the record date for notice of such meeting with respect to shares for which appraisal rights are available under Section 262 of the DGCL that appraisal rights are available for any or all shares of such class or series of stock of such constituent corporation, and shall include in such notice a copy of Section 262 of the DGCL. This proxy statement constitutes the formal notice of appraisal rights under Section 262 of the DGCL, and the required copy of Section 262 of the DGCL is attached to this proxy statement as Annex C.

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Any stockholder who wishes to exercise such appraisal rights or who wishes to preserve his, her or its right to do so should review the following discussion and Annex C carefully because failure to timely and properly comply with the procedures specified may result in the loss of appraisal rights under the DGCL.

If a stockholder elects to exercise appraisal rights under Section 262 of the DGCL, such stockholder must do all of the following:

Within ten (10) days after the effective date of the Merger, the Surviving Corporation will provide notice of the effective date of the Merger to those stockholders of 1Life who have properly made a written demand for appraisal pursuant to the first bullet above, as required by Section 262 of the DGCL, has not voted in favor of the adoption of the Merger Agreement and has not withdrawn or otherwise lost the right to appraisal. If the Merger is consummated, a failure to make a written demand for appraisal in accordance with the time periods specified in the first bullet above (or to take any of the other steps specified in the above bullets) will be deemed to be a waiver or a termination of your appraisal rights. At any time within sixty (60) days after the effective date of the Merger, any stockholder who has demanded an appraisal, but who has not commenced an appraisal proceeding or joined that proceeding as a named party, has the right to withdraw the demand and to accept the Merger Consideration, specified by the Merger Agreement for his, her or its shares. Any attempt to withdraw made more than sixty (60) days after the effective date of the Merger will require the written approval of the Surviving Corporation and no appraisal proceeding before the Delaware Court of Chancery as to any stockholder will be dismissed without the approval of the Delaware Court of Chancery. Such approval may be conditioned upon any terms the Delaware Court of Chancery deems just; provided, however, that this provision will not affect the right of any stockholder that has made an appraisal demand but who has not commenced an appraisal proceeding or joined such proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the terms offered in the Merger within sixty (60) days after the effective date of the Merger. If the Surviving Corporation does not approve a stockholder’s request to withdraw a demand for appraisal when the approval is required or if the Delaware Court of Chancery does not approve the dismissal of an appraisal proceeding, the stockholder would be entitled to receive only the appraised value determined in any such appraisal proceeding. This value could be higher or lower than, or the same as, the value of the Merger Consideration.

Written Demand by the Stockholder

All written demands for appraisal should be addressed to 1Life Healthcare, Inc., One Embarcadero Center, Suite 1900, San Francisco, CA 94111. Attention: Corporate Secretary. The demand for appraisal must be

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executed by or for the stockholder of record, fully and correctly, as such stockholder’s name appears on the stockholder’s shares (whether in book entry or on physical certificates). If the shares are owned of record in a fiduciary capacity, such as by a trustee, guardian or custodian, the demand should be made in that capacity, and if the shares are owned of record by more than one person, as in a joint tenancy or tenancy in common, the demand must be made by or for all owners of record. An authorized agent, including one or more joint owners, may execute the demand for appraisal for a stockholder of record, but such agent must identify the record owner or owners and expressly disclose in such demand that the agent is acting as agent for the record owner or owners of such shares.

A beneficial owner of shares held in “street name” who wishes to exercise appraisal rights should take such actions as may be necessary to ensure that a timely and proper demand for appraisal is made by the stockholder of record. If shares are held through a broker, bank or other nominee who in turn holds the shares through a central securities depository nominee, such as Cede & Co., a demand for appraisal of such shares must be made by or on behalf of the depository nominee, and must identify the depository nominee as the stockholder of record. Any beneficial owner who wishes to exercise appraisal rights and holds shares through a nominee holder is responsible for ensuring that the demand for appraisal is timely made by the stockholder of record. The beneficial holder of the shares should instruct the nominee holder that the demand for appraisal should be made by the stockholder of record of the shares, which may be a central securities depository nominee if the shares have been so deposited.

A record stockholder, such as a broker, bank, fiduciary, depository or other nominee, who holds shares as a nominee for several beneficial owners may exercise appraisal rights with respect to the shares held for one or more beneficial owners while not exercising such rights with respect to the shares held for other beneficial owners. In such case, the written demand for appraisal must set forth the number of shares covered by such demand. Unless a demand for appraisal specifies a number of shares, such demand will be presumed to cover all shares held in the name of such stockholder.

Filing a Petition for Appraisal

Within 120 days after the effective date of the Merger, the Surviving Corporation or any stockholder who has complied with Section 262 of the DGCL and is entitled to appraisal rights under Section 262 of the DGCL may commence an appraisal proceeding by filing a petition in the Delaware Court of Chancery demanding a determination of the fair value of the shares held by all stockholders entitled to appraisal rights who did not vote their shares in favor of the Merger and properly demanded appraisal of such shares. If no such petition is filed within that 120-day period, appraisal rights will be lost for all stockholders who had previously demanded appraisal of their shares. None of Amazon, Merger Sub or 1Life, as the Surviving Corporation, has any obligation to or has any present intention to file a petition and stockholders should not assume that any of the foregoing parties will file a petition or will initiate any negotiations with respect to the fair value of the shares. Accordingly, it is the obligation of the stockholders to initiate all necessary action to perfect their appraisal rights in respect of the shares within the period prescribed in Section 262 of the DGCL.

Within 120 days after the effective date of the Merger, any stockholder who has complied with Section 262 of the DGCL and the requirements for exercise of appraisal rights will be entitled, upon written request, to receive from the Surviving Corporation a statement setting forth the aggregate number of shares not voted in favor of the adoption of the Merger Agreement and with respect to which 1Life has received demands for appraisal, and the aggregate number of stockholders of such shares. Such statement must be mailed within ten (10) days after a written request therefor has been received by the Surviving Corporation or within ten (10) days after the expiration of the period for delivery of demands for appraisal, whichever is later. Notwithstanding the foregoing requirement that a demand for appraisal must be made by or on behalf of the record owner of the shares, a person who is the beneficial owner of shares held either in a voting trust or by a nominee on behalf of such person, and as to which demand has been properly made and not effectively withdrawn, may, in such person’s own name, file a petition for appraisal or request from the Surviving Corporation the statement described in this paragraph.

