UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)


☒			QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2025


☐			TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission File Number 001-34221

ModivCare Inc.

(Exact name of registrant as specified in its charter)


Delaware						86-0845127
(State or other jurisdiction of incorporation or organization)						(I.R.S. Employer Identification No.)

6900 E Layton Avenue, 12th Floor, Denver, Colorado 80237

(Address of principal executive offices) (Zip Code)

(720) 258-2130

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act:*


Title of each class	Trading Symbol(s)	Name of exchange on which registered
Common Stock, $0.001 par value per share	MODVQ*	OTC Markets Group*

* At the opening of business on August 28, 2025, the registrant’s common stock was suspended from trading on The Nasdaq Global Select Market and trades in the registrant’s common stock began being quoted on the Expert Market operated by the OTC Markets Group under the symbol “MODVQ.” The Nasdaq Stock Market LLC filed a Form 25-NSE on October 1, 2025 to delist the registrant’s common stock and to remove it from registration under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended.

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. ☒ Yes ☐ No

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). ☒ Yes ☐ No

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.


Large accelerated filer	☐	Accelerated filer	☒
Non-accelerated filer	☐	Smaller reporting company	☐
		Emerging growth company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). ☐ Yes ☒ No

Indicate by check mark whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Securities Exchange Act of 1934 subsequent to the distribution of securities under a plan confirmed by a court. ☐ Yes ☐ No

As of December 15, 2025, there were 14,401,602 shares outstanding (excluding treasury shares of 5,379,010) of the registrant’s Common Stock, $0.001 par value per share.

TABLE OF CONTENTS


		Page

PART I—FINANCIAL INFORMATION

Item 1.	Financial Statements	4

	Unaudited Condensed Consolidated Balance Sheets – September 30, 2025 and December 31, 2024	4

	Unaudited Condensed Consolidated Statements of Operations – Three and nine months ended September 30, 2025 and 2024	5

	Unaudited Condensed Consolidated Statements of Cash Flows – Nine months ended September 30, 2025 and 2024	6

	Unaudited Condensed Consolidated Statements of Stockholders’ Equity – Nine months ended September 30, 2025 and 2024	8

	Notes to the Unaudited Condensed Consolidated Financial Statements – September 30, 2025	9

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	38

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	61

Item 4.	Controls and Procedures	61

PART II—OTHER INFORMATION

Item 1.	Legal Proceedings	63

Item 1A.	Risk Factors	63

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	71

Item 3.	Defaults Upon Senior Securities	71

Item 4.	Mine Safety Disclosures	71

Item 5 .	Other Information	71

Item 6.	Exhibits	72

PART I—FINANCIAL INFORMATION

Item 1. Financial Statements.

ModivCare Inc.

(Debtor-in-Possession)

Unaudited Condensed Consolidated Balance Sheets

(in thousands, except share and per share data)


	September 30, 2025		December 31, 2024
Assets
Current assets:
Cash and cash equivalents	$	78,227	$	112,581
Accounts receivable, net of allowance of $383 and $1,439, respectively	279,100		222,317
Contract receivables	122,454		117,795
Other receivables	13,229		16,732
Prepaid expenses and other current assets	43,226		25,419
Short-term deposits	37,547		—
Restricted cash	13,486		535
Total current assets	587,269		495,379
Property and equipment, net	76,678		82,409

Goodwill	416,858		680,252
Payor network, net	222,745		269,020
Other intangible assets, net	11,317		13,300
Equity investment	28,283		31,427
Operating lease right-of-use assets	29,707		36,597
Other assets	46,708		45,948
Total assets	$	1,419,565	$	1,654,332
Liabilities and stockholders' equity (deficit)
Current liabilities:
Accounts payable	$	88,735	$	83,068
Accrued contract payables	27,601		22,639
Accrued transportation costs	56,827		96,745
Accrued expenses and other current liabilities	114,683		139,176
Current portion of operating lease liabilities	7,390		8,616
Revolving Credit Facility	—		269,000
Short-term debt	—		5,250
Debtor-in-possession facility	62,500		—
Total current liabilities	357,736		624,494
Long-term debt, net of deferred financing costs of $— and $30,689, respectively	—		986,436
Deferred tax liabilities	13,471		13,557

Operating lease liabilities, less current portion	27,595		32,905
Other long-term liabilities	31,862		35,414
Liabilities subject to compromise	1,453,018		—
Total liabilities	1,883,682		1,692,806

Stockholders’ equity (deficit)
Common stock: Authorized 40,000,000 shares; $0.001 par value; 19,927,526 and 19,882,026, respectively, issued and outstanding (including treasury shares)	20		20
Additional paid-in capital	457,899		457,406
Accumulated deficit	(652,912)		(225,715)
Treasury shares, at cost, 5,525,915 and 5,558,898 shares, respectively	(269,124)		(270,185)
Total stockholders’ equity (deficit)	(464,117)		(38,474)
Total liabilities and stockholders’ equity (deficit)	$	1,419,565	$	1,654,332

See accompanying notes to the unaudited condensed consolidated financial statements.

ModivCare Inc.

(Debtor-in-Possession)

Unaudited Condensed Consolidated Statements of Operations

(in thousands, except share and per share data)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Service revenue, net	$	679,707	$	702,037	$	1,989,914	$	2,084,787

Operating expenses:
Service expense	584,130		597,934		1,707,765		1,769,600
General and administrative expense	84,351		70,903		233,521		224,145
Depreciation and amortization	23,295		27,940		70,228		82,795
Impairment of goodwill	—		—		263,394		105,302
Total operating expenses	691,776		696,777		2,274,908		2,181,842

Operating income (loss)	(12,069)		5,260		(284,994)		(97,055)

Interest expense, net	14,467		28,493		90,413		67,129
Loss on debt extinguishment	—		11,797		—		11,797
Reorganization items, net	53,482		—		53,482		—
Loss before income taxes and equity method investment	(80,018)		(35,030)		(428,889)		(175,981)
Income tax benefit	7,505		11,070		3,882		2,055
Equity in net loss of investee, net of tax	(618)		(2,644)		(2,190)		(3,862)
Net loss	$	(73,131)	$	(26,604)	$	(427,197)	$	(177,788)

Loss per common share:
Basic	$	(5.08)	$	(1.87)	$	(29.75)	$	(12.50)
Diluted	$	(5.08)	$	(1.87)	$	(29.75)	$	(12.50)

Weighted-average number of common shares outstanding:
Basic	14,400,841		14,253,192		14,361,141		14,224,155
Diluted	14,400,841		14,253,192		14,361,141		14,224,155

See accompanying notes to the unaudited condensed consolidated financial statements.

ModivCare Inc.

(Debtor-in-Possession)

Unaudited Condensed Consolidated Statements of Cash Flows

(in thousands)


	Nine months ended September 30,
	2025		2024
Operating activities
Net loss	$	(427,197)	$	(177,788)
Adjustments to reconcile net loss to net cash used in operating activities:
Depreciation	21,970		23,536
Amortization	48,258		59,259
Stock-based compensation	1,469		4,792
Deferred income taxes	(85)		(6,753)
Impairment of goodwill	263,394		105,302
Loss on debt extinguishment	—		11,797
Paid-in-kind interest	15,058		—
Amortization of deferred financing costs and debt discount	13,988		4,752
Equity in net loss of investee	2,210		5,360
Reduction of right-of-use assets	7,755		7,289
Non-cash reorganization items, net	42,421		—
Changes in operating assets and liabilities:
Accounts receivable and other receivables	(52,346)		(33,997)
Contract receivables	(4,659)		33,528
Prepaid expenses and other current assets	(20,785)		(11,382)
Short-term deposits	(37,547)		—

Accrued contract payables	4,961		(70,188)
Accounts payable and accrued expenses	13,906		14,256
Accrued transportation costs	(39,918)		(2,222)
Other changes in operating assets and liabilities	(7,643)		(3,994)
Net cash used in operating activities	(154,790)		(36,453)
Investing activities
Purchase of property and equipment	(16,892)		(22,281)
Net cash used in investing activities	(16,892)		(22,281)
Financing activities
Issuance of debtor-in-possession facility	62,500		—
Net proceeds from Revolving Credit Facility	—		114,200
Issuance of short-term debt	75,000		—
Issuance of long-term debt	30,000		525,000
Repayment of debt	(2,625)		(508,657)
Payment of debt issuance costs	(10,787)		(25,512)
Payment of debt issuance costs for debtor-in-possession facility	(3,894)		—
Other financing activities	85		(195)
Net cash provided by financing activities	150,279		104,836
Net change in cash, cash equivalents and restricted cash	(21,403)		46,102
Cash, cash equivalents and restricted cash at beginning of period	113,116		2,782
Cash, cash equivalents and restricted cash at end of period	$	91,713	$	48,884

See accompanying notes to the unaudited condensed consolidated financial statements.

ModivCare Inc.

(Debtor-in-Possession)

Unaudited Supplemental Cash Flow Information

(in thousands)


	Nine months ended September 30,
Supplemental cash flow information	2025		2024
Cash paid for interest	$	64,568	$	44,845
Cash paid for income taxes	$	18,489	$	7,226
Cash paid for reorganization items, net	$	14,955	$	—
Assets acquired under operating leases (non-cash)	$	2,169	$	7,352
Paid-in-kind debt transaction costs (non-cash)	$	7,865	$	—

See accompanying notes to the unaudited condensed consolidated financial statements.

ModivCare Inc.

(Debtor-in-Possession)

Unaudited Condensed Consolidated Statements of Stockholders’ Equity (Deficit)

(in thousands, except share and per share data)


	Nine months ended September 30, 2025

	Common Stock			Additional				Treasury Stock
	Shares	Amount		Paid-In Capital		Accumulated Deficit		Shares	Amount		Total
Balance at December 31, 2024	19,882,026	$	20	$	457,406	$	(225,715)	5,558,898	$	(270,185)	$	(38,474)
Net loss	—	—		—		(50,377)		—	—		(50,377)
Stock-based compensation	—	—		1,217		—		—	—		1,217
Restricted stock issued	35,083	—		—		—		—	—		—
Restricted stock surrendered for employee tax payment	—	—		—		—		9,103	1		1
Balance at March 31, 2025	19,917,109	$	20	$	458,623	$	(276,092)	5,568,001	$	(270,184)	$	(87,633)
Net loss	—	—		—		(303,689)		—	—		(303,689)
Stock-based compensation	—	—		(442)		—		—	—		(442)
Restricted stock issued	6,769	—		—		—		—	—		—
Restricted stock surrendered for employee tax payment	—	—		—		—		2,038	(3)		(3)
Shares issued for ESPP	—	—		(936)		—		(45,305)	1,066		130
Balance at June 30, 2025	19,923,878	$	20	$	457,245	$	(579,781)	5,524,734	$	(269,121)	$	(391,637)
Net loss	—	—		—		(73,131)		—	—		(73,131)
Stock-based compensation	—	—		654		—		—	—		654
Restricted stock issued	3,648	—		—		—		—	—		—
Restricted stock surrendered for employee tax payment	—	—		—		—		1,181	(3)		(3)
Balance at September 30, 2025	19,927,526	$	20	$	457,899	$	(652,912)	5,525,915	$	(269,124)	$	(464,117)


	Nine months ended September 30, 2024

	Common Stock			Additional				Treasury Stock
	Shares	Amount		Paid-In Capital		Accumulated Deficit		Shares	Amount		Total
Balance at December 31, 2023	19,775,041	$	20	$	450,945	$	(24,437)	5,571,004	$	(270,333)	$	156,195
Net loss	—	—		—		(22,300)		—	—		(22,300)
Stock-based compensation	—	—		1,973		—		—	—		1,973
Restricted stock issued	22,577	—		—		—		—	—		—
Restricted stock surrendered for employee tax payment	—	—		—		—		1,607	(64)		(64)
Shares issued for director stipends	1,559	—		37		—		—	—		37
Balance at March 31, 2024	19,799,177	$	20	$	452,955	$	(46,737)	5,572,611	$	(270,397)	$	135,841
Net loss	—	—		—		(128,884)		—	—		(128,884)
Stock-based compensation	—	—		2,159		—		—	—		2,159
Restricted stock issued	13,947	—		—		—		—	—		—
Restricted stock surrendered for employee tax payment	—	—		—		—		3,706	(92)		(92)
Shares issued for director stipends	881	—		23		—		—	—		23
Shares issued for ESPP	—	—		48		—		(17,798)	420		468
Balance at June 30, 2024	19,814,005	$	20	$	455,185	$	(175,621)	5,558,519	$	(270,069)	$	9,515
Net loss	—	—		—		(26,604)		—	—		(26,604)
Stock-based compensation	—	—		506		—		—	—		506
Restricted stock issued	57,251	—		—		—		—	—		—
Restricted stock surrendered for employee tax payment	—	—		—		—		15,399	(436)		(436)
Shares issued for director stipends	1,619	—		23		—		—	—		23
Balance at September 30, 2024	19,872,875	$	20	$	455,714	$	(202,225)	5,573,918	$	(270,505)	$	(16,996)

See accompanying notes to the unaudited condensed consolidated financial statements.

ModivCare Inc.

(Debtor-in-Possession)

Notes to the Unaudited Condensed Consolidated Financial Statements

September 30, 2025

1. Organization and Basis of Presentation

Description of Business

ModivCare Inc. ("ModivCare" or the "Company") is a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for public and private payors and their members. Its value-based solutions address the social determinants of health ("SDoH") by connecting members to essential care services. By doing so, ModivCare helps health plans manage risks, reduce costs, and improve health outcomes. ModivCare serves as a provider of non-emergency medical transportation ("NEMT"), personal care services ("PCS"), and in-home monitoring solutions ("Monitoring"), which serve similar, highly vulnerable patient populations. The technology-enabled operating model in its NEMT segment includes the coordination of non-emergency medical transportation services supported by an infrastructure of core competencies in risk underwriting, contact center management, network credentialing and claims management. Additionally, its personal care services in its PCS segment include placements of non-medical personal care assistants, home health aides and nurses primarily to Medicaid patient populations in need of care monitoring and assistance performing daily living activities in the home setting. ModivCare’s in-home monitoring solutions in its Monitoring segment include in-home clinical monitoring and quality improvement services that leverage personal emergency response systems, vitals monitoring devices, relationship-based care, and data-driven patient engagement solutions.

ModivCare also holds a 43.6% minority interest in CCHN Group Holdings, Inc. and its subsidiaries, which operates under the Matrix Medical Network brand (“Matrix”). Matrix, which is included in its Corporate and Other segment, maintains a national network of community-based clinicians who deliver in-home and on-site services.

Basis of Presentation

The Company follows accounting standards established by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. References to GAAP issued by FASB in these notes are to the FASB Accounting Standards Codification (“ASC”), which serves as the single source of authoritative accounting and applicable reporting standards to be applied for non-governmental entities. All amounts are presented in U.S. dollars unless otherwise noted.

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for the fair presentation of the results of the interim periods have been included.

The Company has made estimates relating to the reporting of assets and liabilities, revenues and expenses, and certain disclosures in the preparation of these unaudited condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. Management has evaluated events and transactions that occurred after the balance sheet date and through the date these unaudited condensed consolidated financial statements were filed with the SEC and considered the effect of such events in the preparation of these unaudited condensed consolidated financial statements.

The unaudited condensed consolidated balance sheet at December 31, 2024 included in this Form 10-Q has been derived from audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. The results of operations for the three and nine month periods ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year, particularly as a result of the filing of the Chapter 11 Cases (as defined below). The unaudited condensed consolidated financial statements contained herein should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024.

Reclassifications: Certain prior year amounts have been reclassified to conform to current year presentation.

Voluntary Filing Under Chapter 11

On August 20, 2025, the Company entered into a Restructuring Support Agreement (the "RSA") with certain creditors, including (a) an ad hoc group of certain first lien lenders (the “Consenting First Lien Lenders”) under that certain Credit Agreement, dated as of February 3, 2022 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), and (b) an ad hoc group of second lien noteholders (the “Consenting Second Lien Noteholders” and together with the Consenting First Lien Lenders, the “Consenting Creditors”) of ModivCare’s Second Lien Senior Secured PIK Toggle Notes due 2029 (the “Second Lien Notes”), issued under that certain Second Lien Senior Secured PIK Toggle Notes Indenture, dated as of March 7, 2025, by and between ModivCare, as issuer, certain subsidiaries of ModivCare, as guarantors, and Ankura Trust Company, LLC, as trustee (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Second Lien Notes Indenture”). The pre-arranged joint plan of reorganization (the "Plan") was confirmed by the Bankruptcy Court on December 15, 2025.

As set forth in the RSA, including in the term sheet attached thereto (the “Restructuring Term Sheet”), the parties to the RSA have agreed on the principal terms of a proposed financial restructuring of the Company (the “Restructuring”). On August 20, 2025 (the “Petition Date”), the Company commenced voluntary cases (collectively, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) providing for a court-administered reorganization pursuant to the terms of the RSA and Restructuring Term Sheet.

The RSA and the Plan contemplate a comprehensive restructuring of the Company’s debt obligations and capital structure and a recapitalization of the Company. Specifically, the RSA, the Restructuring Term Sheet, and the Plan provide, in pertinent part, as follows:

•Certain of the Consenting Creditors providing $100 million in debtor-in-possession financing to fund the Chapter 11 Cases;

•Up to $300 million of takeback term loans upon emergence from chapter 11;

•The conversion of approximately $871 million in principal claims under the Existing First Lien Credit Agreement into $200 million of exit debt and 98% of the reorganized Debtors’ pro forma equity, subject to dilution by DIP Backstop Premium (defined below), the management incentive plan, and the New Warrants (defined below);

•The conversion of approximately $316 million in principal claims under the Second Lien Notes Indenture into equity in the reorganized Debtors’ pro forma equity, subject to dilution by DIP Backstop Premium, the management incentive plan, and the New Warrants;

•The Holders of Second Lien Notes Claims and other General Unsecured Claims are to receive their pro rata of 2% of the equity in the reorganized Debtors' pro forma equity, subject to dilution by DIP Backstop Premium, the management incentive plan, and the New Warrants;

•The issuance of the Series A Warrants, the Series B Warrants, and the Series C Warrants (as defined in the Restructuring Term Sheet, the “New Warrants”) to the Second Lien Noteholders and Holders of General Unsecured Claims;

•The opportunity for certain holders of unsecured claims against the Company (including Second Lien Notes, General Unsecured Claims, and Subordinated Unsecured Claims) to participate in a potential equity rights offering of up to $200 million (the “Equity Rights Offering”); and

•The reorganized Company’s entry into a new money revolving credit facility of up to $250 million.

Upon consummation, the Restructuring will affect a significant deleveraging of the Company’s capital structure by reducing the Company’s total funded debt (including accrued but unpaid interest) by approximately $1.1 billion.

The RSA contains certain representations, warranties, and covenants on the part of the Company and the Consenting Creditors, including limitations on the parties’ ability to pursue alternative transactions, commitments by the Consenting Creditors to vote in favor of a pre-arranged joint plan of reorganization (the “Plan”), and commitments of the Company and the Consenting Creditors to cooperate in good faith to finalize the documents and agreements contemplated by the RSA and the Restructuring Term Sheet.

The RSA includes certain milestones (the “Milestones”) for the progress of the Chapter 11 Cases, which include entry of an order by the Bankruptcy Court confirming the Plan no later than 90 calendar days following the Petition Date and the occurrence of the effective date of the Plan no later than 110 calendar days following the Petition Date. The Plan was confirmed by the Bankruptcy Court on December 15, 2025. The Required Consenting Creditors may extend or waive the Milestones pursuant to the terms of the RSA. The Milestone under the RSA for the effective date of the Plan was extended to December 31, 2025.

The RSA may be terminated upon, among other things: (a) the failure to meet the Milestones; (b) the occurrence of certain breaches of the RSA; (c) the mutual agreement of the parties; and (d) in the case of the Company, if the board of directors, members, or managers, as applicable, of the Company reasonably determines in good faith and based upon advice of outside legal counsel that performance under the RSA would be inconsistent with its applicable fiduciary duties.

Although the Company intends to pursue the Restructuring in accordance with the terms set forth in the RSA and the Restructuring Term Sheet, there can be no assurance that the Company will be successful in completing the Restructuring, whether on the same or different terms or at all.

Voluntary Petitions For Bankruptcy

On the Petition Date, the Company commenced the Chapter 11 Cases in the Bankruptcy Court in accordance with the terms of the RSA. The Company has requested that the Chapter 11 Cases be jointly administered under the caption “In re: ModivCare Inc. et al.” The Company continues to operate its business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company sought and received approval of a variety of “first day” motions containing customary relief intended to facilitate the Company’s ability to continue ordinary course operations. The Plan was confirmed by the Bankruptcy Court on December 15, 2025.

Debtor-In-Possession Credit Agreement

The DIP Lenders provided a senior secured superpriority priming debtor-in-possession term loan credit facility in an aggregate principal amount of up to $100.0 million (the “DIP Facility”). Borrowings under the DIP Facility are senior secured obligations of the Debtors, secured by a super-priority lien on the collateral under the DIP Facility, which includes substantially all of the Debtors’ assets. The DIP Credit Agreement contains various customary representations, warranties and covenants of the Debtors.

All holders of claims arising under the First Lien Loans have been offered the opportunity to participate in and fund their pro rata share of the DIP Facility. Certain of the Consenting First Lien Lenders (the “DIP Backstop Parties”) have agreed to backstop and provide the DIP Loans based on the terms set forth in the applicable DIP Backstop Commitment Letter (as defined in the RSA).

The DIP Loans will accrue an interest rate, payable in cash, of either (a) SOFR plus 7.00% per annum or (b) Alternate Base Rate plus 6.00% per annum.

Fees and expenses on the DIP Facility include: (a) as stipulated by the Plan, a backstop premium (the “DIP Backstop Premium”) equal to 20.0% of the reorganized Debtors’ pro forma equity, subject to dilution by the management incentive plan, the New Warrants issued to the Second Lien Noteholders, and potentially the Equity Rights Offering; (b) as stipulated by the DIP Credit Agreement, an original issue discount of 2.00% of the DIP Facility commitments netted from proceeds at issuance; and (c) as stipulated by the DIP Credit Agreement, an exit fee of 3.00% of the DIP Facility commitments, which is due and payable in cash upon termination of the DIP Facility commitments.

The commencement of the Chapter 11 proceedings constituted an event of default that accelerated the Company's obligations under its 2029 Notes and Second Lien Notes, however any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the Chapter 11 proceedings.

Adoption of ASC 852 - Reorganizations

Beginning on the Petition Date, the Company applied Financial Accounting Standards Board ASC Topic 852 - Reorganizations ("ASC 852") in preparing the unaudited condensed consolidated financial statements. ASC 852 specifies the accounting and financial reporting requirements for entities reorganizing through Chapter 11 bankruptcy proceedings up to and including the period of emergence from Chapter 11 (the "Effective Date"). These requirements include distinguishing transactions associated with the reorganization separate from activities related to the ongoing operations of the business. Accordingly, certain charges incurred during the bankruptcy proceedings, such as the write-off of deferred financing costs and discount on debt subject to compromise as well as legal and professional fees incurred directly as a result of the bankruptcy proceeding are recorded as Reorganization items, net in the unaudited condensed consolidated statements of operations. In addition, prepetition obligations that may be impacted by the Chapter 11 process have been classified on the unaudited condensed consolidated balance sheets as of September 30, 2025 as liabilities subject to compromise. These liabilities are reported at the amounts the Company anticipates will be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts. See Note 14, Liabilities Subject to Compromise and Note 15, Reorganization Items, Net for more information.