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If a petition for appraisal is duly filed by any stockholder and a copy of the petition is delivered to the Surviving Corporation, the Surviving Corporation will then be obligated within twenty (20) days after receiving service of a copy of the petition to file with the Delaware Register in Chancery a duly verified list (the “Verified List”) containing the names and addresses of all stockholders who have demanded an appraisal for their shares (the “Dissenting Stockholders”) and with whom agreements as to the value of their shares has not been reached. Upon the filing of a petition by a Dissenting Stockholder, the Delaware Court of Chancery may order a hearing and that notice of the time and place fixed for the hearing on the petition will be mailed to the Surviving Corporation and all the Dissenting Stockholders shown on the Verified List. Notice will also be published at least one (1) week before the day of the hearing in a newspaper of general circulation published in the City of Wilmington, Delaware, or in another publication deemed advisable by the Delaware Court of Chancery. The costs relating to these notices will be borne by the Surviving Corporation.

If a hearing on the petition is held, the Delaware Court of Chancery is empowered to determine which Dissenting Stockholders have complied with the provisions of Section 262 of the DGCL and are entitled to an appraisal of their shares. The Delaware Court of Chancery may require that Dissenting Stockholders submit their share certificates, if any, to the Delaware Register in Chancery for notation thereon of the pendency of the appraisal proceedings. The Delaware Court of Chancery is empowered to dismiss the proceedings as to any Dissenting Stockholder who does not comply with such requirement. Accordingly, Dissenting Stockholders are cautioned to retain their share certificates after the Effective Time and thereafter comply with all orders of the Delaware Court of Chancery in respect of such certificates. In addition, assuming the shares remain listed on a national securities exchange immediately before the Effective Time, which we expect to be the case, the Delaware Court of Chancery is required to dismiss the appraisal proceedings as to all Dissenting Stockholders unless (i) the total number of shares entitled to appraisal exceeds one percent (1%) of the outstanding shares eligible for appraisal or (ii) the value of the consideration provided in the Merger for such total number of shares exceeds $1 million.

Determination of Fair Value

After the Delaware Court of Chancery determines which stockholders are entitled to appraisal, the appraisal proceeding will be conducted in accordance with the rules of the Delaware Court of Chancery, including any rules specifically governing appraisal proceedings. Through the appraisal proceeding, the Delaware Court of Chancery will determine the fair value of the shares exclusive of any element of value arising from the accomplishment or expectation of the Merger, together with interest, if any, to be paid upon the amount determined to be the fair value. Unless the Delaware Court of Chancery in its discretion determines otherwise for good cause shown, interest from the effective date of the Merger through the date of payment of the judgment will be compounded quarterly and will accrue at five percent (5%) over the Federal Reserve discount rate (including any surcharge) as established from time to time during the period between the effective date of the Merger and the date of payment of the judgment. However, at any time before the entry of judgment in the proceedings, the Surviving Corporation may pay to each stockholder entitled to appraisal an amount in cash, in which case interest will accrue thereafter only upon the sum of (i) the difference, if any, between the amount so paid by the Surviving Corporation and the fair value of the shares as determined by the Delaware Court of Chancery, and (ii) interest accrued before such voluntary cash payment, unless paid at that time.

In determining fair value, the Delaware Court of Chancery is to take into account all relevant factors. In Weinberger v. UOP, Inc., the Supreme Court of Delaware discussed the factors that could be considered in determining fair value in an appraisal proceeding, stating that “proof of value by any techniques or methods that are generally considered acceptable in the financial community and otherwise admissible in court” should be considered, and that “fair price obviously requires consideration of all relevant factors involving the value of a company.” The Delaware Supreme Court stated that, in making this determination of fair value, the Delaware Court of Chancery must consider market value, asset value, dividends, earnings prospects, the nature of the enterprise and any other facts that could be ascertained as of the date of the merger that throw any light on future prospects of the merged corporation. In Weinberger, the Supreme Court of Delaware also stated that “elements of

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future value, including the nature of the enterprise, which are known or susceptible of proof as of the date of the merger and not the product of speculation, may be considered.” Section 262 of the DGCL provides that fair value is to be “exclusive of any element of value arising from the accomplishment or expectation of the merger.” In Cede & Co. v. Technicolor, Inc., the Delaware Supreme Court stated that such exclusion is a “narrow exclusion that does not encompass known elements of value,” but which rather applies only to the speculative elements of value arising from such accomplishment or expectation. An opinion of an investment banking firm as to the fairness from a financial point of view of the consideration payable in a merger is not an opinion as to fair value under Section 262 of the DGCL. You should be aware that the fair value of your shares as determined under Section 262 of the DGCL could be more than, the same as, or less than the merger consideration that you would otherwise be entitled to receive under the terms of the Merger Agreement.

Upon application by the Surviving Corporation or by any stockholder entitled to participate in the appraisal proceeding, the Delaware Court of Chancery may, in its discretion, proceed to trial upon the appraisal prior to the final determination of the stockholders entitled to an appraisal. Any stockholder whose name appears on the Verified List and who has submitted such stockholder’s stock certificates, if any, to the Delaware Register in Chancery, if such is required, may participate fully in all proceedings until it is finally determined that such stockholder is not entitled to appraisal rights. When the fair value of the shares is determined, the Delaware Court of Chancery will direct the payment of such value, with interest thereon, if any, to the stockholders entitled thereto, forthwith in the case of holders of uncertificated stock or upon surrender to the corporation of the certificates representing such shares in the case of certificated stock. The Delaware Court of Chancery’s decree may be enforced as other decrees in the Delaware Court of Chancery may be enforced. The Delaware Court of Chancery may also (i) determine the costs of the proceeding (which do not include attorneys’ fees or the fees and expenses of experts) and tax such costs upon the parties as the Delaware Court of Chancery deems equitable and (ii) upon application of a stockholder, order all or a portion of the expenses incurred by any Dissenting Stockholder in connection with the appraisal proceeding, including, without limitation, reasonable attorneys’ fees and fees and expenses of experts, to be charged pro rata against the value of all the shares entitled to appraisal. In the absence of such an order, each party bears its own expenses. Determinations by the Delaware Court of Chancery are subject to appellate review by the Delaware Supreme Court.