Automatic Stay

The Company’s various legal proceedings have been automatically stayed as a result of the Chapter 11 Cases, with such stay to be lifted upon the effectiveness of the Plan.

Executory Contracts

Under the Bankruptcy Code, the Debtors, subject to certain exceptions, may assume, or reject certain executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors from performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach. Generally, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this document, including where applicable a quantification of the Company’s obligations under any such executory contract or unexpired lease of the Debtors, is qualified by any overriding rejection rights the Company has under the Bankruptcy Code.

Claims Reconciliation

The Bankruptcy Court set a general bar date of October 1, 2025 and a governmental bar date of February 26, 2026 as deadlines for filing proofs of claim against the Debtors. As of December 15, 2025, the Debtors have received approximately 2,178 proofs of claims for an amount of approximately $6.1 billion. The claims have been reconciled to amounts recorded in the Company’s accounting records. Differences in amounts recorded and claims filed by creditors are being investigated and resolved, including through the filing of objections with the Bankruptcy Court, where appropriate. The Company may ask the Bankruptcy Court to disallow claims that the Company believes are duplicative, have been later amended or superseded, are without merit, are overstated, or should be disallowed for other reasons. In light of the substantial number of claims filed, the claims resolution process may take considerable time to complete.

Nasdaq Matters

On August 21, 2025, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had determined to commence proceedings to delist the Company’s common stock, $0.001 par value per share from Nasdaq. Nasdaq reached its decision that the Company was no longer suitable for listing pursuant to Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1 as a result of the Company’s commencement of the Chapter 11 Cases.

In addition, on August 20, 2025, the Company received a notification letter from Nasdaq notifying the Company that, because the Company was delinquent in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC.

The Company's common stock was suspended from trading on Nasdaq at the opening of business on August 28, 2025. The Company did not and does not intend to appeal Nasdaq’s decision to delist its Common Stock. At the opening of business on August 28, 2025, the Company's common stock began being quoted on the Expert Market operated by the OTC Markets

Group under the symbol "MODVQ." The Nasdaq Stock Market LLC filed a Form 25-NSE on October 1, 2025 to delist the Company’s common stock and to remove it from registration under Section 12(b) of the Exchange Act.

Management's Liquidity Plans and Going Concern Considerations

In accordance with ASC 205-40, Presentation of Financial Statements – Going Concern, Management evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of financial statement issuance. The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP, assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business.

As of September 30, 2025, the Company had cash and cash equivalents, excluding restricted cash, of $78.2 million and an accumulated deficit of $652.9 million. The Company has a history of operating losses and expects to continue to generate negative cash flows from operations in the near term. The Company has continued to experience financial challenges, including increased transportation and caregiver costs that have not been offset by corresponding reimbursement rate increases from payors, the loss of contracts, and membership declines. Additionally, the Company has experienced lengthened collection periods due to complexities in Medicare, Medicaid, and nongovernmental payor arrangements, resulting in delays between recognizing revenue for services rendered and collecting cash payments owed for the Company's services. These factors have negatively impacted and are anticipated to continue to negatively impact cash flow generation and liquidity.

For each of the reasons detailed above, the Company filed a voluntary petition for reorganization under Chapter 11 (the “Chapter 11 Cases” or “bankruptcy filing”) of the United States Bankruptcy Code in the Southern District of Texas on August 20, 2025 and expects to continue to manage its operations as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In general, as a debtor-in-possession, the Company is authorized to continue to operate as an ongoing business but not to engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court.

While management believes that the Restructuring of the Company through the Chapter 11 Cases will allow the Company to successfully emerge from the Chapter 11 Cases and continue to operate as a viable going concern, the Company’s pre-arranged joint plan of reorganization (the "Plan") may never become effective, the restructuring and recapitalization transactions contemplated by the RSA and the Restructuring Term Sheet may never be consummated, the Bankruptcy Court may grant or deny motions in a manner that is adverse to the Company and its subsidiaries, and the Chapter 11 Cases may be converted into cases under Chapter 7 of the Bankruptcy Code.

These factors raise substantial doubt about the Company's ability to satisfy its obligations as they become due within one year from the issuance date of these unaudited condensed consolidated financial statements. Accordingly, Management has concluded that substantial doubt exists about the Company's ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon, among other things, its ability to implement a comprehensive restructuring, successfully emerge from the Chapter 11 Cases and generate sufficient liquidity following the Restructuring to meet its obligations and operating needs as they become due. Management can provide no assurance that the transactions described therein will be consummated. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for twelve months following the issuance date. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

2. Significant Accounting Policies and Recent Accounting Pronouncements

Use of Estimates

The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities, including disclosure of contingencies, at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

Fair Value Measurements

The Company follows FASB ASC Topic 820, Fair Value Measurement (“ASC 820”) which establishes a three-level valuation hierarchy for disclosure of fair value measurements. The valuation hierarchy categorizes assets and liabilities

measured at fair value into one of three different levels depending on the observability of the inputs employed in the measurement. The three levels based on the observability of inputs are defined as follows:

–Level 1: Quoted Prices in Active Markets for Identical Assets – inputs to the valuation methodology are quoted prices in active markets as of the measurement date for identical assets or liabilities.

–Level 2: Significant Other Observable Inputs – inputs to the valuation methodology are based upon quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar assets and liabilities in markets that are not active, and inputs other than quoted prices that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

–Level 3: Significant Unobservable Inputs – inputs to the valuation methodology are unobservable and significant to the fair value measurement.

A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires judgment and considers factors specific to the asset or liability. As of September 30, 2025 and December 31, 2024, the carrying amount for cash and cash equivalents, accounts receivable (net of allowance for credit losses), current assets and current liabilities was equal to or approximated fair value due to their short-term nature or proximity to current market rates. Fair values for the Company's publicly traded debt securities are based on quoted market prices, when available, and for the Company's nonpublic debt are based on lender quotes, when available. See Note 9, Debt, for the fair value of the Company's long-term and short-term debt. Due to the limited availability of data on our pre-petition debt as a result of the comprehensive restructuring of the Company’s debt obligations and capital structure through the Chapter 11 proceedings, the fair value of the Company's pre-petition debt is not disclosed as of September 30, 2025.

Goodwill and Intangible Assets

In accordance with ASC 350, Intangibles-Goodwill and Other, the Company reviews goodwill for impairment annually, and more frequently if events and circumstances indicate that an asset may be impaired. Such circumstances could include, but are not limited to: (1) the loss or modification of significant contracts, (2) a significant adverse change in legal factors or in business climate, (3) unanticipated competition, (4) an adverse action or assessment by a regulator, or (5) a significant decline in the Company’s stock price.

When evaluating goodwill for impairment, the Company first performs qualitative assessments for each reporting unit to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying value. If the qualitative assessment suggests that it is more likely than not that the fair value of a reporting unit is less than its carrying value, then the Company performs a quantitative assessment and compares the fair value of the reporting unit to its carrying value and to the extent the carrying value is greater than the fair value, the difference is recorded as an impairment in the consolidated statements of operations.

The Company performed a quantitative test comparing the carrying value of the Company's reporting units with their respective fair value. The fair value of the Company's reporting units was estimated using the income approach, the market valuation approach or a combination thereof. The income approach produces an estimated fair value of a reporting unit based on the present value of the cash flows the Company expects the reporting unit to generate in the future. Estimates included in the discounted cash flow model are primarily Level 3 inputs and include the discount rate, which the Company determines based on adjusting an industry-wide weighted-average cost of capital for size, geography, and company specific risk factors, long-term rates of growth and profitability of the Company’s business, working capital effects and planned capital expenditures. The market approach produces an estimated fair value of a reporting unit based on a comparison of the reporting unit to comparable publicly traded entities in similar lines of business. The Company’s significant estimates in the market approach include the selected similar companies with comparable business factors such as size, growth, profitability, risk and return on investment and the multiples the Company applies to earnings before interest, taxes, depreciation and amortization (“EBITDA”) to estimate the fair value of the reporting unit.

During the second quarter of 2025, the Company recorded an aggregate $263.4 million impairment of goodwill, of which $211.8 million was recorded within its PCS reporting unit and $51.6 million was recorded within its Monitoring reporting unit. During the second quarter of 2024, the Company recorded a $105.3 million impairment of goodwill within its Monitoring reporting unit. For both periods, the Company determined that based on its qualitative assessment for each reporting unit, factors existed which required the Company to test its goodwill and indefinite-lived intangible assets for impairment. See Note 7, Goodwill and Intangible Assets, for additional details.

Internal-use Software and Cloud Computing Arrangements

The Company develops and implements software for internal use to enhance the performance and capabilities of the technology infrastructure. The costs incurred for the development of the internal-use software are capitalized when they meet the internal-use software capitalization criteria outlined in ASC 350-40 and are included within "Property and equipment, net" on the unaudited condensed consolidated balance sheets. The capitalized costs are amortized using the straight-line method over the estimated useful lives of the software, ranging from 3 to 10 years. As of September 30, 2025 and December 31, 2024, capitalized costs associated with the internal-use software, net of accumulated amortization were $30.6 million and $26.1 million, respectively. The amount of accumulated amortization as of September 30, 2025 and December 31, 2024 was $14.8 million and $7.8 million, respectively. Amortization expense during the three months ended September 30, 2025 and 2024 totaled $2.5 million and $1.5 million, respectively, and during the nine months ended September 30, 2025 and 2024, totaled $6.6 million and $4.0 million, respectively.

In addition to acquired software, the Company capitalizes costs associated with cloud computing arrangements (“CCA”) that are service contracts. The CCA include services which are used to support certain internal corporate functions as well as technology associated with revenue-generating activities. The capitalized costs are amortized using the straight-line method over the term of the related CCA. As of September 30, 2025 and December 31, 2024, capitalized costs associated with CCA, net of accumulated amortization were $12.4 million and $11.9 million, respectively. The amount of accumulated amortization as of September 30, 2025 and December 31, 2024 was $13.1 million and $10.3 million, respectively. Amortization expense during the three months ended September 30, 2025 and 2024, totaled $0.8 million and $1.5 million, respectively, and during the nine months ended September 30, 2025 and 2024, totaled $2.9 million and $3.8 million, respectively.

Revenue Recognition

Under ASC 606, the Company recognizes revenue as it transfers promised services directly to its customers at the amount that reflects the consideration to which the Company expects to be entitled in exchange for providing these services. The Company's performance obligations are driven by its different segments of business and primarily consist of integrated service offerings to provide non-emergency medical transportation, personal care services, or in-home monitoring services directly to its customers. The Company receives payment for providing these services from third-party payors that include federal, state, and local governmental agencies, managed care organizations, and private consumers. In the NEMT segment, the Company's performance obligation is to stand ready to perform transportation-related activities, including the management, fulfillment, and recordkeeping activities associated with such services. In the PCS segment, the Company's performance obligation is to deliver patient care services in accordance with the nature and frequency of services outlined in each contract. In the Monitoring segment, the Company's performance obligation is to stand ready to perform monitoring services in the form of personal emergency response system monitoring, vitals monitoring, and other monitoring services, as contractually agreed upon. The Company satisfies substantially all of its performance obligations over time and recognizes revenue over time instead of at points in time which aligns the pattern of transfer of promised services with the value received by the customer for the performance completed to date.

The Company holds different contract types under its different segments of business. In the NEMT segment, there are both capitated contracts, under which payors pay a fixed amount monthly per eligible member and revenue is recognized over each distinct service period, and fee-for-service ("FFS") contracts, under which the Company bills and collects a specified amount for each service that is provided and revenue is recognized using the right to invoice practical expedient. In the PCS segment, contracts are also FFS and service revenue is reported at the estimated net realizable amount from patients and third-party payors for services rendered and revenue is recognized using the right to invoice practical expedient. Under Monitoring contracts, payors pay per-enrolled-member-per-month, based on enrolled membership, and revenue is recognized ratably over the contract term. For each contract type, the Company determines the transaction price based on the gross charges for services provided, reduced by estimates for contractual adjustments due to settlements of audits and payment reviews from third-party payors. The Company determines the estimated revenue adjustments at each segment based on its historical experience with various third-party payors and previous results from the claims and adjudication process. The PCS segment uses the portfolio approach to determine the estimated revenue adjustments. See further information in Note 4, Revenue Recognition.

Government Grants

The Company periodically receives government grants which are not generated from the Company's contractual performance obligations under ASC 606, Revenue from Contracts with Customers. Funding received from governmental entities under government programs generally requires that the recipient attests to and complies with certain terms and conditions of receiving the funding. When received, these government grants are recorded on the unaudited condensed consolidated balance sheets in "Accrued expenses and other current liabilities" until the time at which there is reasonable assurance the conditions of the grant will be met, at which point they can be recognized on the unaudited condensed consolidated statement of operations. Once recognized, the Company records the funds as an offset to "Service expense" as the

grants are used to offset certain costs. During the three and nine months ended September 30, 2025, no grant distributions were received, as compared to the three and nine months ended September 30, 2024, during which grant distributions of $2.2 million and $16.2 million were received, respectively. During the three months ended September 30, 2025, an immaterial amount of grant funding was recognized as an offset to "Service expense" and during the nine months ended September 30, 2025, $1.3 million was recognized as an offset to "Service expense." During the three and nine months ended September 30, 2024, $1.2 million and $19.1 million, respectively, were recognized as an offset to "Service expense". The remaining balance is recorded on the unaudited condensed consolidated balance sheets in the "Accrued expenses and other current liabilities" line item until the conditions for recognition have been met. See further information in Note 8, Accrued Expenses and Other Current Liabilities.

Restricted Cash

Restricted cash primarily relates to amounts held as cash collateral for performance bonds and amounts held in trusts and escrow accounts for reinsurance claims losses under the Company’s insurance operation for historical workers’ compensation, general and professional liability and auto liability reinsurance programs, as well as amounts restricted for withdrawal under our self-insured medical and benefits plans.

Short-term Deposits

Short-term deposits primarily relate to amounts paid as cash collateral for performance bonds for which the Company is not included on a joint bank account with the respective insurance companies.

Liabilities Subject to Compromise

Liabilities subject to compromise include liabilities that were incurred before the Company filed for Chapter 11 or that became known after the petition was filed. The liabilities are subject to compromise because they are either undersecured or unsecured and will likely not be repaid at their full amount. Further details of the liabilities that are subject to compromise can be found at Note 14, Liabilities Subject to Compromise.

Reorganization Items, Net

Reorganization items, net include revenues, expenses, realized gains and losses, and provisions for losses resulting from the reorganization and restructuring of the business and are reported separately as reorganization items on the unaudited condensed consolidated statement of operations. Further details of the reorganization items recorded as of the date of these unaudited financial statements can be found at Note 15, Reorganization Items, Net.

Recent Accounting Pronouncements

Recent accounting pronouncements that the Company has yet to adopt are as follows:

In December 2023, the FASB issued ASU 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures ("ASU 2023-09"). This update enhances the transparency and decision usefulness of income tax disclosures including updates to the disclosures related to the rate reconciliation and income taxes paid. These updates improve transparency by requiring consistent categories and greater disaggregation of information in the rate reconciliation and requiring income taxes paid to be disaggregated by jurisdiction. ASU 2023-09 is effective for public business entities for fiscal years beginning after December 15, 2024, with early adoption permitted.

In November 2024, the FASB issued ASU 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses ("ASU 2024-03"). This update improves the disclosures about a public business entity's expenses and addresses requests from investors for more detailed information about the types of expenses in commonly presented expense captions (such as cost of sales; selling, general, and administrative expenses; and research and development). This update provides investors with disaggregated information about public business entity's expenses to help investors better understand the entity's performance; better assess the entity's prospects for future cash flows; and compare an entity's performance over time with that of other entities. ASU 2024-03 is effective for all public business entities for annual reporting periods beginning after December 15, 2026, and interim reporting periods beginning after December 15, 2027, with early adoption permitted.

3. Segments

The Company’s reportable segments are identified based on a number of factors related to how its Chief Operating Decision Maker ("CODM") determines the allocation of resources and assesses the performance of the Company’s operations.

The Company's CODM is its President and Chief Executive Officer. The Company's reportable segments are strategic business units that offer different healthcare-related services to the Company's members. They are managed separately because each segment has its own distinct revenue generating activities and core business processes, which requires different technology and strategies in order to serve the varying needs of its members. The Company's CODM manages the Company under four reportable segments, the services of each are discussed in detail below.

For each of the segments, the CODM uses operating income or loss as the measure of profit or loss to assess segment performance and allocate resources (including personnel, financial, and capital resources) during periodic budgeting and forecasting processes and budget-to-actual variance reviews. The Company's operating income for the reportable segments includes an allocated portion of corporate expenses to the respective segments and includes revenues and all other costs directly attributable to the specific segment.

The CODM uses total assets as the measure of assets attributable to each segment and reviews this measure in conjunction with segment performance to allocate capital to technology investments and projects in each segment in order to identify the best deployment of resources.

•NEMT - The Company's NEMT segment is the largest manager of non-emergency medical transportation programs for state governments and managed care organizations, or MCOs, in the U.S. This segment also holds the results of the Company's captive insurance program;

•PCS - The Company's PCS segment provides in-home personal care services to State and Managed Medicaid, Medicare, and Private Pay patient populations in need of care monitoring and assistance performing activities of daily living;

•Monitoring - The Company's Monitoring segment provides in-home monitoring solutions, including in-home clinical monitoring and quality improvement services that leverage personal emergency response systems, vitals monitoring devices, relationship-based care and data-driven patient engagement solutions;

•Corporate and Other - The Company's Corporate and Other segment includes the costs associated with the Company's corporate operations as well as the results of an investment in innovation related to expanding our virtual care, digital engagement, monitoring capabilities, and member insights and analytics that the Company made at the end of the first quarter of 2023, which contributes to service revenue and service expense. The operating results of the Corporate and Other segment include activities related to executive, accounting, finance, internal audit, tax, legal and certain strategic and corporate development functions for each segment, the results of this investment in innovation, as well as the results of the Company's Matrix investment.

The following table sets forth certain financial information from operations attributable to the Company’s business segments for the three and nine months ended September 30, 2025 and 2024 (in thousands):


	Three months ended September 30, 2025
	NEMT		PCS		Monitoring		Corporate and Other		Total
Service revenue, net	$	491,672	$	168,737	$	17,046	$	2,252	$	679,707

Purchased services	388,401		—		—		—		388,401
Payroll and related costs	39,177		132,104		4,251		343		175,875
Other service expense	13,033		2,158		3,361		1,302		19,854
Service expense	440,611		134,262		7,612		1,645		584,130

General and administrative expense	25,118		21,194		5,299		32,740		84,351
Depreciation and amortization	7,482		9,304		5,748		761		23,295

Operating income (loss)	18,461		3,977		(1,613)		(32,894)		(12,069)

Interest expense, net	—		—		—		14,467		14,467
Reorganization items, net	208		—		—		53,274		53,482
Income (loss) before income taxes and equity method investment	18,253		3,977		(1,613)		(100,635)		(80,018)
Income tax (benefit) provision	(867)		3,556		983		3,833		7,505
Equity in net income (loss) of investee, net of tax	21		—		—		(639)		(618)
Net income (loss)	$	17,407	$	7,533	$	(630)	$	(97,441)	$	(73,131)

Balance Sheet Information
Equity investment	$	361	$	—	$	—	$	27,922	$	28,283
Goodwill	$	135,186	$	203,664	$	77,978	$	30	$	416,858
Total assets	$	580,132	$	479,332	$	165,381	$	194,720	$	1,419,565


	Nine months ended September 30, 2025
	NEMT		PCS		Monitoring		Corporate and Other		Total
Service revenue, net	$	1,414,014	$	517,412	$	52,653	$	5,835	$	1,989,914

Purchased services	1,109,159		—		—		—		1,109,159
Payroll and related costs	117,732		408,868		12,760		791		540,151
Other service expense	37,303		6,527		10,028		4,597		58,455
Service expense	1,264,194		415,395		22,788		5,388		1,707,765

General and administrative expense	82,119		65,635		16,651		69,116		233,521
Depreciation and amortization	22,617		28,090		17,709		1,812		70,228
Impairment of goodwill	—		211,780		51,614		—		263,394
Operating income (loss)	45,084		(203,488)		(56,109)		(70,481)		(284,994)

Interest expense, net	—		—		—		90,413		90,413
Reorganization items, net	208		—		—		53,274		53,482
Income (loss) before income taxes and equity method investment	44,876		(203,488)		(56,109)		(214,168)		(428,889)
Income tax benefit (provision)	239		3,697		897		(951)		3,882
Equity in net loss of investee, net of tax	(1,070)		—		—		(1,120)		(2,190)
Net income (loss)	$	44,045	$	(199,791)	$	(55,212)	$	(216,239)	$	(427,197)

Balance Sheet Information
Equity investment	$	361	$	—	$	—	$	27,922	$	28,283
Goodwill	$	135,186	$	203,664	$	77,978	$	30	$	416,858
Total assets	$	580,132	$	479,332	$	165,381	$	194,720	$	1,419,565


	Three months ended September 30, 2024
	NEMT		PCS		Monitoring		Corporate and Other		Total
Service revenue, net	$	492,253	$	188,518	$	19,448	$	1,818	$	702,037

Purchased services	383,769		—		—		—		383,769
Payroll and related costs	40,383		150,132		4,281		108		194,904
Other service expense	12,397		1,613		3,737		1,514		19,261
Service expense	436,549		151,745		8,018		1,622		597,934

General and administrative expense	30,758		23,823		4,332		11,990		70,903
Depreciation and amortization	7,645		12,918		7,073		304		27,940
Impairment of goodwill	—		—		—		—		—
Operating income (loss)	17,301		32		25		(12,098)		5,260

Interest expense, net	—		—		—		28,493		28,493
Loss on debt extinguishment	—		—		—		11,797		11,797
Income (loss) before income taxes and equity method investment	17,301		32		25		(52,388)		(35,030)
Income tax benefit (provision)	(4,490)		(24)		(7)		15,591		11,070
Equity in net income (loss) of investee, net of tax	151		—		—		(2,795)		(2,644)
Net income (loss)	$	12,962	$	8	$	18	$	(39,592)	$	(26,604)

Balance Sheet Information
Equity investment	$	2,026	$	—	$	—	$	33,809	$	35,835
Goodwill	$	135,186	$	415,444	$	129,592	$	30	$	680,252
Total assets	$	525,768	$	736,854	$	232,633	$	156,493	$	1,651,748


	Nine months ended September 30, 2024
	NEMT		PCS		Monitoring		Corporate and Other		Total
Service revenue, net	$	1,462,236	$	558,696	$	58,575	$	5,280	$	2,084,787

Purchased services	1,119,248		—		—		—		1,119,248
Payroll and related costs	131,160		444,923		12,850		440		589,373
Other service expense	37,754		6,126		11,706		5,393		60,979
Service expense	1,288,162		451,049		24,556		5,833		1,769,600

General and administrative expense	95,701		72,152		15,780		40,512		224,145
Depreciation and amortization	22,602		38,506		20,834		853		82,795
Impairment of goodwill	—		—		105,302		—		105,302
Operating income (loss)	55,771		(3,011)		(107,897)		(41,918)		(97,055)

Interest expense, net	—		—		—		67,129		67,129
Loss on debt extinguishment	—		—		—		11,797		11,797
Income (loss) before income taxes and equity method investment	55,771		(3,011)		(107,897)		(120,844)		(175,981)
Income tax benefit (provision)	(14,512)		866		726		14,975		2,055
Equity in net income (loss) of investee, net of tax	269		—		—		(4,131)		(3,862)
Net income (loss)	$	41,528	$	(2,145)	$	(107,171)	$	(110,000)	$	(177,788)

Balance Sheet Information
Equity investment	$	2,026	$	—	$	—	$	33,809	$	35,835
Goodwill	$	135,186	$	415,444	$	129,592	$	30	$	680,252
Total assets	$	525,768	$	736,854	$	232,633	$	156,493	$	1,651,748

4. Revenue Recognition

Under ASC 606, the Company recognizes revenue as it transfers promised services to its customers and generates all of its revenue from contracts with customers. The amount of revenue recognized reflects the consideration to which the Company expects to be entitled in exchange for these services. The Company satisfies substantially all of its performance obligations over time and recognizes revenue over time instead of at points in time.