Stockholders considering whether to seek appraisal should bear in mind that the fair value of their shares determined under Section 262 of the DGCL could be more than, the same as, or less than the value of the Merger Consideration to be paid in the Merger. Although 1Life believes that the Merger Consideration is fair, no representation is made as to the outcome of the appraisal of fair value as determined by the Delaware Court of Chancery. Neither Amazon nor 1Life anticipates offering more than the Merger Consideration to any Dissenting Stockholder, and each of Amazon and 1Life reserve the right to assert, in any appraisal proceeding, that for purposes of Section 262 of the DGCL, the “fair value” of the shares is less than the Merger Consideration.

The process of exercising appraisal rights requires compliance with technical prerequisites. Stockholders wishing to exercise their appraisal rights should consult with their own legal counsel in connection with compliance with Section 262 of the DGCL.

Any stockholder who has duly demanded and perfected appraisal rights in compliance with Section 262 of the DGCL will not, after the effective date of the Merger, be entitled to vote his, her or its shares for any purpose or be entitled to the payment of dividends or other distributions thereon, except dividends or other distributions payable to stockholders as of a date prior to the Effective Time.

If any stockholder who demands appraisal of shares under Section 262 of the DGCL fails to perfect, successfully withdraws or loses such stockholder’s right to appraisal, such stockholder’s shares will be deemed to have been converted at the Effective Time into the right to receive the Merger Consideration. A stockholder will fail to perfect, or effectively lose, the stockholder’s right to appraisal if no petition for appraisal is filed within 120 days after the effective date of the Merger. Inasmuch as 1Life has no obligation to file such a petition and has no present intention to do so, any stockholder who desires such a petition is advised to file it on a timely

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basis. In addition, a stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party may withdraw his, her or its demand for appraisal in accordance with Section 262 of the DGCL and accept the Merger Consideration by delivering to 1Life a written withdrawal of such stockholder’s demand for appraisal and acceptance of the terms of the Merger either within sixty (60) days after the effective date of the Merger or thereafter with the written approval of 1Life. Notwithstanding the foregoing, no appraisal proceeding in the Delaware Court of Chancery will be dismissed as to any stockholder without the approval of the Delaware Court of Chancery, and such approval may be conditioned upon such terms as the Delaware Court of Chancery deems just; provided, however, that the limitation set forth in this sentence will not affect the right of any stockholder who has not commenced an appraisal proceeding or joined that proceeding as a named party to withdraw such stockholder’s demand for appraisal and to accept the Merger Consideration within sixty (60) days after the effective date of the Merger.`

STOCKHOLDERS WHO VOTE SHARES IN FAVOR OF THE ADOPTION OF THE MERGER AGREEMENT WILL NOT BE ENTITLED TO EXERCISE APPRAISAL RIGHTS WITH RESPECT THERETO BUT, RATHER, WILL RECEIVE THE MERGER CONSIDERATION.

The foregoing summary of the rights of the stockholders of 1Life to seek appraisal rights under Delaware law does not purport to be a complete statement of the procedures to be followed by the stockholders of 1Life desiring to exercise any appraisal rights available thereunder and is qualified in its entirety by reference to Section 262 of the DGCL. The proper exercise of appraisal rights requires strict adherence to the applicable provisions of the DGCL. You should also be aware that Section 262 of the DGCL was amended after the date of the Merger Agreement and prior to the date of this proxy statement. However, those amendments by their terms do not apply to merger agreements entered into before August 1, 2022, such as the Merger Agreement. Accordingly, the version of Section 262 of the DGCL in effect immediately prior to the 2022 statutory amendments is the version of Section 262 of the DGCL applicable to the Merger Agreement. A copy of the version of Section 262 of the DGCL applicable to the Merger Agreement is included as Annex C to this proxy statement.

Accounting Treatment

The Merger will be accounted for as a “purchase transaction” for financial accounting purposes.

Material U.S. Federal Income Tax Consequences of the Merger

The following discussion is a summary of material U.S. federal income tax consequences of the Merger that may be relevant to U.S. Holders and Non-U.S. Holders (each as defined below). This summary is general in nature and does not purport to be a complete analysis of all potential tax effects. The effects of other U.S. federal tax laws, such as estate and gift tax laws, and any applicable state, local or non-U.S. tax laws are not discussed. This discussion is based upon the Internal Revenue Code of 1986, as amended (the “Code”), Treasury Department regulations promulgated under the Code (the “Treasury Regulations”), court decisions, published rulings and administrative pronouncements of the Internal Revenue Service (the “IRS”), and other applicable authorities, all as in effect on the date of this proxy statement and all of which are subject to change or differing interpretations at any time, possibly with retroactive effect. This discussion is limited to stockholders who hold their shares of common stock as “capital assets” within the meaning of Section 1221 of the Code (generally, property held for investment purposes).

This discussion is for general information only and does not address all of the tax consequences that may be relevant to stockholders in light of their particular circumstances. For example, this discussion does not address the tax consequences that may be relevant to stockholders who may be subject to special treatment under U.S. federal income tax laws, such as:

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If a partnership (including an entity or arrangement, domestic or non-U.S., treated as a partnership for U.S. federal income tax purposes) is a beneficial owner of shares of common stock, then the tax treatment of a partner in such partnership will generally depend upon the status of the partner and the activities of the partner and the partnership. Partnerships holding shares of common stock and partners therein should consult their tax advisors regarding the consequences of the Merger.

We have not sought, and do not intend to seek, any ruling from the IRS with respect to the statements made and the conclusions reached in the following summary, and no assurance can be given that the IRS will agree with the views expressed herein, or that a court will not sustain any challenge by the IRS in the event of litigation.

THE FOLLOWING SUMMARY IS FOR GENERAL INFORMATIONAL PURPOSES ONLY AND IS NOT TAX PLANNING. WE URGE YOU TO CONSULT YOUR OWN TAX ADVISOR WITH RESPECT TO THE SPECIFIC TAX CONSEQUENCES TO YOU IN CONNECTION WITH THE MERGER IN LIGHT OF YOUR OWN PARTICULAR CIRCUMSTANCES, INCLUDING FEDERAL ESTATE, GIFT AND OTHER NON-INCOME TAX CONSEQUENCES, AND TAX CONSEQUENCES UNDER STATE, LOCAL OR NON-U.S. TAX LAWS.