Revenue Contract Structure

NEMT Capitated Contracts (per-member-per-month)

Under capitated contracts, payors pay a fixed amount per eligible member per month. Capitation rates are generally based on expected costs and volume of services. The Company assumes the responsibility of meeting the covered healthcare related transportation requirements based on per-member per-month fees for the number of eligible members in the payor’s program. Revenue is recognized based on the population served during the period. Certain capitated contracts have provisions for reconciliations, risk corridors or profit rebates. For contracts with reconciliation provisions, capitation payment is received as a prepayment during the month service is provided. These prepayments are reconciled based on actual cost and/or trip volume and may result in refunds to the payor, or additional payments due from the payor. Contracts with risk corridor or profit rebate provisions allow for profit within a certain corridor and once the Company reaches profit level thresholds or maximums, it discontinues recognizing revenue and instead records a liability within the accrued contract payable account. This liability may be reduced through future increases in trip volume or periodic settlements with the payor. While a profit rebate provision could only result in a liability from this profit threshold, a risk corridor provision could potentially result in a receivable if the Company does not reach certain profit minimums, which would be recorded in the reconciliation contract receivables account.

NEMT Fee-for-service Contracts

FFS revenue represents revenue earned under non-capitated contracts in which the Company bills and collects a specified amount for each service that it provides. FFS revenue is recognized in the period in which the services are rendered and is reduced by the estimated impact of contractual allowances.

PCS Fee-for-service Contracts

PCS FFS revenue is reported at the estimated net realizable amount from clients, patients and third-party payors for services rendered based on actual personal care hours provided. Payment for services received from third-party payors includes, but is not limited to, insurance companies, governmental agencies and other home health care providers who subcontract work to the Company. Certain contracts are subject to retroactive audit and possible adjustment by those payors based on the nature of the contract or costs incurred. The Company makes estimates of adjustments and considers these in the recognition of revenue in the period in which the related services are rendered. The difference between estimated settlement and actual settlement is reported in net service revenues as adjustments become known or as years are no longer subject to such audits, reviews, or investigations.

Monitoring per-member-per-month Contracts

Monitoring per-member-per-month ("PMPM") revenue consists of revenue from monitoring services provided to the customer. Under Monitoring contracts, payors pay per-enrolled-member-per-month based on enrolled membership. Consideration is generally fixed for each type of monitoring service and revenue is recognized ratably over the contract term based on the monthly fee paid by customers.

Disaggregation of Revenue by Contract Type

The following table summarizes disaggregated revenue from contracts with customers by contract type for the three and nine months ended September 30, 2025 and 2024 (in thousands):


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
NEMT capitated contracts	$	343,865	$	389,110	$	989,136	$	1,199,506
NEMT FFS contracts	147,807		103,143		424,878		262,730
Total NEMT service revenue, net	$	491,672	$	492,253	$	1,414,014	$	1,462,236

PCS FFS contracts	168,737		188,518		517,412		558,696
Monitoring PMPM contracts	17,046		19,448		52,653		58,575
Other service revenue	2,252		1,818		5,835		5,280
Total service revenue, net	$	679,707	$	702,037	$	1,989,914	$	2,084,787

Payor Information

Service revenue, net, is primarily derived from state Medicaid, managed Medicaid, and managed Medicare contracts, with a smaller portion from private payors and other sources. Of the NEMT segment’s revenue, 10.1% and 10.7% were derived from one payor for the three months ended September 30, 2025 and 2024, respectively, and 10.8% and 11.2% were derived from one payor for the nine months ended September 30, 2025 and 2024, respectively. Of the PCS segment's revenue, 14.6% and 12.4% were derived from one payor for the three months ended September 30, 2025 and 2024, respectively, and 14.3% and 12.2% were derived from one payor for the nine months ended September 30, 2025 and 2024. Of the Monitoring segment's revenue, 13.7% and 18.6% were derived from one payor for the three months ended September 30, 2025 and 2024, respectively, and 14.2% and 18.7% were derived from one payor for the nine months ended September 30, 2025 and 2024, respectively.

Revenue Adjustments

During the three months ended September 30, 2025 and 2024, the Company recognized a reduction of $5.6 million and a reduction of $4.1 million in service revenue, respectively, from contractual adjustments relating to performance obligations satisfied in previous periods to which the payor agreed. During the nine months ended September 30, 2025 and

2024, the Company recognized a reduction of $0.1 million and an increase of $7.1 million in service revenue, respectively, from contractual adjustments related to performance obligations satisfied in previous periods to which the payor agreed.

Related Balance Sheet Accounts

The following table provides information about accounts receivable, net (in thousands):


	September 30, 2025		December 31, 2024
Accounts receivable	$	279,483	$	223,756
Allowance for credit losses	(383)		(1,439)
Accounts receivable, net	$	279,100	$	222,317

The following table provides information about other revenue related accounts included on the accompanying unaudited condensed consolidated balance sheets (in thousands):


	September 30, 2025		December 31, 2024
Accrued contract payables(1)	$	27,601	$	22,639
Contract receivables(2)	$	122,454	$	117,795

Deferred revenue, current	$	381	$	300

(1) Accrued contract payables primarily represent overpayments and liability reserves on certain risk corridor, profit rebate and reconciliation contracts. See the contract payables and receivables activity below.

(2) Contract receivables primarily represent underpayments and receivables on certain risk corridor, profit rebate, and reconciliation contracts. See the contract payables and receivables activity below.

The following table provides the summary activity of total contract payables and receivables as reported within the unaudited condensed consolidated balance sheets (in thousands):


	December 31, 2024		Additional Amounts Recorded		Amounts Paid or Settled		March 31, 2025
Reconciliation contract payables	$	3,419	$	2,247	$	(77)	$	5,589
Profit rebate/corridor contract payables	12,595		5,838		(4,611)		13,822
Overpayments and other cash items	6,625		2,918		(2,100)		7,443
Total contract payables	$	22,639	$	11,003	$	(6,788)	$	26,854

Reconciliation contract receivables	$	33,749	$	16,911	$	(9,512)	$	41,148
Corridor contract receivables	84,046		25,769		(15,615)		94,200
Total contract receivables(1)	$	117,795	$	42,680	$	(25,127)	$	135,348


	March 31, 2025		Additional Amounts Recorded		Amounts Paid or Settled		June 30, 2025
Reconciliation contract payables	$	5,589	$	812	$	(49)	$	6,352
Profit rebate/corridor contract payables	13,822		(1,593)		(4,285)		7,944
Overpayments and other cash items	7,443		2,737		(2,947)		7,233
Total contract payables	$	26,854	$	1,956	$	(7,281)	$	21,529

Reconciliation contract receivables	$	41,148	$	3,959	$	(6,430)	$	38,677
Corridor contract receivables	94,200		31,100		(48,356)		76,944
Total contract receivables(1)	$	135,348	$	35,059	$	(54,786)	$	115,621


	June 30, 2025		Additional Amounts Recorded		Amounts Paid or Settled		September 30, 2025
Reconciliation contract payables	$	6,352	$	1,865	$	(51)	$	8,166
Profit rebate/corridor contract payables	7,944		2,577		—		10,521
Overpayments and other cash items	7,233		2,722		(1,041)		8,914
Total contract payables	$	21,529	$	7,164	$	(1,092)	$	27,601

Reconciliation contract receivables	$	38,677	$	15,075	$	(12,308)	$	41,444
Corridor contract receivables	76,944		20,265		(16,199)		81,010
Total contract receivables(1)	$	115,621	$	35,340	$	(28,507)	$	122,454

(1) Total contract receivables is comprised of the current and long-term contract receivables balances, which are broken out separately on the unaudited condensed consolidated balance sheets. Long-term contract receivables primarily represent future receivable balances on certain risk corridor, profit rebate and reconciliation contracts that are expected to be received in greater than 12 months.

5. Equity Investment

At both September 30, 2025 and December 31, 2024, the Company owned a 43.6% non-controlling interest in Matrix. Under a Shareholder’s Agreement, affiliates of Frazier Healthcare Partners hold the rights necessary to control Matrix's fundamental operations. The Company accounts for its investment in Matrix under the equity method of accounting and the Company’s share of Matrix’s income or loss is recorded as “Equity in net income (loss) of investee, net of tax” in the accompanying unaudited condensed consolidated statements of operations within its Corporate and Other segment.

The Company's gross share of Matrix's operations for the three months ended September 30, 2025 and 2024 was a loss of $0.7 million and $3.9 million, respectively, which is presented net of tax on the unaudited condensed consolidated statements of operations for a loss of $0.6 million and $2.8 million, respectively. The Company's gross share of Matrix's operations for the nine months ended September 30, 2025 and 2024, was a loss of $1.1 million and $5.7 million, respectively, which is presented net of tax on the unaudited consolidated statements of operations for a loss of $1.1 million and $4.1 million, respectively.

The carrying amount of the assets included in the Company’s unaudited condensed consolidated balance sheets and the maximum loss exposure related to the Company’s interest in Matrix as of September 30, 2025 and December 31, 2024 totaled $27.9 million and $30.0 million, respectively.

Summary financial information for Matrix on a standalone basis is as follows (in thousands):


	September 30, 2025		December 31, 2024
Current assets	$	63,472	$	52,583
Long-term assets	$	326,283	$	344,977
Current liabilities	$	32,867	$	38,356
Long-term liabilities	$	274,588	$	272,354


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Revenue	$	76,747	$	67,654	$	227,708	$	235,032
Operating income (loss)	$	4,491	$	(2,467)	$	19,708	$	11,821
Net loss	$	(2,019)	$	(8,524)	$	(1,331)	$	(10,190)

6. Prepaid Expenses and Other Current Assets

Prepaid expenses and other current assets were comprised of the following (in thousands):


	September 30, 2025		December 31, 2024
Insurance premiums	$	12,921	$	6,272
Prepaid income taxes	11,276		—
Deferred ERP implementation costs	3,355		3,528
ERP license fee	1,315		—
Deferred financing costs on credit facility	—		2,858
Other prepaid expenses	14,359		12,761
Total prepaid expenses and other current assets	$	43,226	$	25,419

7. Goodwill and Intangible Assets

The Company tests goodwill for impairment for its reporting units annually as of July 1, or more frequently when events or changes in circumstances indicate that impairment may have occurred. The Company reviews its intangible assets for impairment whenever events or changes in circumstances indicate that the carrying value of an asset group may not be recoverable.

Goodwill

During the second quarter of 2025, the Company determined that based on its qualitative assessment for each reporting unit, factors existed that required the Company to test its goodwill and indefinite-lived intangible assets for impairment under ASC 350. These factors included a decline in the market price of the Company's common stock and changes in key assumptions from the prior year's annual goodwill assessment resulting from lower than expected operating results during the first half of 2025. As a result, the estimated fair values of the Company's PCS and Monitoring reporting units were below their respective carrying amounts, and the Company recognized goodwill impairment charges accordingly. In performing its impairment analysis, the Company also considered factors and assumptions that existed as of the testing date and that were related to the Company’s subsequent Chapter 11 bankruptcy filing. Because those conditions were known or knowable as of the testing date and were incorporated into the impairment analysis, management concluded that the bankruptcy filing itself did not represent a separate triggering event requiring an additional impairment test.

As a result, the Company performed a quantitative assessment and determined that the goodwill at its PCS and Monitoring reporting units was impaired. As such, during the second quarter of 2025, the Company recorded a non-cash goodwill impairment charge of $263.4 million, of which $211.8 million was recorded in the PCS reporting unit and $51.6 million was recorded in the Monitoring reporting unit. This impairment is recorded in “Impairment of goodwill” on the Company’s unaudited condensed consolidated statement of operations.

During the second quarter of 2024, the Company determined that based on its qualitative assessment for each reporting unit, factors existed which required the Company to test its goodwill and indefinite-lived intangible assets for impairment. These factors included changes in key assumptions from the prior year annual goodwill assessment as a result of lower than anticipated operating results during the first half of 2024 as compared to forecast which resulted in a decrease in the fair value of the Company's Monitoring reporting unit such that the fair value was less than its carrying value. As a result, during the second quarter of 2024, the Company recorded a non-cash goodwill impairment charge of $105.3 million in the Monitoring reporting unit.

After recording the respective impairment of goodwill charges during the second quarters of 2025 and 2024, respectively, the associated reporting units had a combined $281.6 million of goodwill remaining as of September 30, 2025 and $545.0 million as of December 31, 2024. If, among other factors, (i) the Company's equity values were to decline significantly, (ii) the Company experienced additional adverse impacts associated with macroeconomic factors, including increases in the estimated weighted average cost of capital, or (iii) the adverse impacts stemming from competition, economic, regulatory or other factors were to cause the Company's results of operations or cash flows to be worse than currently anticipated, the Company could conclude in future periods that additional impairment charges of certain reporting units are required in order to reduce the carrying values of goodwill. Any such impairment charges could be significant.

Changes in the carrying value of goodwill by reportable segment are presented in the following table (in thousands):


	NEMT		PCS		Monitoring		Corporate and Other		Total
Goodwill balance as of December 31, 2023, before cumulative loss	$	231,186	$	552,775	$	280,663	$	30	$	1,064,654
Accumulated loss on impairment	(96,000)		(137,331)		(45,769)		—		(279,100)
Goodwill balance as of December 31, 2023, after cumulative loss	135,186		415,444		234,894		30		785,554
Impairment of goodwill	—		—		(105,302)		—		(105,302)
Balance as of December 31, 2024	135,186		415,444		129,592		30		680,252
Impairment of goodwill	—		(211,780)		(51,614)		—		(263,394)
Balance as of September 30, 2025	$	135,186	$	203,664	$	77,978	$	30	$	416,858

The accumulated impairment losses on goodwill totaled $647.8 million as of September 30, 2025 and $384.4 million as of December 31, 2024.

Intangible Assets

Intangible assets are comprised of acquired payor networks, trademarks and trade names, developed technology, non-compete agreements, licenses, and an assembled workforce. Finite-lived intangible assets are amortized using the straight-line method over the estimated economic lives of the assets. These finite-lived intangible assets are reviewed for impairment whenever events or changes in circumstances indicate that the carrying value of such assets may not be recoverable. Indefinite-lived intangible assets are not amortized, but are tested for impairment annually and more frequently if events occur or circumstances change that indicate an asset may be impaired. Based on the continued value of the definite-lived and indefinite-lived intangible assets acquired, the Company did not identify any circumstances during the three and nine months ended September 30, 2025 that would require an impairment test for the intangible assets.

8. Accrued Expenses and Other Current Liabilities

Accrued expenses and other current liabilities were comprised of the following (in thousands):


	September 30, 2025		December 31, 2024
Accrued compensation and related liabilities	$	48,692	$	35,018
Insurance reserves	36,500		33,350
Accrued operating expenses	15,089		10,602
Accrued government grants(1)	5,015		6,284
Accrued legal fees	3,605		15,794
Union pension obligation	792		886
Deferred revenue	381		300
Accrued interest	177		21,187
Other	4,432		15,755
Total accrued expenses and other current liabilities	$	114,683	$	139,176

(1) Accrued government grants include payments received from government entities to offset increased expenditures for which the related expenditure has not yet been incurred and thus the related payments are deferred as of September 30, 2025 and December 31, 2024.

9. Debt

The Company's long-term debt and short-term debt as of September 30, 2025 and December 31, 2024 consisted of the following (in thousands). See related interest rates, pay-in-kind ("PIK") balances and other relevant details for each debt facility in the accompanying paragraphs below the tables.

Since the filing of the Chapter 11 Cases on the Petition Date, the Company ceased accruing interest on all debt with the exception of the DIP Facility. As a result, the Company did not record approximately $23.6 million of interest expense related to the 2029 Senior Notes, Second Lien Notes, Term Loan Facility, Revolving Credit Facility and Incremental Term Loan as of September 30, 2025. In connection with the Chapter 11 Cases, $1,416.7 million outstanding under our pre-petition debt (which includes our 2029 Senior Notes, Second Lien Notes, Term Loan Facility Revolving Credit Facility, and Incremental Term Loan) was reclassified to "Liabilities subject to compromise" in the unaudited condensed consolidated balance sheets as of September 30, 2025 and the corresponding unamortized debt issuance costs of $38.3 million were expensed during the three and nine months ended September 30, 2025 to "Reorganization items, net" in the unaudited condensed consolidated statements of operations.


As of September 30, 2025
Debt Facility	Date of Issuance	Date of Maturity	Principal Issued		Principal Reduction		Current Portion		PIK Costs/ Interest(1)		Debt Subject to Compromise		Principal Outstanding
Pre-Petition Debt
Long-term debt
2029 Notes	8/24/2021	10/1/2029	$	500,000	$	(271,165)	$	—	$	—	$	(228,835)	$	—
Second Lien Notes(2)	3/7/2025	10/1/2029	301,165		—		—		15,058		(316,223)		—
Term Loan Facility(3)	7/1/2024	7/1/2031	525,000		(5,250)		(5,250)		2,490		(516,990)		—
Total long-term debt, net(6)													$	—

Revolving Credit Facility(4)	2/3/2022	2/3/2027	$	—	$	—	$	269,000	$	1,625	$	(270,625)	$	—

Short-term debt
Current Term Loan Facility(5)	7/1/2024	7/1/2031	$	—	$	—	$	5,250	$	—	$	(5,250)	$	—
Incremental Term Loan	1/9/2025	1/10/2026	75,000		—		—		3,750		(78,750)		—
Total short-term debt, net(6)													$	—

Total debt subject to compromise											$	1,416,673	$	1,416,673

Post-Petition Debt
DIP Facility(7)	8/22/2025	2/22/2026	$	62,500	$	—	$	—	$	—	$	—	$	62,500


As of December 31, 2024
Debt Facility	Date of Issuance	Date of Maturity	Principal Issued		Principal Reduction		Current Portion		PIK Costs/ Interest(1)		Debt Subject to Compromise		Principal Outstanding
Long-term debt
2029 Notes	8/24/2021	10/1/2029	$	500,000	$	—	$	—	$	—	$	—	$	500,000
Term Loan Facility(3)	7/1/2024	7/1/2031	525,000		(2,625)		(5,250)		—		—		517,125
Total long-term debt													1,017,125
Debt issuance costs, net													(30,689)
Total long-term debt, net													$	986,436

Revolving Credit Facility(4)	2/3/2022	2/3/2027	$	—	$	—	$	269,000	$	—	$	—	$	269,000

Short-term debt
Current Term Loan Facility(5)	7/1/2024	7/1/2031	$	—	$	—	$	5,250	$	—	$	—	$	5,250
Total short-term debt													5,250
Debt issuance costs, net													—
Total short-term debt, net													$	5,250

(1) Pursuant to Amendment No. 5 (the "Fifth Amendment") to the Credit Agreement, the Company incurred a 0.50% Consent Fee on the outstanding commitments of the consenting lenders for both its Revolving Credit Facility and its Term Loan Facility for $1.7 million and $2.5 million, respectively. The Company also incurred a 5.00% Backstop Fee on the outstanding Incremental Term Loan for $3.8 million. The Consent Fees and the Backstop Fee are payable in kind and were added to the outstanding principal balance of the respective facility. The Company elected to PIK the interest on the Consent Fee on the Revolving Credit Facility, which accrues interest at a rate of SOFR + 4.25%.

(2) $251.0 million of Second Lien Notes were issued on March 7, 2025 and an additional $50.2 million of Second Lien Notes were issued on March 14, 2025 after receiving shareholder approval at the Special Meeting. See additional details in the Senior Unsecured Notes and Second Lien Notes section below.

(3) The Term Loan Facility matures on the earlier of (a) July 1, 2031 and (b) July 2, 2029 if any of the Company's 2029 Notes (as defined below) remain outstanding on that date.

(4) The Revolving Credit Facility matures on February 3, 2027, and pursuant to Amendment No. 3 (the "Third Amendment") to the Credit Agreement, the Company extended the maturity date covering $255.0 million in the aggregate principal amount of the commitments under the Revolving Credit Facility with respect to the lenders identified in the Third Amendment to February 3, 2028.

(5) The Term Loan Facility requires principal payments of $1.3 million on a quarterly basis and accordingly, a portion of the Term Loan Facility in the amount of $5.3 million is classified as a current liability within the "Short-term debt" line item on the unaudited condensed balance sheets as of December 31, 2024. As of September 30, 2025, this balance was classified as liabilities subject to compromise in connection with the Chapter 11 Cases.

(6) Pursuant to the Chapter 11 Cases, the value of unamortized debt issuance costs were expensed during the three and nine months ended September 30, 2025 to "Reorganization items, net" on the Company's unaudited condensed consolidated statement of operations.

(7) The DIP Facility matures on the earliest of (a) February 22, 2026 provided that such date may be extended to May 22, 2026 with the written consent of the Required Lenders following the request by the Borrower prior to January 31, 2026; (b) the effective date of a chapter 11 plan of any Debtor that has been confirmed by an order entered by the Bankruptcy Court, (c) dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code, (d) the acceleration of the Term Loans (as defined in the DIP Credit Agreement) and the termination of all Commitments (as defined in the DIP Credit Agreement) and (e) the closing of a sale of all or substantially all assets or equity of the Loan Parties (other than to another Loan Party).

Senior Unsecured Notes and Second Lien Notes

Pursuant to an indenture dated November 4, 2020 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, the Company issued $500.0 million in 5.875% senior unsecured notes due November 15, 2025 (the "2025 Notes"). The 2025 Notes were redeemed in full on July 1, 2024 prior to contractual maturity, at a redemption premium of 1.469% on the aggregate original principal amount of the 2025 Notes for a total redemption of $507.3 million, plus the payment of approximately $3.8 million in accrued and unpaid interest on the 2025 Notes. As a result of the early redemption of the 2025 Notes, the Company recorded a loss on debt extinguishment of $11.8 million on the unaudited condensed consolidated statements of operations. This loss consisted of the redemption premium of 1.469% on the aggregate original principal amount of the 2025 Notes for $7.3 million plus the recognition of the unamortized deferred issuance costs on the 2025 Notes for $4.5 million. The 2025 Notes were redeemed in connection with the funding of the Term Loan Facility discussed below.