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For purposes of this discussion, a “U.S. Holder” is a beneficial owner of shares of common stock that is for U.S. federal income tax purposes:

For purposes of this discussion, a “Non-U.S. Holder” is a beneficial owner of common stock that is not a U.S. Holder nor an entity classified as a partnership for U.S. federal income tax purposes.

U.S. Holders

The receipt of cash by a U.S. Holder in exchange for shares of common stock pursuant to the Merger will be a taxable transaction for U.S. federal income tax purposes. In general, such U.S. Holder’s gain or loss will be equal to the difference, if any, between the amount of cash received by such U.S. Holder and the U.S. Holder’s adjusted tax basis in the shares surrendered pursuant to the Merger. Gain or loss must be determined separately for each block of shares (that is, shares acquired at the same cost in a single transaction). A U.S. Holder’s adjusted tax basis generally will equal the amount that such U.S. Holder paid for the shares. Such gain or loss will be capital gain or loss and will be long-term capital gain or loss if such U.S. Holder’s holding period in such shares is more than one year at the time of the completion of the Merger. Long-term capital gains of non-corporate taxpayers, including individuals, are currently taxed at preferential U.S. federal income tax rates. The deductibility of capital losses is subject to limitations.

Non-U.S. Holders

Any gain realized by a Non-U.S. Holder pursuant to the Merger generally will not be subject to U.S. federal income tax unless:

Information Reporting and Backup Withholding

Information reporting and backup withholding (currently, at a rate of twenty-four percent (24%)) may apply to the proceeds received by a stockholder pursuant to the Merger. Backup withholding generally will not apply to (1) a U.S. Holder that furnishes a correct taxpayer identification number and certifies that the taxpayer identification number provided is correct and that such stockholder is not subject to backup withholding on IRS Form W-9 (or a substitute or successor form) or (2) a Non-U.S. Holder that (i) provides a certification of such stockholder’s foreign status on the appropriate series of IRS Form W-8 (or a substitute or successor form) or

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(ii) otherwise establishes an exemption from backup withholding. Backup withholding is not an additional tax. Any amounts withheld under the backup withholding rules may be allowed as a refund or a credit against the stockholder’s U.S. federal income tax liability, if any, provided that the required information is timely furnished to the IRS.

Withholding on Foreign Entities

Sections 1471 through 1474 of the Code and the Treasury Regulations and administrative guidance promulgated thereunder (commonly known as “FATCA”), impose a U.S. federal withholding tax of thirty percent (30%) on certain payments made to a “foreign financial institution” (as specially defined under these rules) unless such institution enters into an agreement with the U.S. government to withhold on certain payments and to collect and provide to the U.S. tax authorities substantial information regarding certain U.S. account holders of such institution (which includes certain equity and debt holders of such institution, as well as certain account holders that are foreign entities with U.S. owners) or an exemption applies. FATCA also generally will impose a U.S. federal withholding tax of thirty percent (30%) on certain payments made to a non-financial foreign entity unless such entity provides the withholding agent with either a certification that it does not have any substantial direct or indirect U.S. owners or provides information regarding substantial direct and indirect U.S. owners of the entity. An intergovernmental agreement between the U.S. and an applicable foreign country may modify these requirements. FATCA withholding currently applies to payments of dividends. The Treasury Department has released proposed regulations which, if finalized in their present form, would eliminate the federal withholding tax of thirty percent (30%) applicable to the gross proceeds of a sale or other disposition of our common stock. In its preamble to such proposed regulations, the Treasury Department stated that taxpayers may generally rely on the proposed regulations until final regulations are issued.

Stockholders are encouraged to consult with their own tax advisors regarding the possible implications of FATCA on the disposition of common stock pursuant to the Merger.

Regulatory Approvals Required for the Merger

Under the HSR Act, certain acquisitions may not be completed until information has been furnished to the DOJ and the FTC, and the applicable HSR Act waiting period requirements have been satisfied. The waiting period under the HSR Act applicable to the Merger is thirty (30) calendar days, unless the waiting period is terminated earlier or extended. If the DOJ or FTC issues a request for additional information and documentary materials (which we refer to as a “Second Request”), the parties must observe a second thirty (30)-day waiting period, which would begin to run only after both parties have substantially complied with such Second Request, unless the waiting period is terminated earlier or the parties agree with the DOJ or FTC to delay consummation of the Merger for a specified period of time.

The Merger is subject to the provisions of the HSR Act and therefore cannot be completed until each of 1Life and Amazon file a notification and report form with the DOJ and the FTC under the HSR Act and the applicable waiting period has expired or been terminated and any voluntary agreement with the DOJ or FTC not to consummate the Transactions has expired or been terminated.

At any time before or after consummation of the Merger, notwithstanding the termination or expiration of the waiting period under the HSR Act, the DOJ or the FTC could take such action under the antitrust laws as it deems necessary or desirable in the public interest, including seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of one or both of the parties, requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies. At any time before or after the completion of the Merger, and notwithstanding the termination or expiration of the waiting period under the HSR Act, any state or foreign jurisdiction could take such action under the antitrust laws as it deems necessary or desirable in the public interest. Such action could include seeking to enjoin the completion of the Merger, seeking divestiture of substantial assets of one or both of the parties,

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requiring the parties to license or hold separate assets or terminate existing relationships and contractual rights, or requiring the parties to agree to other remedies. Private parties may also seek to take legal action under the antitrust laws under certain circumstances, including by seeking to intervene in the regulatory process or litigate to enjoin or overturn regulatory approvals, any of which actions could significantly impede or even preclude obtaining required regulatory approvals. We cannot be certain that a challenge to the Merger will not be made or that, if a challenge is made, we will prevail.

Although we expect that all required regulatory clearances and approvals will be obtained, we cannot assure you that these regulatory clearances and approvals will be timely obtained, obtained at all or that the granting of these regulatory clearances and approvals will not involve the imposition of additional conditions, restrictions, qualifications, requirements or limitations on the completion of the Merger, including the requirement to divest assets, license or hold separate assets or terminate existing relationships and contractual rights, or agree to other remedies, or require changes to the terms of the Merger Agreement, or that a challenge to the Merger on antitrust grounds will not be made, or if such challenge is made, what the result will be. These conditions or changes could result in the conditions to the Merger not being satisfied. There is currently no way to predict how long it will take to obtain all of the required regulatory approvals or whether such approvals will ultimately be obtained and there may be a substantial period of time between the approval of the proposal to adopt the Merger Agreement by stockholders and the completion of the Merger.

1Life and Amazon have agreed to use reasonable best efforts to obtain all regulatory approvals required to consummate the Merger and the other transactions contemplated by the Merger Agreement, subject to certain limitations as set forth in the Merger Agreement.

Legal Proceedings

As of August 22, 2022, two complaints were filed in federal court by purported stockholders of 1Life regarding the Merger. The first complaint was filed on August 10, 2022, in the United States District Court for the Southern District of New York and is captioned O’Dell v. 1Life Healthcare, Inc., Case No. 1:22-cv-06825. The second complaint was filed on August 22, 2022, in the United States District Court for the Southern District of New York and is captioned Finlayson v. 1Life Healthcare, Inc., Case No. 1:22-cv-07150. The aforementioned two complaints are collectively referred to as the “Complaints.” The Complaints name as defendants 1Life and each member of the Board, collectively referred to as the “1Life Defendants.” The Complaints allege violations of Section 14(a) of the Exchange Act against all 1Life Defendants and allege violations of Section 20(a) of the Exchange Act against the members of the Board in connection with disclosures made by the 1Life Defendants related to the Merger. The Complaints seek, among other relief, (i) injunctive relief preventing the consummation of the Merger unless the 1Life Defendants disclose certain information requested by the plaintiffs, (ii) rescission and/or rescissory damages in the event the Merger is consummated, and (iii) an award of plaintiffs’ expenses and attorneys’ fees. The 1Life Defendants believe the claims in the Complaints are without merit and intend to vigorously defend the actions.

Additionally, on August 20, 2022, 1Life received a demand letter and draft complaint from a purported stockholder of 1Life, which seek that certain allegedly omitted information in the Schedule 14A filed on August 10, 2022, be disclosed.

It is possible that additional lawsuits may be filed or demand letters received related to the Merger between the day of this proxy statement and consummation of the Merger. If additional similar lawsuits are filed or demand letters received, absent new or different allegations that are material, 1Life will not necessarily announce such additional filings, unless such announcement or disclosure is required by law.

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PROPOSAL 1: ADOPTION OF THE MERGER AGREEMENT

The following summary describes the material provisions of the Merger Agreement. The descriptions of the Merger Agreement in this summary and elsewhere in this proxy statement are not complete and are qualified in their entirety by reference to the Merger Agreement, a copy of which is attached to this proxy statement as Annex A and incorporated into this proxy statement by reference. You should carefully read and consider the entire Merger Agreement, which is the legal document that governs the Merger, because this summary may not contain all the information about the Merger Agreement that is important to you. The rights and obligations of the parties are governed by the express terms of the Merger Agreement and not by this summary or any other information contained in this proxy statement.

The representations, warranties, covenants and agreements described below and included in the Merger Agreement (i) were made only for purposes of the Merger Agreement and as of specific dates; (ii) were made solely for the benefit of the parties to the Merger Agreement; and (iii) may be subject to important qualifications, limitations and supplemental information agreed to by 1Life, Amazon and Merger Sub in connection with negotiating the terms of the Merger Agreement and contained in the confidential disclosure schedules. In addition, the representations and warranties have been included in the Merger Agreement for the purpose of allocating contractual risk between 1Life, Amazon and Merger Sub rather than to establish matters as facts, and may be subject to standards of materiality applicable to such parties that differ from those applicable to investors. Stockholders are not third-party beneficiaries under the Merger Agreement and should not rely on the representations, warranties, covenants and agreements or any descriptions thereof as characterizations of the actual state of facts or condition of 1Life, Amazon or Merger Sub or any of their respective affiliates or businesses. Moreover, information concerning the subject matter of the representations and warranties may change after the date of the Merger Agreement. In addition, you should not rely on the covenants in the Merger Agreement as actual limitations on the respective businesses of 1Life, Amazon and Merger Sub, because the parties may take certain actions that are either expressly permitted in the confidential disclosure schedule to the Merger Agreement or as otherwise consented to by the appropriate party, which consent may be given without prior notice to the public. The Merger Agreement is described below, and included as Annex A, only to provide you with information regarding its terms and conditions, and not to provide any other factual information regarding 1Life, Amazon, Merger Sub or their respective businesses. Accordingly, the representations, warranties, covenants and other agreements in the Merger Agreement should not be read alone, and you should read the information provided elsewhere in this document and in our filings with the SEC regarding 1Life and its business.

Effects of the Merger; Certificate of Incorporation; Bylaws; Directors and Officers

The Merger Agreement provides that, upon the terms and subject to the conditions of the Merger Agreement and in accordance with the DGCL, at the Effective Time, Merger Sub will be merged with and into 1Life. As a result of the Merger, (a) the separate corporate existence of Merger Sub will cease, and 1Life will continue as the Surviving Corporation of the Merger and (b) the Merger will have the effects set forth in the Merger Agreement and in the applicable provisions of the DGCL. At the Effective Time, all of the property, rights, privileges and powers of 1Life and Merger Sub will vest in the Surviving Corporation, and all of the debts, liabilities and duties of 1Life and Merger Sub will become the debts, liabilities and duties of the Surviving Corporation.

At the Effective Time, the certificate of incorporation of 1Life as in effect as of July 20, 2022, the date of the Merger Agreement (the “1Life Charter”) will be amended and restated so as to read in its entirety in the form attached to the Merger Agreement as Exhibit A, until subsequently amended as provided in the 1Life Charter or by applicable law. Amazon and 1Life will take such actions reasonably necessary to cause the bylaws of 1Life as in effect as of the July 20, 2022, date of the Merger Agreement (the “1Life Bylaws”) to be amended in their entirety pursuant to the Merger to conform to the bylaws of Merger Sub as in effect immediately prior to the Effective Time (except that the name will be “1Life Healthcare, Inc.”), and as so amended will be the bylaws of the Surviving Corporation until subsequently amended as provided in the 1Life Bylaws or by applicable law.