Pursuant to an indenture dated August 24, 2021 between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee, the Company issued $500.0 million in 5.000% senior unsecured notes due October 1, 2029 (the "2029 Notes"). The Company pays interest on the 2029 Notes semi-annually in arrears. Principal payments are not required until the maturity date, when 100.0% of the outstanding principal will be required to be repaid. Debt issuance costs of $13.5 million were incurred in relation to the issuance of the 2029 Notes and these costs were deferred and are amortized to interest expense over the term of the 2029 Notes.

Pursuant to the Fifth Amendment to the Credit Agreement dated January 9, 2025, among other things discussed in more detail in the Revolving Credit Facility section below, the Company entered into a privately negotiated exchange agreement (as amended, the “Exchange Agreement”), with holders of the Company's 2029 Notes to exchange (such exchange, the “Exchange”) up to $251.0 million principal amount of the 2029 Notes for an equivalent principal amount of second lien senior secured PIK toggle notes to be issued by the Company (the “Second Lien Notes”), pursuant to the terms and subject to the conditions set forth therein, subject to the receipt of requisite consents (such consents, the "Exit Consents") to make certain amendments to the indenture governing the 2029 Notes to permit the Exchange and remove certain other covenants. On March 7, 2025, upon receipt of the requisite Exit Consents, the Company, the guarantors party to the 2029 Notes Indenture, and Wilmington Savings Fund Society, FSB (as the successor to the Bank of New York Mellon Trust Company, N.A.), as trustee, entered into the Fifth Supplemental Notes Indenture to the 2029 Notes Indenture to effect the amendments. The Exchange was consummated and the Second Lien Notes were issued on March 7, 2025. The Second Lien Notes were issued pursuant to, and are governed by a Second Lien Notes Indenture dated as of March 7, 2025 (the "Second Lien Notes Indenture"), among the Company, the Guarantors and Ankura Trust Company, LLC, as trustee (the "Trustee") and notes collateral agent (the "Notes Collateral Agent").

In addition to the Exchange of $251.0 million of 2029 Notes for Second Lien Notes, on January 9, 2025, the Company entered into a Purchase and Exchange Agreement (the "Purchase and Exchange Agreement") with Coliseum Capital Partners, L.P., a related party, and Blackwell Partners LLC - Series A (together, the "Coliseum Investors") under which the Coliseum Investors agreed, subject to approval of the Company's stockholders, (a) to purchase (the “Purchase”) $30.0 million in aggregate principal amount of the Company's Second Lien Notes and (b) to exchange approximately $20.2 million in aggregate principal amount of the Company’s 2029 Notes held by the Coliseum Investors for an equivalent principal amount of the Second Lien Notes (the “Coliseum Exchange” and, together with the Purchase, the “Coliseum Transactions”). The Coliseum Transactions were approved during the Special Meeting of Stockholders held on March 13, 2025. On March 14, 2025, the Company, the Guarantors, the Trustee and the Notes Collateral Agent entered into a supplemental indenture (the "First Supplemental Indenture") to the Second Lien Notes Indenture, pursuant to which the Company issued $50.2 million of Second Lien Notes to the Coliseum Investors. The Exchange and the Coliseum Transactions were treated as a debt modification and third party fees of $2.5 million were expensed as incurred.

The Second Lien Notes are the Company’s senior, secured obligations and will accrue interest at a rate of, at the Company’s election, subject to certain conditions, (i) 5.000% per annum, if interest is paid in cash, and (ii) 10.000% per annum, if interest is paid-in-kind. In each case, interest is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025. Interest will be paid in kind by increasing the aggregate principal amount of one or more outstanding global notes representing the Second Lien Notes, or issuing additional Second Lien Notes, calculated based on the then outstanding principal of the Second Lien Notes. The Company will not be permitted to pay interest in kind in any interest period if the Company’s Liquidity (as defined in, and calculated in accordance with, the Second Lien Notes Indenture) is greater than $100.0 million on any applicable record date occurring on and after March 15, 2026, for any such interest period. The Second Lien Notes are fully and unconditionally guaranteed by the Guarantors and rank equal in right of payment with all of the Company’s and each Guarantor’s existing and future senior indebtedness, including indebtedness under the Credit Agreement. The Second Lien Notes and the related guarantees are secured on a second-priority basis, subject to permitted liens, by security interests on substantially all of the assets and properties of the Company and the Guarantors, which assets and properties also secure the indebtedness under the Credit Agreement on a first-priority basis. The Second Lien Notes will mature on October 1, 2029.

The Second Lien Notes Indenture contains covenants that, among other things, restrict the Company’s ability and the ability of its subsidiaries to, among other things, incur additional indebtedness; make certain investments; create or incur certain liens; enter into certain transactions with affiliates; merge, consolidate, amalgamate or transfer substantially all of its assets; agree to dividend or other payment restrictions affecting its subsidiaries; and transfer or sell assets, including capital stock of its subsidiaries. These covenants, however, are subject to a number of important exceptions and qualifications. The Company may redeem the Second Lien Notes, in whole or in part, at any time, at the redemption prices set forth in the Second Lien Indenture, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

As of the date of the Exchange and the Coliseum Transactions, the principal balance of the 2029 Notes was reduced to $228.8 million from the principal balance of $500.0 million as of December 31, 2024 and the principal balance of the Second Lien Notes was $301.2 million, which includes $15.1 million of PIK interest related to the Company's election to make its initial interest payment for the interest period from October 1, 2024 through March 31, 2025 as PIK in lieu of a cash payment. Also as of the date of the Exchange and Coliseum Transactions, the remaining unamortized debt issuance costs of $8.3 million on the 2029 Notes were bifurcated and allocated ratably between the 2029 Notes and the Second Lien Notes, of which $3.8 million of unamortized deferred financing costs were allocated to the 2029 Notes and $4.5 million of unamortized deferred financing costs were allocated to the Second Lien Notes. As a result of the Chapter 11 Cases, the outstanding principal balances of $228.8 million related to the 2029 Notes and of $301.2 million related to the Second Lien Notes were classified as debt subject to compromise and recorded within "Liabilities subject to compromise" on the unaudited condensed consolidated balance sheets as of September 30, 2025. Additionally, all unamortized debt issuance costs for the 2029 Notes and the Second Lien Notes were expensed during the quarter ended September 30, 2025 to "Reorganization items, net" on the unaudited condensed consolidated statement of operations. The fair value of the 2029 Notes as of December 31, 2024 was $294.2 million and was determined based on quoted prices in active markets, and therefore designated as Level 1 within the fair value hierarchy.

The indenture governing the 2029 Notes also contains a cross-default provision in the event any of the Company’s other indebtedness having a principal amount that aggregates $50.0 million or more is accelerated prior to its express maturity. Pursuant to the Fifth Amendment to the Credit Agreement, the Company was granted covenant relief in the form of a covenant holiday for the fourth quarter of 2024 through and including the second fiscal quarter of 2025, however the covenants were reinstated for the third fiscal quarter of 2025. The commencement of the Chapter 11 Cases constituted an event of default that accelerated the Company's obligations under its Senior Unsecured Notes and Second Lien Notes, however any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the Chapter 11 Cases.

Revolving Credit Facility

The Company is a party to the amended and restated credit agreement, dated as of February 3, 2022 (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, swing line lender and an issuing bank, Wells Fargo Bank, National Association, as an issuing bank, Truist Bank and Wells Fargo Bank, National Association, as co-syndication agents, Deutsche Bank AG New York Branch, Bank of America, N.A., Regions Bank, Bank of Montreal and Capital One, National Association, as co-documentation agents, and JPMorgan Chase Bank, N.A., Truist Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners and joint lead arrangers, and the other lenders party thereto. The Credit Agreement provides the Company with a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $325.0 million and sublimits for swingline loans, letters of credit and alternative currency loans in amounts of up to $25.0 million, $60.0 million and $75.0 million, respectively. The Revolving Credit Facility under the Credit Agreement was scheduled to mature on February 3, 2027 and the proceeds that may be drawn under the Revolving Credit Facility from time to time prior to maturity may be used (i) to finance working capital needs of the Company and its subsidiaries and (ii) for general corporate purposes of the Company and its subsidiaries (including to finance capital expenditures, permitted acquisitions and investments). Pursuant to the Third Amendment to the Credit Agreement dated July 1, 2024, with respect to the lenders identified in the Third Amendment, the Company extended the maturity date covering $255.0 million in the aggregate principal amount of the commitments under the Revolving Credit Facility to February 3, 2028.

On January 9, 2025, the Company entered into the Fifth Amendment to its Credit Agreement, which, among other things, (i) amended the interest rate on the existing Revolving Credit Facility commitments under the Credit Agreement to a SOFR-based benchmark plus 4.25%, with a 1.00% SOFR Floor, (ii) amended the 2.0% default rate under the Credit Agreement so that it applies on all obligations upon the election of the administrative agent at the direction of the Required Lenders if an event of default has occurred and continuing and automatically if a specified event of default has occurred and is continuing, (iii) amended the Term Loan Facility maturity date to spring to July 2, 2029 if the second lien senior secured PIK toggle notes remain outstanding as of such date, (iv) included enhanced reporting requirements, and (v) eliminated or reduced certain baskets, which included the elimination of reinvestment rights with respect to certain asset sales and reduction of the de minimis exception for certain asset sale prepayments to $5.0 million.

Consenting lenders also agreed to provide financial covenant relief in the form of (i) a covenant holiday with respect to the maximum net leverage ratio and interest coverage ratio from the fourth fiscal quarter of 2024 through and including the second fiscal quarter of 2025, (ii) resetting the maximum total net leverage ratio covenant to 6.75:1.00 for the third fiscal quarter of 2025 and the fourth fiscal quarter of 2025 and (iii) resetting the minimum interest coverage ratio to 1.65:1.00 for the third fiscal quarter of 2025 and the fourth fiscal quarter of 2025. The Company will also be required to maintain minimum liquidity of $25.0 million pursuant to the terms of the amended minimum liquidity covenant in the Credit Agreement, which will be tested each week through the week ending April 11, 2025, each month through the month ending June 30, 2025 and, thereafter, each fiscal quarter. In addition, the Company will be subject to a cash variance compliance test with respect to aggregate disbursements and aggregate receipts, subject to customary cures.

Interest on the outstanding principal amount of the loans under the Revolving Credit Facility accrues at a per annum rate equal to the Alternate Base Rate, the Adjusted Term SOFR Rate, the Adjusted Daily Simple SOFR Rate, the Adjusted EURIBOR Rate or the Adjusted Daily Simple SONIA Rate, as applicable and each as defined in the amended Credit Agreement, in each case, plus an applicable margin. With respect to the loans under the Revolving Credit Facility at any time on or after the effective date of the Fifth Amendment, the applicable margin is 4.25% in the case of RFR loans, as defined in the amended Credit Agreement and 3.25% in the case of the Alternate Base Rate loans, as defined in the amended Credit Agreement. Interest on the loans is payable quarterly in arrears in the case of Alternate Base Rate loans. In addition, the Company is obligated to pay a quarterly commitment fee based on a percentage of the unused portion of the Revolving Credit Facility and quarterly letter of credit fees based on a percentage of the maximum amount available to be drawn under each outstanding letter of credit. The commitment fee and letter of credit fee are 0.50% and 4.25%, respectively. For the three months ended September 30, 2025 and 2024, the Company paid quarterly commitment fees and letter of credit fees of $0.6 million and $0.6 million, respectively and for the nine months ended September 30, 2025 and 2024, the Company paid quarterly commitment fees and letter of credit fees of $1.9 million and $1.7 million, respectively.

As a result of the Chapter 11 Cases, the outstanding principal balance of $270.6 million under the Revolving Credit Facility, which was comprised of $269.0 million of short-term borrowings outstanding and $1.6 million of the PIK Consent Fee, and the related accrued interest was classified as debt subject to compromise and recorded within "Liabilities subject to compromise" on the unaudited condensed consolidated balance sheets as of September 30, 2025. The Company also had $55.6 million of outstanding letters of credit under this Facility as of September 30, 2025. Also as a result of the Chapter 11 Cases, all unamortized debt issuance costs for the Revolving Credit Facility were expensed during the quarter ended September 30, 2025 to "Reorganization items, net" on the unaudited condensed consolidated statement of operations. As of December 31, 2024, the Company had $269.0 million of short-term borrowings outstanding under the Revolving Credit Facility and had $55.6 million of outstanding letters of credit under this Facility.

The Company’s obligations under the Revolving Credit Facility are guaranteed by all of the Company’s present and future material domestic subsidiaries, excluding certain material domestic subsidiaries that are excluded from being guarantors pursuant to the terms of the amended Credit Agreement. The Company’s obligations under, and each guarantor’s obligations under its guaranty of, the Revolving Credit Facility are secured by a first priority lien on substantially all of the Company’s or such guarantor’s respective assets. If an event of default occurs, the required lenders may cause the administrative agent to declare all unpaid principal and any accrued and unpaid interest and all fees and expenses under the Revolving Credit Facility to be immediately due and payable. All amounts outstanding under the Revolving Credit Facility will automatically become due and payable upon the commencement of any bankruptcy, insolvency or similar proceedings. The amended Credit Agreement, as it relates to the Revolving Credit Facility, also contains a cross-default to any of the Company’s indebtedness having a principal amount in excess of $40.0 million. Pursuant to the Fifth Amendment to the Credit Agreement, the Company was granted covenant relief in the form of a covenant holiday for the fourth quarter of 2024 through and including the second fiscal quarter of 2025, however, for the quarter ended September 30, 2025, the Total Net Leverage Ratio covenant returned to 6.75:1.00 and the minimum Interest Coverage Ratio returned to 1.65:1.00 . As the Term Loan Facility and the Incremental Term Loan, discussed below, are subject to the provisions of the Credit Agreement, the covenants also apply to these facilities. The commencement of the Chapter 11 proceedings constituted an event of default that accelerated the Company's obligations under its Revolving Credit Facility, Term Loan Facility and Incremental Term Loan, however any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the Chapter 11 Cases.

Term Loan Facility

On July 1, 2024, the Company, pursuant to the Third Amendment, established a new term loan facility (the "Term Loan Facility") in the aggregate principal amount of $525.0 million with the Term Loan Facility lenders named therein. The proceeds of the Term Loan Facility were used to (i) redeem the Company's $500.0 million, 5.875% senior unsecured notes due November 15, 2025 (the "2025 Notes"), (ii) repay a portion of the Revolving Credit Facility outstanding immediately prior to the effective date of the Third Amendment, and (iii) pay fees and expenses associated with such transactions. The Company paid approximately $26.9 million of deferred issuance costs with respect to the Term Loan Facility, including the $2.5 million paid in kind Consent Fee discussed above.

The Term Loan Facility matures on the earlier of (a) July 1, 2031 and (b) July 2, 2029 if any of the Company's 2029 Notes remain outstanding on that date. Principal payments on the Term Loan Facility are required on a quarterly basis, commencing with the quarter ended September 30, 2024, in the amount equal to 0.25% of the aggregate principal amount of the Term Loan Facility outstanding on the date of issuance. All unpaid amounts of the Term Loan Facility shall be paid in full on the maturity date. The Term Loan Facility requires annual prepayments of a percentage of Excess Cash Flow (as defined in the amended Credit Agreement); commencing with the year ending December 31, 2025 as follows: (i) 75.0% if the Total Net Leverage Ratio as of the last day of such period was greater than 4.40:1.00, (ii) 50.0% if the Total Net Leverage Ratio as of the last day of such period was greater than 3.90:1:00, but less than or equal to 4.40:1.00, (iii) 25.0% if the Total Net Leverage Ratio as of the last day of such period was greater than 3.40:1.00, but less than or equal to 3.90:1.00, and (iv) 0.0% if the Total Net Leverage Ratio as of the last day of such period was less than or equal to 3.40:1.00. The Term Loan Facility also requires mandatory prepayments in the event of certain asset dispositions or casualty events. In addition, the Term Loan Facility is subject to a prepayment premium for the first six months after entering into the Third Amendment in the event of any repricing transaction.

As a result of the Chapter 11 Cases, the outstanding principal balance of $522.2 million, comprised of $519.7 million of both short-term and long-term portions of the Term Loan Facility plus $2.5 million of the PIK Consent Fee and the related accrued interest was classified as debt subject to compromise and recorded within "Liabilities subject to compromise" on the unaudited condensed consolidated balance sheets as of September 30, 2025. Additionally, all unamortized debt issuance costs for the Term Loan Facility were expensed during the quarter ended September 30, 2025 to "Reorganization items, net" on the unaudited condensed consolidated statement of operations. The fair value of the Term Loan Facility as of December 31, 2024 was $500.2 million and was determined based on broker quotes and is therefore designated as Level 2 within the fair value hierarchy.

The Term Loan Facility is subject to customary representations and warranties, affirmative and negative covenants, and events of default, as defined in the amended Credit Agreement. The amended Credit Agreement, as it relates to the Term Loan Facility, also contains a cross-default to any of the Company’s indebtedness having a principal amount in excess of $40.0 million.

Incremental Term Loan

On January 9, 2025, the Company, pursuant to the Fifth Amendment to the Credit Agreement, established an incremental term loan facility in an aggregate principal amount of $75.0 million (the “Incremental Term Loan”). Interest on the Incremental Term Loan is generally payable quarterly, in arrears, on the outstanding principal amount of the Incremental Term Loan at the following rates: (i) a SOFR-based benchmark plus 7.50%, or (ii) a prime rate (or other alternate base rate) benchmark plus 6.50% in the case of ABR Loans (as such terms are defined in the amended Credit Agreement). The Incremental Term Loan has a maturity of January 10, 2026 and original issue discount of 2 points. The Company has the option to prepay the Incremental Term Loan, in whole or in part, at any time prior to the maturity date, subject to a prepayment fee equal to the present value of all scheduled interest payments on the fully committed amount that would accrue through the maturity date calculated based on a discount rate equal to the treasury rate plus 50 basis points. The proceeds of the Incremental Term Loan are required to be deposited in a collateral account subject to a blocked account control agreement in favor of the administrative agent and may be disbursed subject to delivery of a disbursement request, no default or event of default, the representations and warranties in Article II of the Credit Agreement being true and correct in all material respects and receipt by the administrative agent and lenders of reimbursement for invoiced expenses. The Incremental Term Loan is secured by a lien on substantially all of the assets of the Company and certain of its subsidiaries.

Debt issuance costs related to the Incremental Term Loan of $13.1 million, including the $3.8 million PIK Backstop Fee discussed above, were incurred and these costs were deferred and are amortized to interest cost over the term of the Incremental Term Loan. As a result of the Chapter 11 Cases, the outstanding principal balance of $78.8 million, comprised of $75.0 million of outstanding principal plus $3.8 million of PIK Backstop fees was classified as debt subject to compromise and recorded within "Liabilities subject to compromise" on the unaudited condensed consolidated balance sheets as of September 30, 2025. Additionally, all unamortized debt issuance costs for the Incremental Term Loan were expensed during the quarter ended September 30, 2025 to "Reorganization items, net" on the unaudited condensed consolidated statement of operations.

DIP Credit Agreement

In connection with the Chapter 11 Cases, the Company and certain of its subsidiaries (the "Debtors"), entered into a Superpriority Secured Debtor In Possession Credit Agreement (the “DIP Credit Agreement”) with the lenders named therein (the “DIP Lenders”) and Wilmington Trust, N.A. as administrative agent and collateral agent. Pursuant to the DIP Credit Agreement, the Lenders have agreed, upon the terms and conditions set forth therein, to make available a senior secured superpriority priming debtor-in-possession term loan credit facility in an aggregate principal amount of up to $100.0 million (the “DIP Facility”), consisting of providing an initial draw of up to $62.5 million in new money term loans following entry of an interim order and a subsequent draw of up to $37.5 million in new money term loans upon entry of a final order. Borrowings under the DIP Facility are senior secured obligations of the Debtors, secured by a super-priority lien on the collateral under the DIP Facility, which includes substantially all of the Debtors’ assets and is used to fund working capital and certain permitted administrative expenses of the Debtors during the pendency of the Chapter 11 Cases and to make certain other payments and for other general corporate purposes, in each case in accordance with the terms of the DIP Credit Agreement.

The DIP Facility matures on the earliest to occur of: (a) the six month anniversary of the Closing Date (as defined in the DIP Credit Agreement); provided that such date may be extended to the nine month anniversary of the Closing Date 2026 with the written consent of the Required DIP Lenders (as defined in the DIP Credit Agreement) following the request by the Borrower (as defined in the DIP Credit Agreement) prior to January 31, 2026; (b) the effective date of a chapter 11 plan of any Debtor that has been confirmed by an order entered by the Bankruptcy Court; (c) dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code; (d) the acceleration of the Term Loans (as defined in the DIP Credit Agreement) and the termination of all Commitments (as defined in the DIP Credit Agreement); and (e) the closing of a sale of all or substantially all assets or equity of the Loan Parties (other than to another Loan Party) (as each of such terms is defined in the DIP Credit Agreement). The DIP Loans will accrue an interest rate, payable in cash, of either (a) SOFR plus 7.00% per annum or (b) Alternate Base Rate plus 6.00% per annum. Fees and expenses on the DIP Facility include: (a) as stipulated by the Plan, a backstop premium (the “DIP Backstop Premium”) equal to 20.0% of the reorganized Debtors’ pro forma equity, subject to dilution by the management incentive plan, the New Warrants issued to the Second Lien Noteholders, and potentially the Equity Rights Offering; (b) as stipulated by the DIP Credit Agreement, an original issue discount of 2.00% of the DIP Facility commitments netted from proceeds at issuance; and (c) as stipulated by the DIP Credit Agreement, an exit fee of 3.00% of the DIP Facility commitments, which is due and payable in cash upon termination of the DIP Facility commitments.

The DIP Credit Agreement contains various customary representations, warranties and covenants of the Debtors including customary negative covenants for debtor-in-possession loan agreements of this type. These negative covenants restrict the Debtors ability to, among other things, incur additional indebtedness, create liens on assets, engage in mergers, consolidations, sales of assets and dispositions, make investments, loans, advances, guarantees, or acquisitions. The DIP Credit Agreement also includes representations and warranties, mandatory prepayments, affirmative covenants and events of default customary for financings of this type. Certain bankruptcy-related events are also events of default, including, but not limited to, the dismissal by the Bankruptcy Court of any of the Chapter 11 Cases, the conversion of any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, the appointment of a trustee pursuant to chapter 11 of the Bankruptcy Code, and certain other events related to the impairment of the DIP Lenders’ rights or liens granted under the DIP Credit Agreement.

Debt issuance costs related to the DIP Facility of $3.9 million were expensed as incurred to "Reorganization items, net" on the unaudited statement of operations as of September 30, 2025. Due to the proximity to the date of issuance on August 22, 2025, the carrying value of the DIP Facility as of September 30, 2025 approximated the fair value.

10. Stock-Based Compensation and Similar Arrangements

The Company provides stock-based compensation to employees, non-employee directors, consultants and advisors under the Company’s 2006 Long-Term Incentive Plan (“2006 Plan”). The 2006 Plan allows the flexibility to grant or award stock options, stock appreciation rights, restricted stock, unrestricted stock, stock units including restricted stock units and performance awards to eligible persons. During the nine months ended September 30, 2025, no equity awards were granted. On October 3, 2025, the Company’s Compensation Committee of the Board of Directors (“Compensation Committee”) approved the delayed settlement and delivery of shares underlying vested equity awards and the tolling of vesting of unvested equity awards, during the pendency of the Chapter 11 Cases.

Stock options. The Company recognized immaterial stock-based compensation expense for non-qualified stock options (“NQs”) for the three months and nine months ended September 30, 2025, and 2024, in general and administrative expense. At September 30, 2025, the Company had 33,689 stock options outstanding with a weighted-average exercise price of $124.81. As a result of the Compensation Committee's approval on October 3, 2025, all stock options outstanding ceased vesting and are expected to be cancelled upon emergence from Bankruptcy.

Restricted stock awards and restricted stock units. The Company recognized stock-based compensation expense for restricted stock awards ("RSAs") and restricted stock units ("RSUs"), collectively, of $0.6 million and $1.3 million for the three months ended September 30, 2025 and 2024, respectively, and $1.9 million and $4.4 million for the nine months ended September 30, 2025 and 2024, respectively, in general and administrative expense. The Company had no unvested RSAs outstanding at September 30, 2025 and had 168,567 unvested RSUs outstanding at September 30, 2025 with a weighted-average grant date fair value of $32.98. As a result of the Compensation Committee's approval on October 3, 2025, all RSUs outstanding ceased vesting and are expected to be cancelled upon emergence from Bankruptcy.

Performance-based share awards. The Company grants performance-based restricted stock units ("PRSUs") to align management’s compensation with the Company's financial performance and other operational objectives and to retain key employees. Awards granted under this category are based on the achievement of various targeted metrics as approved by the Compensation Committee and defined in the related PRSU Agreement. Stock-based compensation expense for PRSUs is recognized over the 3-year vesting period under the straight-line attribution method. The Company recognized immaterial stock-based compensation expense related to PRSUs for the three and nine months ended September 30, 2025 and 2024, respectively, in general and administrative expense. The remaining expense is expected to be recognized over the remainder of the 3-year requisite service period. The Company had 159,099 unvested PRSUs outstanding at September 30, 2025 with a weighted-average grant date fair value of $39.68. As a result of the Compensation Committee's approval on October 3, 2025, all PRSUs outstanding ceased vesting and are expected to be cancelled upon emergence from Bankruptcy.

Employee Stock Purchase Plan

During the fourth quarter of 2022, the Company began offering an Employee Stock Purchase Plan ("ESPP") with 1,000,000 shares of Common Stock reserved for purchase pursuant to the ESPP for eligible employees. The shares of Common Stock may be newly issued shares, treasury shares or shares acquired on the open market. Under the terms of the ESPP, eligible employees may designate a dollar value or percentage of their compensation to be withheld through payroll deductions, up to a maximum of $25,000 in each plan year, for the purchase of common stock at a discounted rate of 85% of the lower of the market price on the first or last trading day of the offering period. For the three and nine months ended September 30, 2025 and 2024, the Company recorded an immaterial amount of stock-based compensation expense related to the ESPP. As of September 30, 2025, 903,732 shares remain available for future issuance under the ESPP. On July 7, 2025, the Compensation Committee approved the indefinite suspension of the ESPP.

11. Loss Per Share

The following table details the computation of basic and diluted loss per share (in thousands, except share and per share data):


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Numerator:
Net loss	$	(73,131)	$	(26,604)	$	(427,197)	$	(177,788)

Denominator:
Denominator for basic and diluted earnings per share -- weighted-average shares	14,400,841		14,253,192		14,361,141		14,224,155





Loss per share:
Basic loss per share	$	(5.08)	$	(1.87)	$	(29.75)	$	(12.50)
Diluted loss per share	$	(5.08)	$	(1.87)	$	(29.75)	$	(12.50)

In a period when a net loss is reported, all common stock equivalents are excluded from the calculation because they would have an anti-dilutive effect, meaning the loss per share would be reduced. Therefore, in periods where a loss is reported, there is no difference in basic and diluted loss per share.

12. Income Taxes

The Company’s income tax benefit for the three months ended September 30, 2025 and 2024 resulted in an effective tax rate of 9.4% and 31.6%, respectively. The Company's income tax benefit for the nine months ended September 30, 2025

and 2024 resulted in an effective tax rate of 0.9% and 1.2%, respectively. For the three and nine months ended September 30, 2025, the effective tax rate differed from the U.S. federal statutory rate primarily due to various tax credits, increased reserves on deferred tax assets, nondeductible expenses, changes to the valuation allowance and the nondeductible portion of the goodwill impairment. For the three and nine months ended September 30, 2024, the effective tax rate differed from the U.S. federal statutory rate primarily due to various tax credits, increased reserves on deferred tax assets, nondeductible expenses and the nondeductible goodwill impairment.

On July 4, 2025, the One Big Beautiful Bill Act ("OBBBA") was signed into law. The provisions of the new law that are applicable to ModivCare are bonus depreciation, domestic research and development cost expensing, and business interest expense limitation. ASC 740, “Income Taxes”, requires the effects of changes in tax rates and laws on deferred tax balances to be recognized in the period in which the legislation is enacted. The Company has included the impact of the new law in its Q3 2025 income tax provision as appropriate per ASC 740.

13. Commitments and Contingencies

Surveys, Audits and Governmental Investigations

In the ordinary course of business, the Company may from time to time be or become subject to surveys, audits and governmental investigations under or with respect to various governmental programs and state and federal laws. Agencies associated with the programs and other third-party commercial payors periodically conduct extensive pre-payment or post-payment medical reviews or other audits of claims data to identify possible payments made or authorized other than in compliance with the requirements of Medicare or Medicaid. In order to conduct these reviews, documentation is requested from the Company and then that documentation is reviewed to determine compliance with applicable rules and regulations, including the eligibility of clients to receive benefits, the appropriateness of the care provided to those clients, and the documentation of that care. Similarly, other state and federal governmental agencies conduct reviews and investigations to confirm the Company's compliance with applicable laws where it operates, including regarding employment and wage related regulations and matters. The Company cannot predict the ultimate outcome of any regulatory reviews or other governmental surveys, audits or investigations, but management does not expect any ongoing surveys, audits or investigations involving the Company to have a material adverse effect on the business, liquidity, financial condition, or results of operations of the Company. Regardless of the Company's expectations, however, surveys and audits are subject to inherent uncertainties and can have a material adverse impact on the Company due to, among other reasons, potential regulatory orders that inhibit its ability to operate its business, amounts paid as reimbursement or in settlement of any such matter, diversion of management resources and investigative costs.

Legal Proceedings

In the ordinary course of business, the Company may from time to time be or become involved in various lawsuits and claims for indemnification, some of which may seek monetary damages, including claims for punitive damages. Management does not expect any ongoing lawsuits involving the Company to have a material impact on the business, liquidity, financial condition, or results of operations of the Company. Legal proceedings are subject to inherent uncertainties, however, and unfavorable rulings or other events could occur. Unfavorable resolutions could involve substantial monetary damages. In addition, in matters for which conduct remedies are sought, unfavorable resolutions could include an injunction or other order precluding particular business practices or requiring other remedies. An unfavorable outcome might result in a material adverse impact on the business, liquidity, financial position, or results of operations.

The Company records accruals for loss contingencies related to legal matters when it is probable that a liability will be incurred and the amount of the loss can be reasonably estimated. If the Company determines that a range of reasonably possible losses can be estimated, the Company records an accrual for the most probable amount in the range. Due to the inherent difficulty in predicting the outcome of any legal proceeding, it may not be reasonably possible to estimate a range of potential liability until the matter is closer to resolution. Legal fees related to all legal matters are expensed as incurred. The Company’s various legal proceedings have been automatically stayed as a result of the Chapter 11 Cases, with such stay to be lifted upon the effectiveness of the Plan.

On January 29, 2025, a class action complaint for purported violation of federal securities laws was filed by Dinesh Kalera, individually and on behalf of a putative class of purchasers of the Company's common stock between November 3, 2022 and September 15, 2024 (the “Alleged Class Period”), in the United States District Court for the District of Colorado against the Company and three of its officers who were serving as such during the Alleged Class Period. The complaint alleges claims under Section 10(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 10b-5 thereunder and asserts, among other things, that the Company’s public statements concerning its NEMT segment accounts receivable collections efforts and effectiveness, cash flow results, and contractual payment and collection terms were materially false and misleading or contained material omissions. On October 27, 2025, the court appointed a lead plaintiff. The plaintiff will file an amended complaint on January 9, 2026. The defendants named in this action cannot reasonably estimate the

potential range of loss, if any, at this stage of the proceeding. The defendants dispute the allegations of wrongdoing and intend to defend themselves vigorously in this matter.

On May 12, 2025, a putative shareholder derivative complaint was filed by Zane Whitfield in the U.S. District Court for the District of Colorado against several current and former members of the Company’s Board of Directors and executive officers. The Company was also named as a nominal defendant. This shareholder derivative complaint alleged that the individual defendants breached their fiduciary duties by issuing, causing the issuance of, and/or failing to correct the allegedly materially false and/or misleading statements and omissions of material fact that are the subject of the above-mentioned Kalera matter. The shareholder derivative complaint also alleged that the individual defendants breached their fiduciary duties by causing the Company to repurchase stock at inflated prices. On September 10, 2025, the plaintiff in this derivative action filed a stipulation to voluntarily dismiss the case. The court entered an order dismissing the case on September 15, 2025.

Since 2017, one of the Company's PCS segment subsidiaries, All Metro Home Care Services of New York, Inc. d/b/a All Metro Health Care (“All Metro”), has been subject to a class action lawsuit in state court claiming that, among other things, All Metro failed to properly pay live-in caregivers who stay in patients’ homes for 24 hours per day (“live-ins”). The Company pays live-ins for 13 hours per day as supported through a written opinion letter from the New York State Department of Labor (“NYSDOL”). The New York Court of Appeals (New York's highest court) in a similar case involving this issue issued an order in 2019 that agreed with the NYSDOL’s interpretation to pay live-ins for 13 hours per day instead of 24 hours if certain conditions were being met. Notwithstanding the court of appeals' order in the similar case, the parties to date have been unable to settle their dispute through mediation or otherwise, and therefore discovery in the matter is continuing. If the plaintiffs prove successful in this class action lawsuit, All Metro may be liable for back wages and liquidated damages dating back to November 2011. All Metro believes that it is and has been in compliance in all material respects with the laws and regulations covering pay for live-in caregivers (including the conditions described by the New York Court of Appeals in its order), intends to continue to defend itself vigorously with respect to this matter, and the Company does not believe in any event that the ultimate outcome of this matter will have a material adverse effect on the Company’s business, liquidity, financial condition or results of operations.

14. Liabilities Subject to Compromise

As of September 30, 2025, the accompanying unaudited condensed consolidated balance sheets include amounts classified as liabilities subject to compromise, which reflect the expected allowed amount of the pre-petition claims that are not fully secured and that have at least a possibility of not being repaid at the full claim amount.

Liabilities subject to compromise were comprised of the following (in thousands):


	September 30, 2025
Accounts payable	$	5,995
Accrued liabilities	6,446
Other long-term liabilities	3,613
Accrued interest on debt subject to compromise	20,291
Debt subject to compromise	1,416,673
Total liabilities subject to compromise	$	1,453,018

15. Reorganization Items, Net

Reorganization items incurred as a result of the Chapter 11 Cases are presented separately in the accompanying unaudited consolidated statements of operations for the three and nine months ended September 30, 2025 and were as follows (in thousands):


	Three months ended September 30, 2025		Nine months ended September 30, 2025
Write-off of deferred financing costs and discount on debt subject to compromise	$	38,331	$	38,331
Professional fees	10,731		10,731
Debtor-in-possession financing costs	3,894		3,894
Bankruptcy related employee incentive pay and other	526		526
Reorganization items, net	$	53,482	$	53,482

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion should be read in conjunction with our unaudited condensed consolidated financial statements and accompanying notes for the three and nine months ended September 30, 2025 and 2024 included herein, as well as our audited consolidated financial statements and accompanying notes and management’s discussion and analysis of financial condition and results of operations included in our Annual Report on Form 10-K for the year ended December 31, 2024 (the "2024 Form 10-K"). For purposes of “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” references to "Q3 2025" and "Q3 2024" mean the three months ended September 30, 2025 and the three months ended September 30, 2024, respectively.

Recent Events

Chapter 11 Cases

On August 20, 2025, we, along with certain of our subsidiaries (in this context, the “Debtors”) entered into a Restructuring Support Agreement (the “RSA”) with certain creditors, including (a) an ad hoc group of certain first lien lenders (the “Consenting First Lien Lenders”) under the Credit Agreement (as defined below) and (b) an ad hoc group of second lien noteholders (the “Consenting Second Lien Noteholders” and together with the Consenting First Lien Lenders, the “Consenting Creditors”) of the Second Lien Notes (as defined below). The parties to the RSA have agreed on the principal terms of a proposed financial restructuring of the Company (the “Restructuring”), which includes a pre-arranged joint plan of reorganization of the Company (the “Plan”), to be implemented through the Chapter 11 Cases (defined below). The Plan was confirmed by the Bankruptcy Court on December 15, 2025.

On August 20, 2025 (the “Petition Date”), we commenced voluntary cases (collectively, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) providing for a court-administered reorganization pursuant to the terms of the RSA.

•Certain of the Consenting Creditors providing $100 million in debtor-in-possession financing to fund the Chapter 11 Cases;

•Up to $300 million of takeback term loans upon emergence from chapter 11;

•The reorganized Company’s entry into a new money revolving credit facility of up to $250 million.

Upon consummation, the Restructuring would affect a significant deleveraging of our capital structure by reducing our total funded debt (including accrued but unpaid interest) by approximately $1.1 billion.

With the approval of the Bankruptcy Court, the Debtors entered into a Superpriority Secured Debtor In Possession Credit Agreement (the “DIP Credit Agreement”) with the lenders named therein (the “DIP Lenders”), pursuant to which the DIP Lenders provided a senior secured superpriority priming debtor-in-possession term loan credit facility in an aggregate principal amount of up to $100.0 million (the “DIP Facility”). Borrowings under the DIP Facility are senior secured

obligations of the Debtors, secured by a super-priority lien on the collateral under the DIP Facility, which includes substantially all of the Debtors' assets.

The Chapter 11 Cases are being administered under the caption In re: ModivCare Inc. et al., Case No. 25-90309. Information filed with the Bankruptcy Court in connection with the Restructuring is also accessible on the website of our claims and noticing agent at https://www.veritaglobal.net/ModivCare. Such information is not part of this Quarterly Report on Form 10-Q or any other report we file with, or furnish to, the SEC.

Nasdaq Matters

On August 21, 2025, we received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying us that Nasdaq had determined to commence proceedings to delist our common stock, $0.001 par value per share from Nasdaq. Nasdaq reached its decision that we were no longer suitable for listing pursuant to Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1 as a result of our commencement of the Chapter 11 Cases.

In addition, on August 20, 2025, we received a notification letter from Nasdaq notifying us that, because we were delinquent in filing our Quarterly Report on Form 10-Q for the period ended June 30, 2025, we were not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC.

Our common stock was suspended from trading on Nasdaq at the opening of business on August 28, 2025. We did not and do not intend to appeal Nasdaq’s decision to delist our common stock. At the opening of business on August 28, 2025, our common stock began being quoted on the Expert Market operated by the OTC Markets Group under the symbol “MODVQ.” The Nasdaq Stock Market LLC filed a Form 25-NSE on October 1, 2025 to delist our common stock and to remove it from registration under Section 12(b) of the Exchange Act (as defined herein).

Cautionary Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10-Q contains “forward-looking statements” within the meaning of Section 27A of the Securities Act of 1933, as amended, and Rule 175 promulgated thereunder, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and Rule 3b-6 promulgated thereunder, including statements related to the Chapter 11 Cases, the Company's ability to continue operating its business and implement the Restructuring pursuant to the Chapter 11 Cases, the RSA and the Plan, the Company’s strategies or expectations about revenues, liabilities, results of operations, cash flows, ability to fund operations, profitability, ability to consummate a financing or strategic transaction to improve liquidity, ability to continue as a going concern, ability to meet financial covenants, contracts or market opportunities, the trading of the Company's common stock, and the timing of any of the foregoing. These statements are predictive in nature and are frequently identified by the use of terms such as “may,” “will,” “should,” “expect,” “believe,” “estimate,” “intend,” and similar words indicating possible future expectations, events or actions. In addition, statements that are not historical statements of fact should also be considered forward-looking statements. Such forward-looking statements are based on current expectations, assumptions, estimates and projections about our business and our industry, and are not guarantees of our future performance. These statements are subject to a number of known and unknown risks, uncertainties and other important factors, many of which are beyond our ability to control or predict, that may cause actual events to be materially different from those expressed or implied herein. Among such risks, uncertainties and other important factors are the following:

•we are subject to risks and uncertainties associated with the Chapter 11 Cases;

•we may not be able to consummate the Plan as outlined in the RSA;

•if the RSA is terminated, our ability to consummate the Plan could be materially and adversely affected;

•the RSA is subject to significant conditions and milestones that may be difficult for us to satisfy;

•operating under chapter 11 may restrict our ability to pursue our business strategies;

•our business could suffer from a long and protracted restructuring;

•as a result of the Chapter 11 Cases, our historical financial information may be volatile and not be indicative of our future financial performance;

•the Chapter 11 Cases have consumed and are expected to continue to consume a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations, and we may experience increased levels of employee attrition;

•if we emerge from bankruptcy, the composition of our Board of Directors may change;

•the Chapter 11 Cases raise substantial doubt regarding our ability to continue as a going concern;

•our cash flows may not provide sufficient liquidity during or after the Chapter 11 Cases;

•we may not have sufficient cash to fund our operations and our emergence costs;

•if the Plan becomes effective, the holders of our existing common stock will be eliminated; and

•the risks described under the caption “Risk Factors” in Part II, Item 1A. of this report and “Risk Factors” in Part I, Item 1A, of our 2024 Form 10-K.

You are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date the statement was made and are expressly qualified in their entirety by the cautionary statements set forth herein and in our other filings with the Securities and Exchange Commission (the "SEC"), which you should read in their entirety before making an investment decision with respect to our securities. We undertake no obligation to update or revise any forward-looking statements contained in this release, whether as a result of new information, future events or otherwise, except as required by applicable law.

Overview of Our Business

ModivCare also holds a 43.6% minority interest in CCHN Group Holdings, Inc. and its subsidiaries, which operates under the Matrix Medical Network brand (“Matrix”). Matrix, which is included in our Corporate and Other segment, maintains a national network of community-based clinicians who deliver in-home and on-site services.

Business Outlook and Trends

Our performance is affected by a number of trends that drive the demand for our services. In particular, the markets in which we operate are exposed to various trends, such as healthcare industry and demographic dynamics. Over the long term, we believe there are numerous factors that could affect demand within the industries in which we operate, including:

•an aging population, which is expected to increase demand for healthcare services including required transportation to such healthcare services, in-home personal care services and monitoring services;

•increasing prevalence of chronic illnesses that require active and ongoing monitoring of health data which can be accomplished at a lower cost and result in better health outcomes through in-home personal care and monitoring services;

•a movement towards value-based care versus fee-for-service and cost plus care and budget pressure on governments, both of which may increase the use of private corporations to provide necessary and innovative services;

•increasing demand for in-home care, driven by cost pressures on traditional reimbursement models and technological advances enabling remote member engagement, including in-home clinical monitoring and similar internet-based health related services;

•a shift in membership dynamics as a result of Medicaid redetermination efforts, which have and may continue to decrease membership levels at our NEMT segment;

•advancement of regulatory priorities, which include the Centers for Medicare & Medicaid Services ("CMS") final rule, Ensuring Access to Medicaid Services, which, in six years, requires states to generally ensure that a minimum of 80.0% of Medicaid payments are used toward compensation for direct care workers, which may lower profit margins at our PCS segment;

•the impact of the recently enacted reconciliation bill, commonly referred to as the “One Big Beautiful Bill Act” (the "OBBBA"), which introduces significant reforms to Medicare Advantage and Medicaid, including new limits on supplemental benefits and stricter value-based reimbursement criteria and these changes may reduce plan flexibility to cover non-medical services and constrain reimbursement rates. Any reduction in funding, increased regulatory oversight, or shift in benefit design could adversely affect our ability to deliver cost-effective services, limit access for beneficiaries, and negatively impact our revenue and profitability.

•technological advancements, which may be utilized by us to improve services and lower costs, but may also be utilized by others, which may increase industry competitiveness;

•managed care organizations ("MCOs") and Medicaid plans increasing coverage of non-emergency medical transportation services for a variety of reasons, including increased access to care, improved patient compliance with treatment plans, social trends, and to promote SDoH, and this trend may be accelerated or reinforced by The Consolidated Appropriations Act of 2021 ("H.R.133"), a component of which mandates that state Medicaid programs ensure that Medicaid beneficiaries have necessary transportation to and from health care providers;

•reimbursement rates for Medicare Advantage and Medicaid plans, which impact whether NEMT services are provided as a supplemental benefit;

•macroeconomic conditions, including the impact of inflationary matters and changes in interest rates, which may impact the industries in which we operate and our customers' ability to utilize the services we and our competitors provide; and

•extended collection periods, which may cause uncertainty concerning the timing of the collection of outstanding contract receivables with some customers due to complexities in Medicare, Medicaid, and nongovernmental payor arrangements.

Adverse economic conditions, including high inflation rates, high interest rates, labor shortages, volatility in capital markets and recession risks, have had and could continue to have an adverse effect on our business, results of operations, and financial condition. For the NEMT segment, this exposes us to cost containment risk as labor costs and trip costs are rising at a higher rate than reimbursement, which results in lower profit margins than previously reported. The increase in costs is driven, in part, by headwinds from the current macroeconomic environment which limit the NEMT segment's ability to provide services at a reasonable cost to achieve historic profit margins. For the PCS segment, the labor shortage, particularly related to availability of healthcare workers including caregivers, will continue to impact the volume of care hours that can be provided while also driving increased wage rates, which limits our ability to be profitable in contracts with set reimbursement rates for various care services. Any of these circumstances and factors could have a material adverse impact on our reputation and business and any long-term macroeconomic impacts that have arisen could continue to create ongoing challenges for our business.