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At the Effective Time: (a) the directors of Merger Sub immediately prior to the Effective Time will be the only directors of the Surviving Corporation as of immediately following the Effective Time and (b) the officers of Merger Sub immediately prior to the Effective Time will be the only officers of the Surviving Corporation as of immediately following the Effective Time, in each case until their respective successors are duly elected or appointed and qualified or until the earlier of their death, resignation or removal in accordance with the certificate of incorporation and by-laws of the Surviving Corporation.

Closing and Effective Time

Unless the Merger Agreement has been terminated in accordance with its terms, the Closing will take place by electronic exchange of deliverables at 9:00 a.m., New York time, on the third (3^rd) business day after the satisfaction or written waiver (where permissible under applicable law) of all of the conditions to Closing set forth in the Merger Agreement (other than those conditions that by their terms are to be satisfied at the Closing (subject to their satisfaction or written waiver (where permissible))), unless another time, date or place is agreed to in writing by Amazon and 1Life. The date on which the Closing occurs is referred to in the Merger Agreement as the “Closing Date.”

On the Closing Date, or on such other date as Amazon and 1Life may agree to in writing, Amazon, Merger Sub and 1Life will cause a certificate of merger (the “Certificate of Merger”) to be executed and filed with the Secretary of State of the State of Delaware in such form as required by and in accordance with Section 251 of the DGCL. The Merger will become effective at the time the Certificate of Merger has been duly filed with the Secretary of State of the State of Delaware or such other date and time as is agreed upon by Amazon and 1Life and specified in the Certificate of Merger in accordance with the DGCL, such date and time are referred to as the “Effective Time.”

Merger Consideration

Common Stock

Each share of 1Life common stock issued and outstanding immediately prior to the Effective Time (each, a “Share” and collectively, the “Shares”), other than the Excluded Shares, will be converted automatically into the right to receive the Merger Consideration of $18.00 in cash, without interest.

Treatment of 1Life Options, 1Life RSUs and 1Life Phantom Awards

The Merger Agreement provides that, at the Effective Time, subject to all applicable federal, state and local tax withholding requirements, each:

(i) outstanding and unexercised option to purchase Shares granted under any 1Life Stock Plan (each, a “1Life Option”) or portion thereof that is vested or that, pursuant to its terms as in effect as of July 20, 2022, the date of the Merger Agreement, would become vested as of the Effective Time (with any market or performance conditions applicable to such 1Life Options determined in accordance with the applicable award agreement relating thereto as of immediately prior to the Effective Time), and has an exercise price per Share that is less than the Merger Consideration, will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the amount by which the Merger Consideration exceeds the applicable exercise price per Share of such 1Life Option and (B) the aggregate number of Shares issuable upon exercise of such 1Life Option or portion thereof; Amazon will cause the Surviving Corporation to make the payments described in this clause (i) as promptly as practicable (and in no event later than the thirtieth (30th) calendar day following the Effective Time);

(ii) outstanding and unexercised 1Life Option or portion thereof that is unvested and that is not canceled in accordance with the provisions of the Merger Agreement described in clause (i) above or clause (iii) below will,

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by virtue of the Merger and without further action on the part of the holder thereof, be converted into the right to receive an amount in cash equal to the product of (A) the amount by which the Merger Consideration exceeds the exercise price per Share of such 1Life Option and (B) the aggregate number of Shares subject to such unvested 1Life Option or portion thereof as of immediately prior to the Effective Time (the “Unvested Option Payment”), provided that such Unvested Option Payment (x) will be subject to the same vesting and forfeiture provisions as were applicable to such unvested 1Life Option immediately prior to the Effective Time, (y) will vest in installments over the remainder of the vesting schedule of such 1Life Option based on the same percentage of the 1Life Option that would have vested on each applicable vesting date, with each such installment to be paid as soon as reasonably practicable (but no more than thirty (30) calendar days) following such vesting date, and (z) will be subject to forfeiture on the same terms and conditions as were applicable to such 1Life Option; the transactions described in this clause (ii) will in all cases be effected in a manner intended to comply with Section 409A of the Code;

(iii) 1Life Option, whether vested or unvested, that has an exercise price per Share that is greater than the Merger Consideration will be canceled without the payment of consideration;

(iv) outstanding restricted stock unit award granted under any 1Life Stock Plan (each, a “1Life RSU”) that is unvested as of the Effective Time will, by virtue of the Merger and without further action on the part of the holder thereof, be converted into the right to receive an amount in cash equal to the product of (A) the Merger Consideration and (B) the aggregate number of Shares subject to such unvested 1Life RSU as of immediately prior to the Effective Time (the “Unvested RSU Payment”), provided that such Unvested RSU Payment (x) will be subject to the same vesting and forfeiture provisions as were applicable to such unvested 1Life RSU immediately prior to the Effective Time, (y) will vest in installments over the remainder of the vesting schedule of such 1Life RSU based on the same percentage of the 1Life RSU that would have vested on each applicable vesting date, with each such installment to be paid as soon as reasonably practicable (but no more than thirty (30) calendar days) following such vesting date, and (z) will be subject to forfeiture on the same terms and conditions as were applicable to such 1Life RSU;

(v) 1Life RSU that is vested and outstanding or payable immediately prior to the Effective Time will be canceled and converted into the right to receive an amount in cash, without interest, equal to the product of (A) the Merger Consideration and (B) the number of Shares underlying such 1Life RSU; Amazon will cause the Surviving Corporation to make the payments described in this clause (v) as promptly as practicable (and in no event later than the thirtieth (30th) calendar day following the Effective Time); provided, however, in the event that such payment would cause any additional taxes to be payable pursuant to Section 409A of the Code, Amazon will cause the Surviving Corporation to make such payment to pay such amounts at the earliest time permitted under the terms of the applicable agreement, plan or arrangement that will not trigger a tax or penalty under Section 409A of the Code; and

(vi) outstanding phantom award (each, a “1Life Phantom Award”) granted under the Iora Third Amended and Restated 2011 Equity Incentive Plan will remain outstanding and continue to be subject to the same terms and conditions as applicable to such 1Life Phantom Award immediately prior to the Effective Time.