Our business environment is competitive, the healthcare industry's regulatory requirements are increasingly complex, and the labor market for healthcare professionals remains constrained. In addition, we are subject to risks and uncertainties associated with the Chapter 11 Cases, including the impact on our liquidity, cash balances, and our limited ability to pursue growth strategies. The continuing effect of all or any of the foregoing could result in, in future periods, an impairment to the estimated fair value of the goodwill that has been established for our reporting units. Further, recently enacted legislation—commonly referred to as the “OBBBA”—presents additional risk of decreased membership within our current payor base. This, in turn, could reduce the fair value of our payor network intangible assets in future periods. These assets, however, are not currently considered impaired due to ongoing uncertainty regarding the legislation's long-term industry impact. As discussed elsewhere herein and under the caption “Risk Factors” in our 2024 Form 10-K, impairment tests may be required in addition to the annual impairment testing that occurs on July 1st of each year if circumstances change that would, more likely than not, reduce the fair value of goodwill of a reporting unit below such reporting unit’s carrying value, or reduce the value of the payor network intangible assets below their carrying value. We monitor the performance of the business and the value of our stock price and estimated fair values of our reporting units and monitor for additional details around legislative impacts of the OBBBA for clarity on the impact to our business, among other relevant considerations, to determine if any impairments to goodwill or intangible assets could exist at any particular time. During the second quarter of 2025, we determined that based on our qualitative assessment for each reporting unit, factors existed which required us to test our goodwill for impairment. These factors included a decline in market price of the Company's common stock and lower than anticipated operating results during the first half of 2025. As a result of our quantitative assessment during the second quarter of 2025, we determined that the goodwill at our PCS and Monitoring reporting units was impaired. See Note 7, Goodwill and Intangible Assets, for additional details. The enterprise value range accepted by the Bankruptcy Court for the Chapter 11 restructuring is $750.0 million to $925.0 million and management estimated the Company’s enterprise value within that range as part of the goodwill impairment assessment. Although our estimate is within this range, enterprise value is subject to estimation uncertainty due to the ongoing bankruptcy process and variables that will be refined in connection with fresh start accounting. The final enterprise value determined upon emergence may differ from our current estimate and could affect the resulting goodwill measurement.

Components of Results of Operations

Revenues

Service revenue, net. Service revenue for our NEMT segment includes the revenue generated by providing non-emergency medical transportation services directly to our customers. These services are provided on either a capitated basis, which means we are paid on a per-member, per-month ("PMPM") basis for each eligible member, or on a fee-for-service ("FFS") basis, which means we are paid based on the volume of trips or services performed. Payment for our NEMT services is received from third-party payors, predominately made up of state Medicaid agencies and MCOs.

Our capitated contracts operate under either a full-risk or a shared-risk structure. Under full-risk contracts, payors pay a fixed amount per eligible member per month and we assume the responsibility of meeting the covered healthcare related transportation requirements for the number of eligible members in the payor's program. Under this structure, we assume the full-risk for the costs associated with arranging transportation of members through our network of independent transportation providers. Revenue is recognized based on the number of eligible members served during the period. Under shared-risk contracts, we have provisions for reconciliations, risk corridors, and/or profit rebates. These contracts allow for periodic reconciliations based on actual cost and/or trip volume and may result in refunds to the payor (contract payables), or additional payments due from the payor (contract receivables) based on the provisions contractually agreed upon. These shared-risk contracts also allow for margin stabilization, as generally the amount received PMPM is adjusted for the costs to provide the transportation services. Under both contract structures, we arrange for transportation of members through our network of independent transportation providers, whereby we negotiate rates and remit payment to the transportation providers. However,

for certain contracts, we assume no risk for the transportation network, credentialing and/or payments to these providers. For these contracts, we only provide administrative management services to support the customers’ efforts to serve their clients.

Under FFS contracts, payors pay a specified amount for each service that we provide based on costs incurred plus an agreed-upon margin. FFS revenue is recognized in the period in which the services are rendered and is reduced by the estimated impact of contractual allowances.

Service revenue for our PCS segment includes the revenue generated based on the hours incurred by our in-home caregivers to provide services to our customers, primarily on a FFS basis in which we earn a specified amount for each service that we provide. Payment for our PCS services is billed to third-party payors which include, but are not limited to, MCOs, Medicaid agencies and programs and other home health care providers who subcontract the services of our caregivers to their patients, and individuals.

Service revenue for our Monitoring segment includes the sale of monitoring equipment to our third-party distributors as well as revenue generated from the hours incurred by our Clinical Team for providing monitoring services to our customers, primarily on a PMPM basis for each eligible member. Payment for our monitoring services is billed to third-party payors which include, but are not limited to, national and regional health plans, government-funded benefit programs, healthcare provider organizations, and individuals.

Operating Expenses

Service expense. Service expense for our NEMT segment includes purchased transportation, operational payroll and other operational related costs. Purchased transportation includes the amounts we pay to third-party service providers and is typically dependent upon service volume. Operational payroll predominately includes our contact center operations, customer advocacy and transportation network team. Other operating expenses primarily include operational overhead costs, and operating facilities and related charges. Service expense for our PCS segment includes payroll and other operational related costs for our caregivers to provide in-home care. Service expense for our Monitoring segment primarily consists of salaries of employees in our contact centers, connectivity costs and occupancy costs.

General and administrative expense. General and administrative expense for all segments consists principally of salaries for administrative employees that support the operations, occupancy costs, marketing expenditures, insurance, and professional fees.

Depreciation and amortization expense. Depreciation within this caption includes infrastructure items such as computer hardware and software, office equipment, monitoring and vitals equipment, buildings, and leasehold improvements. Amortization expense is generated primarily from amortization of our intangible assets, including payor networks, trade names and developed technology.

Impairment of goodwill. We determined that based on our qualitative assessment for each reporting unit, factors existed which required us to test our goodwill for impairment. As a result of such impairment test, we determined that the goodwill within both our PCS and Monitoring reporting units were impaired during the second quarter of 2025 and that the goodwill within our Monitoring reporting unit was impaired during the second quarter of 2024.

Other Expenses (Income)

Interest expense, net. Interest expense consists principally of interest accrued during the period ended September 30, 2025 on our Senior Unsecured Notes, Second Lien Notes, Term Loan Facility, Incremental Term Loan, borrowings outstanding under our Revolving Credit Facility, our DIP Facility and amortization of deferred financing fees related to these borrowings. Refer to the “Liquidity and Capital Resources” section below for further discussion of these borrowings.

Loss on debt extinguishment. During Q3 2024, our 2025 Notes were redeemed in full prior to contractual maturity, resulting in a loss on debt extinguishment.

Equity in net income (loss) of investee, net of tax. Equity in earnings of equity method investee consists of our proportionate share of equity earnings or losses from our Matrix equity investment held at our Corporate and Other segment, presented net of related taxes, as well as the earnings of our insurance captive held at the NEMT segment, presented net of related taxes.

Income tax benefit (provision). We are subject to federal taxation in the United States and state taxation in the various jurisdictions in which we operate.

Segment Reporting

Our segments reflect the manner in which our operations are organized and reviewed by management. Segment results are based on how our CODM manages our business, makes operating decisions and evaluates operating performance.

We operate four reportable business segments: NEMT, PCS, Monitoring, and Corporate and Other. The NEMT segment provides non-emergency medical transportation services throughout the country. The PCS segment provides non-medical personal care and home health services. The Monitoring segment provides in-home monitoring solutions. The Corporate and Other segment includes the costs associated with our corporate operations and as such, includes activities related to executive, accounting, finance, internal audit, tax, legal and certain strategic and corporate development functions for each segment, as well as the results of an investment in innovation that we completed during the first quarter of 2023. The operating results of the NEMT, PCS and Monitoring segments include revenue and expenses generated and incurred by the segment, and the Corporate and Other segment includes expenses incurred in relation to our Corporate operations as well as certain service revenue and operating expenses associated with the investment in innovation discussed above.

See Note 3, Segments, in our accompanying unaudited condensed consolidated financial statements for further information on our segments.

Results of Operations

Q3 2025 compared to Q3 2024


	Three months ended September 30,
	2025				2024
	Amount		% of Revenue		Amount		% of Revenue
Service revenue, net	$	679,707	100.0	%	$	702,037	100.0	%

Operating expenses:
Service expense	584,130		85.9	%	597,934		85.2	%
General and administrative expense	84,351		12.4	%	70,903		10.1	%
Depreciation and amortization	23,295		3.4	%	27,940		4.0	%

Total operating expenses	691,776		101.8	%	696,777		99.3	%

Operating income (loss)	(12,069)		(1.8)	%	5,260		0.7	%

Interest expense, net	14,467		2.1	%	28,493		4.1	%
Loss on debt extinguishment	—		—	%	11,797		1.7	%
Reorganization items, net	53,482		7.9	%	—		—	%
Loss before income taxes and equity method investment	(80,018)		(11.8)	%	(35,030)		(5.0)	%
Income tax benefit	7,505		1.1	%	11,070		1.6	%
Equity in net loss of investee, net of tax	(618)		(0.1)	%	(2,644)		(0.4)	%
Net loss	$	(73,131)	(10.8)	%	$	(26,604)	(3.8)	%

Service revenue, net. Consolidated service revenue, net, for Q3 2025 decreased $22.3 million, or 3.2%, compared to Q3 2024. Service revenue, net decreased $0.6 million for our NEMT segment, decreased $19.8 million for our PCS segment, and decreased $2.4 million for our Monitoring segment. The remaining change was related to our Corporate and Other segment. See our Results of Operations - Segments, for further discussion of the revenue drivers at each respective segment.

Service expense. Service expense components are shown below (in thousands):


	Three months ended September 30,
	2025				2024
	Amount		% of Service Revenue		Amount		% of Service Revenue
Purchased services	$	388,401	57.1	%	$	383,769	54.7	%
Payroll and related costs	175,875		25.9	%	194,904		27.8	%
Other service expenses	19,854		2.9	%	19,261		2.7	%
Total service expense	$	584,130	85.9	%	$	597,934	85.2	%

Service expense for Q3 2025 decreased $13.8 million, or 2.3%, compared to Q3 2024. Service expense at our PCS segment decreased $17.5 million and service expense at our Monitoring segment decreased $0.4 million. These decreases were partially offset by an increase in service expense at our NEMT segment of $4.1 million, The remaining change was related to our Corporate and Other segment. See our Results of Operations - Segments, for further discussion.

General and administrative expense. General and administrative expense for Q3 2025 increased $13.4 million, or 19.0%, compared to Q3 2024. General and administrative expense at our Corporate and Other segment increased $20.8 million and at our Monitoring segment increased $1.0 million. These increases to general and administrative expense were partially

offset by a decrease at our NEMT segment of $5.6 million and a decrease at our PCS segment of $2.6 million. General and administrative expense, expressed as a percentage of service revenue, net increased to 12.4% for Q3 2025 compared to 10.1% for Q3 2024. See our Results of Operations - Segments, for further discussion.

Interest expense, net. Interest expense, net, for Q3 2025 decreased by $14.0 million, or 49.2%, compared to Q3 2024. The decrease in interest expense during Q3 2025 was driven by our filing of the Chapter 11 Cases on the Petition Date, after which the contractual interest on pre-petition debt was stayed and reclassified into liabilities subject to compromise on the unaudited condensed consolidated balance sheets. During Q3 2025, there was a reversal related to the Second Lien Notes which were accruing interest at 10.0% to reflect our election to pay interest through payment-in-kind (PIK), but were updated to accrue at the 5.0% interest rate for non-PIK interest prior to being reclassified as liabilities subject to compromise. All interest expense was recorded within the Corporate and Other segment. The interest expense on each respective debt facility for the Q3 2025 and Q3 2024 periods is included in the table below (in thousands):


	Three months ended September 30,
	2025		2024
2025 Notes	$	—	$	—
2029 Notes	1,693		6,641
Second Lien Notes	(1,529)		—
Term Loan Facility	7,571		14,748
Incremental Term Loan	3,120		—
Revolving Credit Facility	2,825		7,104
DIP Facility	787		—
Total interest expense, net	$	14,467	$	28,493

Loss on debt extinguishment. During Q3 2024, our 2025 Notes were redeemed in full prior to contractual maturity, resulting in a loss on debt extinguishment. This balance consisted of the redemption premium of 1.469% on the aggregate original principal amount of the 2025 Notes for $7.3 million plus the recognition of the unamortized deferred issuance costs on the 2025 Notes for $4.5 million.

Reorganization items, net. As a result of the Chapter 11 Cases, certain items resulting from the reorganization and restructuring of the business were reported separately as reorganization items during Q3 2025. These items primarily included the write-off of deferred financing costs and the discount on debt subject to compromise, professional fees incurred as a result of the reorganization, and financing costs related to the DIP Facility.

Equity in net income (loss) of investee, net of tax. Our equity in net loss of investee, net of tax, for Q3 2025 of $0.6 million and our equity in net loss of investee, net of tax, for Q3 2024 of $2.6 million was a result of our proportional share of the net income or loss of Matrix and our investment in a captive insurance program.

Income tax (provision) benefit. Our effective tax rate to arrive at the tax benefit from operations for Q3 2025 and Q3 2024 was 9.4% and 31.6%, respectively. For Q3 2025, the effective tax rate differed from the U.S. federal statutory rate primarily due to various tax credits, increased reserves on deferred tax assets, nondeductible expenses and changes to the valuation allowance. For Q3 2024, the effective tax rate differed from the U.S. federal statutory rate primarily due to various tax credits, increased reserves on deferred tax assets, and nondeductible expenses.

Nine months ended September 30, 2025 compared to Nine months ended September 30, 2024

Consolidated results. The following table sets forth results of operations and the percentage of consolidated total Service revenue, net represented by items in our unaudited condensed consolidated statements of operations for the nine months ended September 30, 2025, which we refer to as “YTD 2025”, and for the nine months ended September 30, 2024, which we refer to as “YTD 2024” (in thousands):


	Nine months ended September 30,
	2025				2024
	Amount		% of Service Revenue		Amount		% of Service Revenue
Service revenue, net	$	1,989,914	100.0	%	$	2,084,787	100.0	%

Operating expenses:
Service expense	1,707,765		85.8	%	1,769,600		84.9	%
General and administrative expense	233,521		11.7	%	224,145		10.8	%
Depreciation and amortization	70,228		3.5	%	82,795		4.0	%
Impairment of goodwill	263,394		13.2	%	105,302		5.1	%
Total operating expenses	2,274,908		114.3	%	2,181,842		104.7	%

Operating loss	(284,994)		(14.3)	%	(97,055)		(4.7)	%

Interest expense, net	90,413		4.5	%	67,129		3.2	%
Loss on debt extinguishment	—		—	%	11,797		0.6	%
Reorganization items, net	53,482		2.7	%	—		—	%
Loss before income taxes and equity method investment	(428,889)		(21.6)	%	(175,981)		(8.4)	%
Income tax benefit	3,882		0.2	%	2,055		0.1	%
Equity in net loss of investee, net of tax	(2,190)		(0.1)	%	(3,862)		(0.2)	%
Net loss	$	(427,197)	(21.5)	%	$	(177,788)	(8.5)	%

Service revenue, net. Consolidated service revenue, net, for YTD 2025 decreased $94.9 million, or 4.6%, compared to YTD 2024. This change was the result of a decrease in revenue of $48.2 million at our NEMT segment, a decrease in revenue of $41.3 million at our PCS segment, and a decrease in revenue of $5.9 million at our Monitoring segment. The remainder of the change was related to our Corporate and Other segment. See our Results of Operations - Segments, for further discussion.

Service expense. Service expense components are shown below (in thousands):


	Nine months ended September 30,
	2025				2024
	Amount		% of Service Revenue		Amount		% of Service Revenue
Purchased services	$	1,109,159	55.7	%	$	1,119,248	53.7	%
Payroll and related costs	540,151		27.1	%	589,373		28.3	%
Other service expenses	58,455		2.9	%	60,979		2.9	%
Total service expense	$	1,707,765	85.8	%	$	1,769,600	84.9	%

Service expense for YTD 2025 decreased $61.8 million, or 3.5%, compared to YTD 2024. Service expense at our NEMT segment decreased $24.0 million, service expense at our PCS segment decreased $35.7 million, and service expense at our Monitoring segment decreased $1.8 million. See our Results of Operations - Segments, for further discussion.

General and administrative expense. General and administrative expense for YTD 2025 increased $9.4 million, or 4.2%, compared to YTD 2024. General and administrative expense at our Corporate and Other segment increased $28.6 million and at our Monitoring segment increased $0.9 million. These increases to general and administrative expense were partially offset by a decrease at our NEMT segment of $13.6 million and a decrease at our PCS segment of $6.5 million. General and

administrative expense, expressed as a percentage of service revenue, net increased to 11.7% for YTD 2025 compared to 10.8% for YTD 2024. See our Results of Operations - Segments, for further discussion.

Depreciation and amortization. Depreciation and amortization decreased $12.6 million, or 15.2% in YTD 2025 as compared to YTD 2024, primarily related to certain intangible assets being fully amortized during the second half of 2024.

Impairment of goodwill. Impairment of goodwill for YTD 2025 and YTD 2024 was $263.4 million and $105.3 million, respectively, and was driven by goodwill impairment charges that were recorded at both our PCS and Monitoring reporting units during YTD 2025 and at our Monitoring reporting unit during YTD 2024, as a result of our quantitative goodwill impairment test. See Note 7, Goodwill and Intangible Assets.

Interest expense, net. Interest expense, net for YTD 2025 increased by $23.3 million, or 34.7%, compared to YTD 2024. The increase in interest expense was attributable to both the addition of new debt facilities and the higher interest rates associated with those facilities relative to those in place during the prior period. Although we extinguished the 2025 Notes, overall interest expense during YTD remained elevated due to the issuance of the Second Lien Notes, the Term Loan Facility and the Incremental Term Loan, which incurred interest expense through the date of our Chapter 11 filing on August 20, 2025. The increase in interest expense during YTD 2025 was impacted by our filing of the Chapter 11 Cases on the Petition Date, after which the contractual interest on pre-petition debt was stayed and reclassified into liabilities subject to compromise. Interest expense was recorded at our Corporate and Other segment. The interest expense on each respective debt facility for the YTD 2025 and YTD 2024 periods is included in the table below (in thousands):


	Nine months ended September 30,
		2025		2024
2025 Notes		$	—	$	16,216
2029 Notes		10,465		19,913
Second Lien Notes		14,475		—
Term Loan Facility		34,181		14,748
Incremental Term Loan		13,873		—
Revolving Credit Facility		16,632		16,252
DIP Facility		787		—
Total interest expense, net		$	90,413	$	67,129

Reorganization items, net. As a result of the Chapter 11 Cases, certain items resulting from the reorganization and restructuring of the business were reported separately as reorganization items during YTD 2025. These items include the write-off of deferred financing costs and the discount on debt subject to compromise, professional fees incurred as a result of the reorganization and financing costs related to the DIP Facility, among others.

Equity in net income (loss) of investee, net of tax. Our equity in net loss of investee, net of tax for YTD 2025 of $2.2 million and our equity in net loss of investee, net of tax for YTD 2024 of $3.9 million was a result of our proportional share of the net income or loss of Matrix and our investment in a captive insurance program.

Income tax benefit (provision). Our effective tax rate to arrive at the tax benefit from operations for YTD 2025 and YTD 2024 was a tax rate of 0.9% and 1.2%, respectively. The YTD 2025 effective tax rate differed from the U.S. federal statutory rate primarily due to various tax credits, increased reserves on deferred tax assets, nondeductible expenses, changes to the valuation allowance and the nondeductible portion of the goodwill impairment. The YTD 2024 effective tax rate differed from the U.S. federal statutory rate primarily due to various tax credits, increased reserves on deferred tax assets, nondeductible expenses, and the nondeductible goodwill impairment.

Results of Operations - Segments

The following tables set forth certain financial information attributable to our business segments for the three and nine months ended September 30, 2025 and 2024:

NEMT Segment

(in thousands, except for revenue per member per month, revenue per trip, and service expense per trip)


	Three months ended September 30,								Nine months ended September 30,
	2025				2024				2025				2024
	Amount			% of Segment Revenue	Amount			% of Segment Revenue	Amount			% of Segment Revenue	Amount			% of Segment Revenue
Operating Results
Service revenue, net	$	491,672		100.0%	$	492,253		100.0%	$	1,414,014		100.0%	$	1,462,236		100.0%

Service expense	440,611			89.6%	436,549			88.7%	1,264,194			89.4%	1,288,162			88.1%
General and administrative expense	25,118			5.1%	30,758			6.2%	82,119			5.8%	95,701			6.5%
Depreciation and amortization	7,482			1.5%	7,645			1.6%	22,617			1.6%	22,602			1.5%
Operating income	$	18,461		3.8%	$	17,301		3.5%	$	45,084		3.2%	$	55,771		3.8%

Business Metrics(1)
Total paid trips	9,316				9,418				26,810				27,257
Average monthly members	23,628				30,023				23,677				29,599

Revenue per member per month	$	6.94			$	5.47			$	6.64			$	5.49
Revenue per trip	$	52.78			$	52.27			$	52.74			$	53.65
Service expense per trip	$	47.30			$	46.35			$	47.15			$	47.26
Utilization	13.1		%		10.5		%		12.6		%		10.2		%

(1) These metrics are key performance indicators that management uses to evaluate our performance. Trends established in these metrics can be used to evaluate current operating results, identify trends affecting our business, determine the allocation of resources and understand the underlying drivers of costs and revenue for our business. We believe these metrics are useful to investors in evaluating and understanding our business but should not be used solely in assessing our performance. These key performance indicators should not be considered superior to, as a substitute for or as an alternative to, and should be considered in conjunction with, the GAAP financial measures presented herein to fully evaluate and understand the business as a whole.

Our NEMT segment is the largest manager of non-emergency medical transportation programs for state governments and MCOs in the U.S.

Service revenue, net. Service revenue, net, decreased $0.6 million, or 0.1%, in Q3 2025 as compared to Q3 2024 and decreased $48.2 million, or 3.3%, in YTD 2025 as compared to YTD 2024. The decrease in service revenue, net, during both periods was related to a decrease in average monthly membership, which was partially offset by an increase in revenue per member per month. For Q3 2025 as compared to Q3 2024 and for YTD 2025 as compared to YTD 2024, there was a decrease in average monthly members of 21.3% and 20.0%, respectively. While average monthly membership decreased for the QTD and YTD periods, the revenue received per member per month increased by 26.9% and 20.9% over the same periods, which partially offset the decrease to revenue during both 2025 periods. The change in average monthly members was correlated to the change in revenue because a majority of our contracts are capitated, and we receive monthly payments on a per member per month basis in return for full or shared-risk of transportation volumes. Declines in membership over the periods presented were related to certain contract losses. Revenue received per member per month increased in part due to higher total paid trips and higher utilization, which can increase the rate received per member per month in certain of our shared risk contracts.

Service expense. Service expense for our NEMT segment primarily consists of purchased services, which are costs paid to our third party transportation providers, and payroll and related costs, which consist of salaries of employees within our contact centers and operations centers. Other service expenses include occupancy costs related to our contact centers. Service expense components for the NEMT segment are shown below (in thousands):


	Three months ended September 30,								Nine months ended September 30,
	2025				2024				2025				2024
	Amount		% of Segment Revenue		Amount		% of Segment Revenue		Amount		% of Segment Revenue		Amount		% of Segment Revenue
Purchased services	$	388,401	79.0	%	$	383,769	78.0	%	$	1,109,159	78.4	%	$	1,119,248	76.5	%
Payroll and related costs	39,177		8.0	%	40,383		8.2	%	117,732		8.3	%	131,160		9.0	%
Other service expenses	13,033		2.7	%	12,397		2.5	%	37,303		2.6	%	37,754		2.6	%
Total service expense	$	440,611	89.6	%	$	436,549	88.7	%	$	1,264,194	89.4	%	$	1,288,162	88.1	%

Service expense increased $4.1 million, or 0.9%, for Q3 2025 as compared to Q3 2024, primarily related to an increase in purchased services expense of $4.6 million, or 1.2% as compared to Q3 2024, partially offset by a decrease in payroll and related costs and other service expenses of $0.6 million, or 1.1%, as compared to Q3 2024. The decrease in payroll and related costs and other service expenses was the result of ongoing cost optimization and digitization efforts in our contact centers as a result of initiatives that were launched in 2024. Service expense decreased $24.0 million, or 1.9%, for YTD 2025 as compared to YTD 2024, primarily related to a decrease in payroll and related costs and other service expenses of $13.9 million, or 8.2%, paired with a decrease in purchased services expense of $10.1 million, or 0.9%. The decrease in payroll and related costs over the period was the result of ongoing cost optimization and digitization efforts in our contact centers as a result of initiatives that were launched in 2024. The decrease in purchased services expense during YTD 2025 was driven by the 1.6% decrease in trip volume as compared to YTD 2024.

General and administrative expense. General and administrative expense primarily consists of salaries for administrative employees that support the operations of the NEMT segment, occupancy costs, marketing expenditures, insurance, and professional fees. General and administrative expense decreased $5.6 million, or 18.3%, for Q3 2025 compared to Q3 2024 and decreased $13.6 million, or 14.2%, for YTD 2025 as compared to YTD 2024. The decrease during both periods was primarily related to lower salaries and personnel expenses for administrative employees as a result of continued efforts to improve operational efficiency.

Depreciation and amortization expense. Depreciation and amortization expense remained consistent during both Q3 2025 and YTD 2025 as compared to Q3 2024 and YTD 2024, respectively.

PCS Segment

(in thousands, except service revenue per hour and service expense per hour)


	Three months ended September 30,						Nine months ended September 30,
	2025			2024			2025			2024
	Amount		% of Segment Revenue	Amount		% of Segment Revenue	Amount		% of Segment Revenue	Amount		% of Segment Revenue
Operating Results
Service revenue, net	$	168,737	100.0%	$	188,518	100.0%	$	517,412	100.0%	$	558,696	100.0%

Service expense	134,262		79.6%	151,745		80.5%	415,395		80.3%	451,049		80.7%
General and administrative expense	21,194		12.6%	23,823		12.6%	65,635		12.7%	72,152		12.9%
Depreciation and amortization	9,304		5.5%	12,918		6.9%	28,090		5.4%	38,506		6.9%
Impairment of goodwill	—		—%	—		—%	211,780		40.9%	—		—%
Operating income (loss)	$	3,977	2.4%	$	32	—%	$	(203,488)	(39.3)%	$	(3,011)	(0.5)%

Business Metrics(1)
Total hours	6,218			7,174			19,289			21,187
Service revenue per hour	$	27.14		$	26.28		$	26.82		$	26.37
Service expense per hour	$	21.59		$	21.15		$	21.54		$	21.29

Our PCS segment’s services include placements of non-medical personal care assistants and home health aides and nurses primarily to Medicaid patient populations in need of care monitoring and assistance performing daily living activities in the home setting, including senior citizens and disabled adults.

Service revenue, net. PCS contracts are generally structured as fee-for-service contracts, with revenue driven by the number of hours worked by our personal care providers. Service revenue, net, decreased $19.8 million, or 10.5%, for Q3 2025, as compared to Q3 2024, primarily due to 13.3% lower hours worked by personal care providers during Q3 2025 as compared to Q3 2024. Service revenue, net, decreased by $41.3 million, or 7.4%, for YTD 2025 as compared to YTD 2024, primarily due to 9.0% lower hours worked by personal care providers during YTD 2025 as compared to YTD 2024.

Service expense. Service expense for our PCS segment primarily consists of wages for our employees who provide personal care services and it typically trends with the number of hours worked and cost per hour of service. Service expense components for the PCS segment are shown below (in thousands):


	Three months ended September 30,								Nine months ended September 30,
	2025				2024				2025				2024
	Amount		% of Segment Revenue		Amount		% of Segment Revenue		Amount		% of Segment Revenue		Amount		% of Segment Revenue
Payroll and related costs	$	132,104	78.3	%	$	150,132	79.6	%	$	408,868	79.0	%	$	444,923	79.6	%
Other service expenses	2,158		1.3	%	1,613		0.9	%	6,527		1.3	%	6,126		1.1	%
Total service expense	$	134,262	79.6	%	$	151,745	80.5	%	$	415,395	80.3	%	$	451,049	80.7	%

Service expense for Q3 2025 decreased $17.5 million, or 11.5%, as compared to Q3 2024, primarily as a result of a decrease in payroll and related costs of $18.0 million, or 12.0%, as a result of the 13.3% decrease in hours of service provided

by our personal care providers during Q3 2025 as compared to Q3 2024. Service expense for YTD 2025 decreased by $35.7 million, or 7.9%, as compared to YTD 2024, primarily as a result of a decrease in payroll and related costs of $36.1 million, or 8.1%, as a result of the 9.0% decrease in hours of service provided by our personal care providers during YTD 2025 as compared to YTD 2024.

General and administrative expense. General and administrative expense primarily consists of salaries for administrative employees that support the operations of the PCS segment, occupancy costs, marketing expenditures, insurance, and professional fees. General and administrative expense decreased $2.6 million, or 11.0%, for Q3 2025 as compared to Q3 2024 and general and administrative expense decreased by $6.5 million, or 9.0%, for YTD 2025 as compared to YTD 2024. The decreases are primarily related to lower salaries and personnel expenses for administrative employees as a result of continued efforts to improve operational efficiency.

Depreciation and amortization expense. Depreciation and amortization expense for Q3 2025 decreased by $3.6 million, or 28.0%, as compared to Q3 2024 and for YTD 2025 decreased by $10.4 million, or 27.1%, as compared to YTD 2024, primarily related to certain intangible assets being fully amortized during the second half of 2024.

Impairment of goodwill. During Q3 2025 and Q3 2024, we did not record any impairment charge on the goodwill at our PCS reporting unit. During YTD 2025, we determined that the goodwill within our PCS reporting unit was impaired which resulted in an impairment of goodwill charge of $211.8 million. During YTD 2024, we did not record any impairment charge on the goodwill at our PCS reporting unit. See Note 7, Goodwill and Intangible Assets for additional details.

Monitoring Segment

(in thousands, except revenue per member per month and service expense per member per month)


	Three months ended September 30,								Nine months ended September 30,
	2025				2024				2025				2024
	Amount		% of Segment Revenue		Amount		% of Segment Revenue		Amount		% of Segment Revenue		Amount		% of Segment Revenue
Operating Results
Service revenue, net	$	17,046	100.0	%	$	19,448	100.0	%	$	52,653	100.0	%	$	58,575	100.0	%

Service expense	7,612		44.7	%	8,018		41.2	%	22,788		43.3	%	24,556		41.9	%
General and administrative expense	5,299		31.1	%	4,332		22.3	%	16,651		31.6	%	15,780		26.9	%
Depreciation and amortization	5,748		33.7	%	7,073		36.4	%	17,709		33.6	%	20,834		35.6	%
Impairment of goodwill	—		—	%	—		—	%	51,614		98.0	%	105,302		179.8	%
Operating loss	$	(1,613)	(9.5)	%	$	25	0.1	%	$	(56,109)	(106.6)	%	$	(107,897)	(184.2)	%

Business Metrics(1)
Average monthly members	223				246				226				247
Revenue per member per month	$	25.48			$	26.35			$	25.89			$	26.35
Service expense per member per month	$	11.38			$	10.86			$	11.20			$	11.05

Our Monitoring segment is a provider of in-home monitoring solutions and manages a comprehensive suite of in-home clinical monitoring and quality improvement services that leverage personal emergency response systems, vitals monitoring devices, relationship-based care, and data-driven patient engagement solutions.

Service revenue, net. Monitoring contracts are generally structured as a fixed fee per enrolled member per month and therefore, revenue was generally driven by the number of enrolled members and the rate received per member per month. Service revenue, net, decreased $2.4 million, or 12.4%, for Q3 2025 as compared to Q3 2024, primarily related to a 9.3% decrease in average monthly members paired with a 3.3% decrease in revenue per member per month from Q3 2024 to Q3 2025. Service revenue, net, decreased by $5.9 million, or 10.1%, for YTD 2025 as compared to YTD 2024, primarily related to an 8.5% decrease in average monthly members paired with a 1.7% decrease in revenue per member per month from YTD 2024 to YTD 2025.

Service expense. Service expense for our Monitoring segment primarily consists of salaries for the employees providing the monitoring services as well as occupancy costs. Service expense components for our Monitoring segment are shown below (in thousands):


	Three months ended September 30,								Nine months ended September 30,
	2025				2024				2025				2024
	Amount		% of Segment Revenue		Amount		% of Segment Revenue		Amount		% of Segment Revenue		Amount		% of Segment Revenue
Payroll and related costs	$	4,251	24.9	%	$	4,281	22.0	%	$	12,760	24.2	%	$	12,850	21.9	%
Other service expenses	3,361		19.7	%	3,737		19.2	%	10,028		19.0	%	11,706		20.0	%
Total service expense	$	7,612	44.7	%	$	8,018	41.2	%	$	22,788	43.3	%	$	24,556	41.9	%

Service expense decreased $0.4 million, or 5.1%, for Q3 2025 as compared to Q3 2024, primarily related to a decrease in other service expenses of $0.4 million, or 10.1%. Other service expenses decreased as a result of lower device installation costs related to the 9.3% decrease in average monthly members. Service expense decreased by $1.8 million, or 7.2%, for YTD 2025 as compared to YTD 2024, primarily related to a decrease in other service expenses of $1.7 million, or 14.3%, also driven by lower device installation costs related to the 8.5% decrease in average monthly members.

General and administrative expense. General and administrative expense primarily consists of salaries for administrative employees that indirectly support the operations, occupancy costs, marketing expenditures, insurance, and professional fees. General and administrative expense increased $1.0 million, or 22.3%, for Q3 2025 as compared to Q3 2024 and general and administrative expense increased $0.9 million, or 5.5% for YTD 2025 compared to YTD 2024. The increase in both periods was primarily driven by an increase in temporary labor related to technology support services and insights and analytics.

Depreciation and amortization expense. Depreciation and amortization expense decreased $1.3 million, or 18.7%, for Q3 2025 compared to Q3 2024 and decreased $3.1 million, or 15.0%, for YTD 2025 compared to YTD 2024. The decrease in depreciation and amortization expense during both periods was primarily related to certain intangible assets being fully amortized during the second half of 2024.

Impairment of goodwill. During Q3 2025 and Q3 2024, we did not record any impairment charge on the goodwill at our Monitoring reporting unit. During YTD 2025 and YTD 2024, as a result of our quantitative goodwill assessment on July 1, we determined that the goodwill within our Monitoring reporting unit was impaired which resulted in an impairment of goodwill charge of $51.6 million and $105.3 million, respectively. See Note 7, Goodwill and Intangible Assets for additional details.

Corporate and Other Segment

(in thousands)


	Three months ended September 30,				Nine months ended September 30,
	2025		2024		2025		2024
Service revenue, net	$	2,252	$	1,818	$	5,835	$	5,280

Service expense	1,645		1,622		5,388		5,833
General and administrative expense	32,740		11,990		69,116		40,512
Depreciation and amortization	761		304		1,812		853
Operating loss	$	(32,894)	$	(12,098)	$	(70,481)	$	(41,918)

Our Corporate and Other segment includes our executive, accounting, finance, internal audit, tax, legal, public reporting and corporate development functions. This segment also includes the results of our equity investment in Matrix and the operating results of our investments in innovation related to data analytics products and solutions, which is comprised of our wholly-owned subsidiary, Higi Care, LLC (“Higi”), which was acquired during the first quarter of 2023. Higi provides certain data-driven personal health technologies and also provides virtual clinical care management services through an unaffiliated professional corporation owned and operated by a licensed physician.

Service revenue, net and Service expense. The acquisition of Higi, which was a strategic investment in growth, contributes to service revenue and service expense.

General and administrative expense and Depreciation and amortization. Our Corporate and Other segment includes costs associated with the strategic oversight and governance of our operating segments. These expenses are primarily general and administrative expenses, with a small portion related to depreciation. The general and administrative expense increased $20.8 million, or 173.1%, for Q3 2025 compared to Q3 2024 and increased $28.6 million, or 70.6%, for YTD 2025 compared to YTD 2024. This increase was primarily related to higher professional service costs for contract and consulting services, as well as elevated legal expenses, both related to the Company's debt transactions that occurred during the first quarter of 2025 as well as the Company's plan of reorganization prior to the Petition Date.

Seasonality

Our NEMT and PCS segments' operating income and cash flows normally fluctuate as a result of seasonal variations in our business, principally due to lower demand for transportation and in-home services during the winter season and periods with major holidays as members and patients may spend more time with family and less time alone needing outside care during those periods. While this fluctuation is noted in terms of the use of our services during these seasonal shifts, it does not have a material impact on our results of operations and therefore is not adjusted for. Our Monitoring segment’s operating income and cash flows do not normally fluctuate as a result of seasonal variations in the business.

Liquidity and Capital Resources

Short-term capital requirements consist primarily of recurring operating expenses, contract start-up costs on new revenue contracts, interest expense on outstanding borrowings, costs associated with our strategic initiatives, and short-term debt and borrowings under our Credit Agreement. As explained below under the caption "Liquidity and Going Concern," various factors exist that have raised substantial doubt about our ability to meet all of our obligations as they become due over the next twelve months and to continue as a going concern. If we are unsuccessful in our efforts to raise additional capital, including through additional financing and strategic divestitures of assets, based on our current expectations, our current sources of liquidity, including available cash on hand, cash generated from operations, net of capital expenditures, and borrowings under our Revolving Credit Facility, Term Loan Facility and Incremental Term Loan, will not be sufficient to satisfy our short-term capital requirements for a period of one year from the date of issuance of these unaudited condensed consolidated financial statements. For these reasons and as disclosed in the Current Report on Form 8-K filed with the SEC on August 21, 2025, we filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code on August 20, 2025 and we expect to continue to manage our operations as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In connection with the Chapter 11 Cases, as of September 30, 2025 the Company received $62.5 million in new money term loans under the DIP Facility, expected to be used to fund working capital and certain permitted administrative expenses during the pendency of the Chapter 11 Cases and to make certain other payments and for other general corporate purposes, in each case in accordance with the terms of the DIP Credit Agreement. For information regarding our long-term capital requirements, see below under the caption "Liquidity and Going Concern".

Cash used in operating activities during the nine months ended September 30, 2025 was $154.8 million. Our balance of cash and cash equivalents, excluding restricted cash, was $78.2 million and $112.6 million at September 30, 2025 and December 31, 2024, respectively. We had restricted cash of $13.5 million and $0.5 million at September 30, 2025 and December 31, 2024, respectively. Restricted cash amounts are not included in our balance of cash and cash equivalents in the unaudited condensed consolidated balance sheets, although they are included in the cash, cash equivalents and restricted cash balance on the accompanying unaudited condensed consolidated statements of cash flows.

We may, from time to time, access capital markets to raise equity or debt financing for various business reasons, including acquisitions, repurchases of common stock, investments in our business and possible refinancing activity. The timing, term, size, and pricing of any such financing will depend on investor interest and market conditions, and there can be no assurance that we will be able to obtain any such financing on terms acceptable to us at the time or at all.

YTD 2025 cash flows compared to YTD 2024

Operating activities. Cash used in operating activities was $154.8 million for YTD 2025 compared to cash used in operating activities of $36.5 million for YTD 2024. The increase in cash used in operating activities of $118.3 million between periods was primarily a result of an increase in the net loss in YTD 2025 as compared to YTD 2024 which was primarily the result of lower service revenue of $94.9 million recorded during YTD 2025 and higher interest expense of $23.3 million during YTD 2025. This decrease in cash provided by operating activities was also driven by a decrease in cash provided by changes in operating assets and liabilities of $70.0 million. The changes in operating assets and liabilities were partly driven by a decrease in cash collected on contract receivables of $38.2 million during YTD 2025 related to a build in contract receivables on certain risk corridor and reconciliation contracts as compared to YTD 2024 as well as a use of cash for short-term deposits of $37.5 million which was the result of additional cash collateral paid on several of our performance bonds during YTD 2025. The decrease in cash from the changes in operating assets and liabilities was also driven by a use of cash for accrued transportation costs of $37.7 million related to timing of vendor payments and a decrease in cash collected on our accounts receivable and other receivables of $18.3 million, primarily related to a build in receivables due to timing of cash receipts on our trade accounts receivable and other receivables. These decreases were offset by an increase in cash related to our contract payables of $75.1 million related to a build in contract payables on certain risk corridor and reconciliation contracts as compared to YTD 2024

Investing activities. Net cash used in investing activities was $16.9 million in YTD 2025, which decreased by $5.4 million as compared to YTD 2024. This decrease was related to less cash used for purchases of property and equipment.

Financing activities. Net cash provided by financing activities was $150.3 million for YTD 2025 compared to $104.8 million for YTD 2024. The increase of $45.4 million was primarily a result of the issuance of the Incremental Term Loan in the aggregate principal amount of $75.0 million, net cash received of $30.0 million from the Purchase of Second Lien Notes by the Coliseum Investors and issuance of the DIP Facility for an aggregate principal amount $62.5 million, each of which combined for a total cash contribution of $167.5 million during YTD 2025. This was in contrast to YTD 2024 when we borrowed $114.2 million on our Revolving Credit Facility and received net cash of $16.3 million from the issuance of our Term Loan Facility net of the extinguishment of our 2025 Notes, both of which combined for a total cash contribution of $130.5 million during YTD 2024. This was offset by approximately $10.8 million of lower debt issuance costs during YTD 2025 as compared to YTD 2024 due to the debt issuance costs associated with the Term Loan Facility issuance and redemption of our 2025 Notes during YTD 2024.

Obligations and commitments

Senior Unsecured Notes and Second Lien Notes. On November 4, 2020, we issued $500.0 million in 5.875% senior unsecured notes due November 15, 2025 (the "2025 Notes"). The 2025 Notes were redeemed in full on July 1, 2024 prior to contractual maturity, at a redemption premium of 1.469% on the aggregate original principal amount of the 2025 Notes for a total redemption of $507.3 million, plus the payment of approximately $3.8 million in accrued and unpaid interest on the 2025 Notes. As a result of the early redemption of the 2025 Notes, the Company recorded a loss on debt extinguishment of $11.8 million on the unaudited condensed consolidated statements of operations. This loss consisted of the redemption premium of 1.469% on the aggregate original principal amount of the 2025 Notes for $7.3 million plus the recognition of the unamortized deferred issuance costs on the 2025 Notes for $4.5 million. The 2025 Notes were redeemed in connection with the funding of the Term Loan Facility discussed below.

On August 24, 2021, we issued $500.0 million in aggregate principal amount of 5.000% senior unsecured notes due on October 1, 2029 (the “2029 Notes”). The 2029 Notes are senior unsecured obligations and rank senior in right of payment to all of our future subordinated indebtedness, rank equally in right of payment with all of our existing senior indebtedness, are effectively subordinated to any of our existing and future secured indebtedness, including indebtedness under the Credit

Agreement, to the extent of the value of the assets securing such indebtedness, and are structurally subordinated to all of the existing and future liabilities (including trade payables) of each of our non-guarantor subsidiaries. We will pay interest on the 2029 Notes semi-annually in arrears on April 1 and October 1 of each year until maturity. Principal payments on the 2029 Notes are not required until the maturity date on October 1, 2029 when 100.0% of the outstanding principal will be required to be repaid.

Pursuant to the Fifth Amendment to the Credit Agreement dated January 9, 2025, we entered into a privately negotiated exchange agreement with holders of our 2029 Notes to exchange up to $251.0 million in principal of the 2029 Notes for an equivalent principal amount of Second Lien Notes to be issued by us, subject to the receipt of Exit Consents to make certain amendments to the indenture governing the 2029 Notes to permit the Exchange and remove certain other covenants. On March 7, 2025, upon receipt of the requisite Exit Consents, we, the guarantors party to the 2029 Notes Indenture, and Wilmington Savings Fund Society, FSB (as the successor to the Bank of New York Mellon Trust Company, N.A.), as trustee, entered into the Fifth Supplemental Notes Indenture to the 2029 Notes Indenture to effect the amendments. The Exchange was consummated and the Second Lien Notes were issued on March 7, 2025 pursuant to, and governed by, the Second Lien Notes Indenture, among us, the Guarantors and Ankura Trust Company, LLC, as Trustee and Notes Collateral Agent.

In addition to the Exchange of $251.0 million of 2029 Notes for Second Lien Notes, on January 9, 2025, we entered into a Purchase and Exchange Agreement with the Coliseum Investors under which the Coliseum Investors agreed, subject to approval of our stockholders, (a) to Purchase $30.0 million in aggregate principal amount of our Second Lien Notes and (b) to exchange approximately $20.2 million in aggregate principal amount of our 2029 Notes held by the Coliseum Investors for an equivalent principal amount of the Second Lien Notes. The Coliseum Transactions were approved during the Special Meeting with the Stockholders held on March 13, 2025. On March 14, 2025, we, the Guarantors, the Trustee and the Notes Collateral Agent entered into the First Supplemental Indenture to the Second Lien Notes Indenture, pursuant to which we issued $50.2 million of Second Lien Notes to the Coliseum Investors. The Exchange and the Coliseum Transactions were treated as a debt modification and third party fees of $2.5 million were expensed as incurred.

The Second Lien Notes are our senior, secured obligations and will accrue interest at a rate of, at our election, subject to certain conditions, (i) 5.000% per annum, if interest is paid in cash, and (ii) 10.000% per annum, if interest is paid-in-kind. In each case, interest is payable semi-annually in arrears on April 1 and October 1 of each year, beginning on April 1, 2025. Interest will be paid in kind by increasing the aggregate principal amount of one or more outstanding global notes representing the Second Lien Notes, or issuing additional Second Lien Notes, calculated based on the then outstanding principal of the Second Lien Notes. We will not be permitted to pay interest in kind in any interest period if our Liquidity (as defined in, and calculated in accordance with, the Second Lien Notes Indenture) is greater than $100.0 million on any applicable record date occurring on and after March 15, 2026, for any such interest period. The Second Lien Notes are fully and unconditionally guaranteed by the Guarantors and rank equal in right of payment with all of our and each Guarantor’s existing and future senior indebtedness, including indebtedness under the Credit Agreement. The Second Lien Notes and the related guarantees are secured on a second-priority basis, subject to permitted liens, by security interests on substantially all of the assets and properties of us and the Guarantors, which assets and properties also secure the indebtedness under the Credit Agreement on a first-priority basis. The Second Lien Notes will mature on October 1, 2029.