Prior to the Effective Time, the Board of Directors (and/or the compensation committee (or equivalent committee) of the Board of Directors) will adopt such resolutions as are necessary to give effect to the transactions described above.

Treatment of Purchase Rights Under the Employee Stock Purchase Plan

The Merger Agreement provides that, as soon as practicable after July 20, 2022, the date of the Merger Agreement, 1Life will take all actions with respect to the 1Life ESPP that are necessary to provide that: (a) no employee may elect to participate in the 1Life ESPP after July 20, 2022, (b) with respect to the offering period currently in progress as of July 20, 2022 (the “Purchase Plan Offering Period”), (i) no participant may increase

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the percentage amount of his or her payroll deduction election from that in effect on July 20, 2022 for the Purchase Plan Offering Period and (ii) the Purchase Plan Offering Period will terminate at the earlier of (x) the scheduled purchase date for the Purchase Plan Offering Period, which is November 15, 2022, and (y) immediately prior to the Effective Time, (c) each participant’s accumulated payroll deductions will be used to purchase Shares in accordance with the terms of the 1Life ESPP on the earlier of (x) the scheduled purchase date for the Purchase Plan Offering Period, which is November 15, 2022, and (y) immediately prior to the Effective Time, (d) no additional offering periods will commence thereafter and (e) the 1Life ESPP will terminate, effective at the Effective Time.

Convertible Notes

The Merger Agreement provides that, at and prior to the Closing, 1Life will (and Amazon will cooperate with 1Life to) comply with the provisions of the Indenture dated as of May 29, 2020 (the “Indenture”) between 1Life, as issuer, and U.S. Bank National Association, as trustee (the “Trustee”), relating to the 3.00% Convertible Senior Notes due June 15, 2025 in an aggregate principal amount of $316,250,000.00 issued under and pursuant to the Indenture (the “Convertible Notes”), including executing and delivering a supplemental indenture to the Indenture in form satisfactory to the Trustee (as defined in the Indenture) in connection with the Merger and the delivery, issuance or entry into any notices, certificates or other documents or instruments required to comply with the Indenture; provided that (i) 1Life will deliver a copy of any such supplemental indenture, notice, certificate, legal opinion or other document to Amazon at least three (3) business days prior to delivering or entering into such supplemental indenture, notice, certificate, legal opinion or other document in accordance with the terms of the Indenture and will in each case consider in good faith any comments that Amazon has with respect thereto; (ii) 1Life will notify Amazon promptly after making any settlement election (including, for the avoidance of doubt, by sharing a copy of any relevant Settlement Notice (as defined in the Indenture) with respect to any Conversion Date (as defined in the Indenture)) under the Indenture; and (iii) prior to the Closing, 1Life will not, except as otherwise described in this paragraph, amend, modify, supplement or terminate the Indenture or take any action that would result in a change to the Conversion Rate (as defined in the Indenture as in effect on the date hereof) without the prior written consent of Amazon, such consent not to be unreasonably withheld, conditioned or delayed. In connection with the Merger and the other transactions contemplated by the Merger Agreement, in the event that Amazon desires to consummate a repurchase offer or similar transaction, in each case in Amazon’s sole discretion, with respect to any or all of the Convertible Notes (any such transaction, a “Repurchase Transaction”), each of 1Life, Amazon and Merger Sub will use their respective commercially reasonable efforts to, and will use their respective commercially reasonable efforts to cause their respective subsidiaries and representatives (and, in the case of 1Life, the Trustee under the Indenture) to, cooperate with one another in good faith to permit such Repurchase Transaction to be effected on such terms, conditions and timing as reasonably requested by Amazon, and 1Life will use commercially reasonable efforts to assist Amazon in the preparation of any documentation related thereto reasonably requested by Amazon, in each case in form and substance reasonably satisfactory to Amazon; provided that (i) the Repurchase Transaction will not be consummated prior to the Closing; and (ii) Amazon will pay all reasonable and documented out-of-pocket fees and expenses incurred by 1Life in taking actions requested by Amazon in connection with a Repurchase Transaction.

Exchange and Payment Procedures

The Merger Agreement provides that, prior to the Effective Time, Amazon will (i) appoint a bank or trust company approved (such approval not to be unreasonably withheld, conditioned or delayed) in advance by 1Life as (the “Paying Agent”), and (ii) enter into a paying agent agreement, in form and substance reasonably acceptable to 1Life (the “Paying Agent Agreement”), with such Paying Agent for the payment of the Merger Consideration in accordance with the Merger Agreement. At or before the Closing, Amazon will deposit, or cause the Surviving Corporation to deposit, with the Paying Agent, for the benefit of the holders of Shares (other than Excluded Shares), cash in an amount sufficient to pay the aggregate Merger Consideration required to be paid pursuant to the Merger Agreement (such cash being hereinafter referred to as the “Payment Fund”). The

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Payment Fund will not be used for any other purpose. The Payment Fund will be invested by the Paying Agent as directed by Amazon; provided, however, that such investments will be in obligations of or guaranteed by the U.S. or any agency or instrumentality thereof and backed by the full faith and credit of the U.S., and that such investments will only be invested in the manner provided in the Paying Agent Agreement. Any net profit resulting from, or interest or income produced by, such investments will be payable to the Surviving Corporation.

As promptly as practicable after the Effective Time (and in any event, within five (5) business days thereafter), Amazon will cause the Paying Agent to mail to each holder of record of a certificate or certificates that represented Shares (the “Certificates”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to the Merger Agreement: (i) a letter of transmittal, which will specify that delivery will be effected, and risk of loss and title to the Certificates (if any) will pass, only upon delivery of such Certificates (or effective affidavits of loss in lieu thereof) to the Paying Agent, and will otherwise be in customary form and have such other provisions as Amazon or the Paying Agent may reasonably specify and (ii) instructions for effecting the surrender of the Certificates in exchange for payment of the Merger Consideration. Upon surrender of Certificates (or effective affidavit of loss in lieu thereof) for cancellation to the Paying Agent or to such other agent or agents as may be appointed by Amazon, and upon delivery of a letter of transmittal, duly executed and in proper form, with respect to such Certificates, the holder of such Certificates will be entitled to receive the Merger Consideration for each Share formerly represented by such Certificates. Any Certificates so surrendered will then be canceled. The Merger Consideration paid upon the surrender for exchange of Certificates will be deemed to have been paid in full satisfaction of all rights pertaining to Shares formerly represented by such Certificates. If payment of the Merger Consideration is to be made to a person other than the person in whose name any surrendered Certificate is registered, it will be a condition precedent of payment that the Certificate so surrendered will be properly endorsed or will be otherwise in proper form for transfer, and the person requesting such payment will have paid any transfer or other taxes required by reason of the payment of the Merger Consideration to a person other than the registered holder of the Certificate so surrendered or will have established to the satisfaction of the Paying Agent that such taxes either have been paid or are not payable. Any holder of non-certificated Shares represented by book-entry (“Book-Entry Shares”), which Shares were converted into the right to receive the Merger Consideration at the Effective Time pursuant to the Merger Agreement, will not be required to deliver a Certificate or an executed letter of transmittal to the Paying Agent to receive the Merger Consideration that such holder is entitled to receive pursuant to the Merger Agreement. Instead, each registered holder of one or more such Book-Entry Shares will automatically upon the Effective Time be entitled to receive, and the Surviving Corporation will cause the Paying Agent to pay and deliver as soon as reasonably practicable after the Effective Time (and in any event, within five (5) business days thereafter), the Merger Consideration payable for each such Book-Entry Share. Payment of the Merger Consideration with respect to Book-Entry Shares will only be made to the person in whose name such Book-Entry Shares are registered. Until surrendered as contemplated hereby, each Certificate or Book-Entry Share will be deemed at any time after the Effective Time to represent only the right to receive the Merger Consideration as contemplated by the Merger Agreement. No interest will be paid or will accrue on any cash payable to holders of Certificates or Book-Entry Shares pursuant to the Merger Agreement.

Representations and Warranties

The Merger Agreement contains representations and warranties of 1Life, Amazon and Merger Sub.

Some of the representations and warranties in the Merger Agreement made by 1Life are qualified as to “materiality” or “1Life Material Adverse Effect.” For purposes of the Merger Agreement, “1Life Material Adverse Effect” means any event, circumstance, change, condition, occurrence or effect that, individually or in the aggregate with any other event, circumstance, change, condition, occurrence or effect, has had, or would reasonably be expected to have, individually or in the aggregate, a material adverse effect on the assets, business, condition (financial or otherwise) or results of operations of (a) 1Life, (b) 1Life’s subsidiaries and (c) all of the professional medical organizations and professional limited liability companies and other entities and any and all of their subsidiaries, to which 1Life or any of its subsidiaries provides administrative and business support

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services under a management services agreement or administrative services agreement (collectively, the “Affiliated Practices” and together with 1Life and 1Life’s subsidiaries, the “1Life Group”), taken as a whole. However, in no event will any of the following, alone or in combination, be deemed to constitute, nor will any of the following be taken into account in determining whether there has been, a 1Life Material Adverse Effect:

provided that that if the exceptions set forth in clauses (a), (b) and (c) have a disproportionate impact on the 1Life Group, taken as a whole, compared to other companies that operate in the industries or geographies in which the 1Life Group operates, then such effects, changes, developments or occurrences may be taken into account in determining whether a 1Life Material Adverse Effect has occurred solely to the extent of such disproportionate impact.

In the Merger Agreement, 1Life has made customary representations and warranties to Amazon and Merger Sub that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement and 1Life’s disclosure schedule thereto. These representations and warranties relate to, among other things:

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In the Merger Agreement, Amazon and Merger Sub have made customary representations and warranties to 1Life that are subject, in some cases, to specified exceptions and qualifications contained in the Merger Agreement. These representations and warranties relate to, among other things:

Conduct of Business Pending the Merger

The Merger Agreement provides that, between the time of the execution and delivery of the Merger Agreement on July 20, 2022 and the earlier of the Effective Time and the termination of the Merger Agreement in accordance with its terms (the “Pre-Closing Period”), except (x) as required by applicable law or as expressly prior consented to in writing by Amazon (such consent not to be unreasonably withheld, conditioned or delayed), (y) in certain circumstances, for any actions or the failure to take any action in response to COVID-19 or COVID-19 Measures in accordance with the Merger Agreement, or (z) as expressly required or to the extent permitted by any other provision of the Merger Agreement or as set forth in 1Life’s disclosure schedule thereto, 1Life will, and will cause 1Life’s subsidiaries and to the extent permitted by the terms of the applicable Affiliated Practice Documents (as defined below) and subject to applicable law, cause the Affiliated Practices, to use reasonable best efforts to conduct the businesses of the 1Life Group only in the ordinary course of business and, to the extent consistent therewith, use reasonable best efforts to: (i) preserve substantially intact the business organization, assets, properties and business relations of the 1Life Group, including its material business relationships with customers, Payors (as defined in the Merger Agreement), Care Professionals (as defined in the Merger Agreement), suppliers, licensors, licensees, advertisers and others having material business dealings with any members of the 1Life Group, (ii) keep available the services of 1Life’s executive officers and, to the extent permitted by the terms of the applicable Affiliated Practice Documents and subject to applicable law, the Affiliated Practices, in each case on commercially reasonable terms, (iii) maintain in effect all business licenses, permits, consents, franchises and approvals and authorizations necessary for the conduct of the business of the 1Life Group as conducted on July 20, 2022, the date of the Merger Agreement, and (iv) maintain relationships of the 1Life Group with governmental authorities that have jurisdiction over its business and operations.

Except as expressly required or to the extent permitted by any other provision of the Merger Agreement, as set forth in 1Life’s disclosure schedule thereto or as required by applicable law, neither 1Life nor any 1Life subsidiary will, and, to the extent permitted by applicable law and the terms of the Affiliated Practice Documents, 1Life and 1Life subsidiaries will cause the Affiliated Practices not to, during the Pre-Closing Period,

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do any of the following without the prior written consent of Amazon (such consent not to be unreasonably withheld, conditioned or delayed):

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