The Second Lien Notes Indenture contains covenants that, among other things, restrict our ability and the ability of our subsidiaries to, among other things, incur additional indebtedness; make certain investments; create or incur certain liens; enter into certain transactions with affiliates; merge, consolidate, amalgamate or transfer substantially all of our assets; agree to dividend or other payment restrictions affecting our subsidiaries; and transfer or sell assets, including capital stock of our subsidiaries. These covenants, however, are subject to a number of important exceptions and qualifications. We may redeem the Second Lien Notes, in whole or in part, at any time, at the redemption prices set forth in the Second Lien Indenture, plus accrued and unpaid interest, if any, to, but excluding, the date of redemption.

As a result of the Chapter 11 Cases, the outstanding principal balances of $228.8 million related to the 2029 Notes and of $301.2 million related to the Second Lien Notes were classified as debt subject to compromise and recorded within "Liabilities subject to compromise" on the unaudited condensed consolidated balance sheets as of September 30, 2025. Additionally, all unamortized debt issuance costs for the 2029 Notes and the Second Lien Notes were expensed during the quarter ended September 30, 2025 to "Reorganization items, net" on the unaudited condensed consolidated statement of operations.

accelerated the Company's obligations under its Senior Unsecured Notes and Second Lien Notes, however any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the Chapter 11 Cases.

Revolving Credit Facility. We are party to the amended and restated credit agreement, dated as of February 3, 2022, (the “Credit Agreement”) with JPMorgan Chase Bank, N.A., as administrative agent, swing line lender and an issuing bank, Wells Fargo Bank, National Association, as an issuing bank, Truist Bank and Wells Fargo Bank, National Association, as co-syndication agents, Deutsche Bank AG New York Branch, Bank of America, N.A., Regions Bank, Bank of Montreal and Capital One, National Association, as co-documentation agents, and JPMorgan Chase Bank, N.A., Truist Securities, Inc. and Wells Fargo Securities, LLC, as joint bookrunners and joint lead arrangers, and the other lenders party thereto. The Credit Agreement, as amended to date, provides us with a senior secured revolving credit facility (the “Revolving Credit Facility”) in an aggregate principal amount of $325.0 million. The Revolving Credit Facility includes sublimits for swingline loans, letters of credit and alternative currency loans in amounts of up to $25.0 million, $60.0 million and $75.0 million, respectively.

On January 9, 2025, we entered into the Fifth Amendment to the Credit Agreement, which, among other things, (i) amended the interest rate on the existing Revolving Credit Facility commitments under the Credit Agreement to a SOFR-based benchmark plus 4.25%, with a 1.00% SOFR Floor, (ii) amended the 2.0% default rate under the Credit Agreement so that it applies on all obligations upon the election of the administrative agent at the direction of the Required Lenders if an event of default has occurred and continuing and automatically if a specified event of default has occurred and is continuing, (iii) amended the Term Loan Facility maturity date to spring to July 2, 2029 if the second lien senior secured PIK toggle notes remain outstanding as of such date, (iv) included enhanced reporting requirements, and (v) eliminated or reduced certain baskets, which included the elimination of reinvestment rights with respect to certain asset sales and reduction of the de minimis exception for certain asset sale prepayments to $5.0 million. Consenting lenders also agreed to provide financial covenant relief in the form of (i) a covenant holiday with respect to the maximum net leverage ratio and interest coverage ratio from the fourth fiscal quarter of 2024 through and including the second fiscal quarter of 2025, (ii) resetting the maximum total net leverage ratio covenant to 6.75:1.00 for the third fiscal quarter of 2025 and the fourth fiscal quarter of 2025 and (iii) resetting the minimum interest coverage ratio to 1.65:1.00 for the third fiscal quarter of 2025 and the fourth fiscal quarter of 2025. We will also be required to maintain minimum liquidity of $25.0 million pursuant to the terms of the amended minimum liquidity covenant in the Credit Agreement, which will be tested each week through the week ending April 11, 2025, each month through the month ending June 30, 2025 and, thereafter, each fiscal quarter. In addition, we will be subject to a cash variance compliance test with respect to aggregate disbursements and aggregate receipts, subject to customary cures.

As a result of the Chapter 11 Cases, the outstanding principal balance of the Revolving Credit Facility was classified as debt subject to compromise and recorded within "Liabilities subject to compromise" on the unaudited condensed consolidated balance sheets as of September 30, 2025 and all unamortized debt issuance costs for the Revolving Credit Facility were expensed during the quarter ended September 30, 2025 to "Reorganization items, net" on the unaudited condensed consolidated statement of operations.

Pursuant to the Fifth Amendment to the Credit Agreement, the Company was granted covenant relief in the form of a covenant holiday for the fourth quarter of 2024 through and including the second fiscal quarter of 2025, however, for the quarter ended September 30, 2025, the Total Net Leverage Ratio covenant returned to 6.75:1.00 and the minimum Interest Coverage Ratio returned to 1.65:1.00 . As the Term Loan Facility and the Incremental Term Loan, discussed below, are subject to the provisions of the Credit Agreement, the covenants also apply to these facilities. The commencement of the Chapter 11 proceedings constituted an event of default that accelerated the Company's obligations under its Revolving Credit Facility, Term Loan Facility and Incremental Term Loan, however any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the Chapter 11 Cases.

Term Loan Facility. On July 1, 2024, pursuant to the Third Amendment, we established a new term loan facility (the "Term Loan Facility") in the aggregate principal amount of $525.0 million with the Term Loan Facility lenders named therein. The proceeds of the Term Loan Facility were used to (i) redeem our 2025 Notes, (ii) repay a portion of the Revolving Credit Facility outstanding immediately prior to the effective date of the Third Amendment, and (iii) pay fees and expenses associated with such transactions. We incurred approximately $26.9 million of deferred financing costs with respect to the Term Loan Facility, including the $2.5 million PIK consent fee.

The Term Loan Facility matures on the earlier of (a) July 1, 2031 and (b) July 2, 2029 if any of the 2029 Notes remain outstanding on that date. Principal payments on the Term Loan Facility are required on a quarterly basis, commencing with the quarter ended September 30, 2024, in the amount equal to 0.25% of the aggregate principal amount of the Term Loan Facility outstanding on the date of issuance. All unpaid amounts of the Term Loan Facility shall be paid in full on the maturity date. The Term Loan Facility requires annual prepayments of a percentage of Excess Cash Flow (as defined in the amended Credit Agreement); commencing with the year ending December 31, 2025 as follows: (i) 75.0% if the Total Net Leverage Ratio as of the last day of such period was greater than 4.40:1.00, (ii) 50.0% if the Total Net Leverage Ratio as of the last day of such period was greater than 3.90:1:00, but less than or equal to 4.40:1.00, (iii) 25.0% if the Total Net Leverage Ratio as of the last

day of such period was greater than 3.40:1.00, but less than or equal to 3.90:1.00, and (iv) 0.0% if the Total Net Leverage Ratio as of the last day of such period was less than or equal to 3.40:1.00. The Term Loan Facility also requires mandatory prepayments in the event of certain asset dispositions or casualty events. In addition, the Term Loan Facility is subject to a prepayment premium for the first six months after entering into the Third Amendment in the event of any repricing transaction.

Interest on the Term Loan Facility is generally payable quarterly, in arrears, on the outstanding principal amount of the Term Loan Facility at the following rates for the interest period in effect for such borrowing: (i) a SOFR-based benchmark plus 4.75% or (ii) a prime rate (or other alternate base rate) benchmark plus 3.75% in the case of ABR Loans (as such terms are defined in the amended Credit Agreement). The Term Loan Facility is subject to customary representations and warranties, affirmative and negative covenants, and events of default, as defined in the amended Credit Agreement.

As a result of the Chapter 11 Cases, the outstanding principal balance of the Term Loan Facility was classified as debt subject to compromise and recorded within "Liabilities subject to compromise" on the unaudited condensed consolidated balance sheets as of September 30, 2025 and all unamortized debt issuance costs for the Term Loan Facility were expensed during the quarter ended September 30, 2025 to "Reorganization items, net" on the unaudited condensed consolidated statement of operations.

Incremental Term Loan. On January 9, 2025, pursuant to the Fifth Amendment to the Credit Agreement, we established an incremental term loan facility in an aggregate principal amount of $75.0 million (the “Incremental Term Loan”). Interest on the Incremental Term Loan is generally payable quarterly, in arrears, on the outstanding principal amount of the Incremental Term Loan at the following rates: (i) a SOFR-based benchmark plus 7.50%, or (ii) a prime rate (or other alternate base rate) benchmark plus 6.50% in the case of ABR Loans (as such terms are defined in the amended Credit Agreement). The Incremental Term Loan has a maturity of January 10, 2026 and original issue discount of 2 points. We have the option to prepay the Incremental Term Loan, in whole or in part, at any time prior to the Maturity Date, subject to a prepayment fee equal to the present value of all scheduled interest payments on the fully committed amount that would accrue through the Maturity Date calculated based on a discount rate equal to the treasury rate plus 50 basis points. The proceeds of the Incremental Term Loan are required to be deposited in a collateral account subject to a blocked account control agreement in favor of the administrative agent and may be disbursed subject to delivery of a disbursement request, no default or event of default, the representations and warranties in Article II of the Credit Agreement being true and correct in all material respects and receipt by the administrative agent and lenders of reimbursement for invoiced expenses. The Incremental Term Loan is secured by a lien on substantially all of ours and our subsidiaries' assets. As a result of the Chapter 11 proceedings, the outstanding principal balance of the Incremental Term Loan was classified as debt subject to compromise and recorded within "Liabilities subject to compromise" on the unaudited condensed consolidated balance sheets as of September 30, 2025 and all unamortized debt issuance costs for the Incremental Term Loan were expensed during the quarter ended September 30, 2025 to "Reorganization items, net" on the unaudited condensed consolidated statement of operations.

DIP Credit Agreement. With the approval of the Bankruptcy Court, we entered into a DIP Credit Agreement with the DIP Lenders and Wilmington Trust, N.A. as administrative agent and collateral agent. Pursuant to the DIP Credit Agreement, the DIP Lenders have agreed, upon the terms and conditions set forth therein, to make available a senior secured superpriority priming debtor-in-possession term loan credit facility in an aggregate principal amount of up to $100.0 million (the “DIP Facility”), consisting of providing an initial draw of up to $62.5 million in new money term loans following entry of an interim order and a subsequent draw of up to $37.5 million in new money term loans upon entry of a final order. Borrowings under the DIP Facility are senior secured obligations, secured by a super-priority lien on the collateral under the DIP Facility, which includes substantially all of our assets and is used to fund working capital and certain permitted administrative expenses during the pendency of the Chapter 11 Cases and to make certain other payments and for other general corporate purposes, in each case in accordance with the terms of the DIP Credit Agreement.

The DIP Facility matures on the earliest to occur of: (a) the six month anniversary of the Closing Date (as defined in the DIP Credit Agreement); provided that such date may be extended to the nine month anniversary of the Closing Date 2026 with the written consent of the Required DIP Lenders (as defined in the DIP Credit Agreement) following the request by the Borrower (as defined in the DIP Credit Agreement) prior to January 31, 2026; (b) the effective date of a chapter 11 plan of any Debtor that has been confirmed by an order entered by the Bankruptcy Court; (c) dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code; (d) the acceleration of the Term Loans (as defined in the DIP Credit Agreement) and the termination of all Commitments (as defined in the DIP Credit Agreement); and (e) the closing of a sale of all or substantially all assets or equity of the Loan Parties (other than to another Loan Party) (as each of such terms is defined in the DIP Credit Agreement). The DIP Loans will accrue an interest rate, payable in cash, of either (a) SOFR plus 7.00% per annum or (b) Alternate Base Rate plus 6.00% per annum. Fees and expenses on the DIP Facility include: (a) as stipulated by the Plan, a backstop premium (the “DIP Backstop Premium”) equal to 20.0% of our reorganized pro forma equity, subject to dilution by the management incentive plan, the New Warrants issued to the Second Lien Noteholders, and potentially the Equity Rights Offering; (b) as stipulated by the DIP Credit Agreement, an original issue discount of 2.00% of the DIP Facility commitments netted from proceeds at issuance; and (c) as stipulated by the DIP Credit

Agreement, an exit fee of 3.00% of the DIP Facility commitments, which is due and payable in cash upon termination of the DIP Facility commitments.

The DIP Credit Agreement contains various customary representations, warranties and covenants including customary negative covenants for debtor-in-possession loan agreements of this type. These negative covenants restrict our ability to, among other things, incur additional indebtedness, create liens on assets, engage in mergers, consolidations, sales of assets and dispositions, make investments, loans, advances, guarantees, or acquisitions. The DIP Credit Agreement also includes representations and warranties, mandatory prepayments, affirmative covenants and events of default customary for financings of this type. Certain bankruptcy-related events are also events of default, including, but not limited to, the dismissal by the Bankruptcy Court of any of the Chapter 11 Cases, the conversion of any of the Chapter 11 Cases to a case under chapter 7 of the Bankruptcy Code, the appointment of a trustee pursuant to chapter 11 of the Bankruptcy Code, and certain other events related to the impairment of the DIP Lenders’ rights or liens granted under the DIP Credit Agreement.

Our financial and operating performance, as well as our ability to generate sufficient cash flow to maintain compliance with covenants, are subject to certain risk factors; see Part II, Item 1A. "Risk Factors" in this report and Part I, Item 1A. “Risk Factors” in our 2024 Form 10-K for further discussion. Additionally, our assessment of our ability to meet our future obligations is inherently subjective, judgment-based, and susceptible to change based on future events.

For additional information related to our 2029 Notes, Second Lien Notes, Revolving Credit Facility, Term Loan Facility, Incremental Term Loan, and DIP Facility, refer to Note 9, Debt, of the Notes to the unaudited condensed consolidated financial statements included in Part I, Item 1, “Financial Statements”.

Liquidity and Going Concern

Liquidity measures our ability to meet current and future cash flow needs on a timely basis and at a reasonable cost. We manage our liquidity position to meet our daily cash flow needs, while maintaining an appropriate balance between assets and liabilities to meet our return on investment objectives. Our liquidity position is supported by management of liquid assets and cash requirements and access to alternative sources of funds. Liquid assets include cash and cash equivalents, excluding restricted cash, of $78.2 million and accounts receivable, contract receivables, and other receivables of $414.8 million as of September 30, 2025. Cash requirements over the next 12 months, which include the DIP Facility, accounts payable, accrued contract payables, accrued transportation costs, accrued expenses and other current liabilities and the current portion of our operating lease liabilities, totaled $357.7 million as of September 30, 2025 and does not include certain liabilities which have been classified as liabilities subject to compromise as of September 30, 2025 in connection with the Chapter 11 Cases.

Management’s assessment of our liquidity is highly dependent on our ability to meet operating forecasts, including cash generated by operations, and manage working capital, including specifically the timely collection of outstanding contract receivables, which had a short-term balance of $122.5 million at September 30, 2025. We have a history of operating losses and expect to continue to generate negative cash flows from operations in the near term. We have continued to experience financial challenges, including increased transportation and caregiver costs that have not been offset by corresponding reimbursement rate increases from payors, the loss of certain contracts, and membership declines. Additionally, we have experienced lengthened collection periods due to complexities in Medicare, Medicaid, and nongovernmental payor arrangements, resulting in delays between fulfilling our performance obligations and collecting the cash owed for our services. These factors have negatively impacted and are anticipated to continue to negatively impact cash flow generation and liquidity.

For each of the reasons detailed above and as disclosed in the Current Report on Form 8-K filed with the SEC on August 21, 2025, we filed a voluntary petition for reorganization under Chapter 11 "Chapter 11 Cases" or "bankruptcy filing") of the United States Bankruptcy Code in the Southern District of Texas and we expect to continue to manage our operations as a debtor-in-possession under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In general, as a debtor-in-possession, we are authorized to continue to operate as an ongoing business but not to engage in transactions outside the ordinary course of business without prior approval of the Bankruptcy Court.

While management believes that our Restructuring through the Chapter 11 Cases will allow us to successfully emerge from the Chapter 11 Cases and continue to operate as a viable going concern, our pre-arranged joint plan of reorganization (the "Plan") may never become effective, the restructuring and recapitalization transactions contemplated by the RSA and the Restructuring Term Sheet may never be consummated, the Bankruptcy Court may grant or deny motions in a manner that is adverse to us and our subsidiaries, and the Chapter 11 Cases may be converted into cases under Chapter 7 of the Bankruptcy Code.

These factors raise substantial doubt about our ability to satisfy our obligations as they become due within one year from the issuance date of the unaudited condensed consolidated financial statements included with this Quarterly Report on

Form 10-Q. Accordingly, management has concluded that substantial doubt exists about our ability to continue as a going concern. Our ability to continue as a going concern is contingent upon, among other things, our ability to implement a comprehensive restructuring, successfully emerge from the Chapter 11 Cases and generate sufficient liquidity following the Restructuring to meet our obligations and operating requirements as they become due. Accordingly, management can provide no assurance that the transactions described therein will be consummated. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

In the ordinary course of business we have entered into contractual obligations and have made other commitments to make future payments. Our short-term and long-term liquidity requirements are primarily to fund on-going operations and to service our short-term debt obligations. These liquidity requirements are met primarily through cash flow from operations, debt financing, and borrowings under our Revolving Credit Facility. For additional information regarding our operating, investing and financing cash flows, see “Condensed Consolidated Financial Statements— Condensed Consolidated Statements of Cash Flows,” included in Part I, Item I of this report.

Critical Accounting Estimates and Policies

The preparation of financial statements and related disclosures in conformity with GAAP and our discussion and analysis of our financial condition and operating results require our management to make judgments, assumptions and estimates that affect the amounts reported. Refer to Note 2, “Significant Accounting Policies and Recent Accounting Pronouncements” of the Notes to Condensed Consolidated Financial Statements in Part I, Item 1 of this Form 10-Q and in the Notes to Consolidated Financial Statements in Part II, Item 8 of the 2024 Form 10-K for a description of the significant accounting policies and methods used in the preparation of our condensed consolidated financial statements. There have been no material changes to our critical accounting estimates or policies since the 2024 Form 10-K.

Item 3. Quantitative and Qualitative Disclosures About Market Risk.

We have exposure to interest rate risk mainly related to our DIP Facility which has variable interest rates that may increase. As a result of our Chapter 11 proceedings, we stopped accruing interest expense on our pre-petition debt instruments, which include our Revolving Credit Facility, our Term Loan Facility and our Incremental Term Loan that were variable interest rate instruments and we are no longer subject to the market risk that may arise from these variable rate facilities. These facilities are classified as liabilities subject to compromise on our unaudited condensed consolidated balance sheets as of September 30, 2025. We had $62.5 million of short-term debt outstanding on the DIP Facility at September 30, 2025. Interest rates on the outstanding principal amount of the DIP Facility vary and accrue an interest rate, payable in cash, of either (a) SOFR plus 7.00% per annum or (b) Alternate Base Rate plus 6.00% per annum. We completed an interest rate risk sensitivity analysis with the assumption that the short-term borrowing amount that was outstanding on the DIP Facility as of September 30, 2025 was outstanding for the entire fiscal year with an assumed one-percentage point increase in interest rate. Based on this analysis, the one-percentage point increase would have an approximate $0.6 million negative impact on our pre-tax earnings.

Item 4. Controls and Procedures.

(a) Evaluation of disclosure controls and procedures

The Company's management, under the supervision and with the participation of its principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in Rule 13a-15(e) of the Exchange Act as of September 30, 2025. Based upon this evaluation, the Company’s principal executive officer and principal financial officer concluded that such disclosure controls and procedures were effective to provide reasonable assurance that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and accumulated and communicated to the Company’s management, including its principal executive and financial officer, or persons performing similar functions, as appropriate to allow timely decisions regarding required disclosure.

(b) Changes in internal control over financial reporting

The principal executive and financial officers also conducted an evaluation of whether any changes in the Company's internal control over financial reporting occurred during the quarter ended September 30, 2025 that have materially affected or which are reasonably likely to materially affect such control. Such officers have concluded that no such changes have occurred.

Because of its inherent limitations, internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation and presentation. The design of a control system must reflect the fact that there are resource constraints, and the benefits of controls must be considered relative to their costs. Because of the inherent limitations in a cost-effective control system, misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. The Company conducts periodic evaluations of its internal controls to enhance, where necessary, its procedures and controls.

PART II—OTHER INFORMATION

Item 1. Legal Proceedings.

As described above in Note 1, Organization and Basis of Presentation, on August 20, 2025, we commenced Chapter 11 Cases in the Bankruptcy Court. In addition, we entered into the RSA with the Consenting Creditors, pursuant to which we have agreed on the principal terms of a proposed financial restructuring of the Company to be implemented through the Chapter 11 Cases. Our various legal proceedings have been automatically stayed as a result of the Chapter 11 Cases, with such stay to be lifted upon the effectiveness of the Plan.

From time-to-time, we may become involved in legal proceedings, including claims for indemnification, arising in the ordinary course of our business. We record accruals for outstanding legal matters when it is believed to be probable that a loss will be incurred and the amount can be reasonably estimated. Management, following consultation with legal counsel, does not expect the ultimate disposition of any or a combination of any such ongoing or anticipated matters to have a material adverse effect on our business, financial condition or operating results. We cannot predict with certainty, however, the potential for or outcome of any litigation. Regardless of the outcome of any particular litigation and the merits of any particular claim, litigation can have a material adverse impact on us due to, among other reasons, any injunctive relief granted which could inhibit our ability to operate our business, amounts paid as damages or in settlement of any such matter, diversion of management resources and defense costs. Interested parties should refer to Note 13, Commitments and Contingencies, in this report for information concerning other potential contingent liabilities matters that do not rise to the level of materiality for purposes of disclosure hereunder.

Item 1A. Risk Factors.

The risks described under the caption “Risk Factors” in our 2024 Form 10-K could materially and adversely affect our business, financial condition, and results of operations, and could cause the trading price of our common stock to decline. There have been no material changes from the risk factors disclosed in the 2024 Form 10-K, except as otherwise set forth below.

Risks Related to the Chapter 11 Cases

We filed for reorganization under Chapter 11 on August 20, 2025 and are subject to risks and uncertainties associated with the Chapter 11 Cases.

We have entered into the RSA and commenced, along with certain of our subsidiaries, the Chapter 11 Cases. The RSA contemplates a comprehensive restructuring of the Company’s debt obligations and capital structure to be implemented through the Chapter 11 Cases. We plan to continue to operate our business as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.

The Chapter 11 Cases could have a material adverse effect on our business, financial condition, results of operations and liquidity. Our senior management has spent, and so long as the Chapter 11 Cases continue, will continue to spend, a significant amount of time and effort dealing with the reorganization instead of focusing on our business operations. Bankruptcy Court protection also may make it more difficult to retain management and the key personnel necessary to the success and growth of our business. Furthermore, we may not realize any or all of the intended benefits of the Chapter 11 Cases.

Other significant risks and uncertainties associated with the Chapter 11 Cases include following:

•our ability to obtain the Bankruptcy Court’s approval with respect to motions or other requests made to the Bankruptcy Court in the Chapter 11 Cases, including maintaining strategic control as a debtor-in-possession;

•we may not be able to consummate the Plan as outlined in the RSA or may be delayed in doing so;

•we may be unable to generate sufficient cash flows or obtain sufficient financing to fund both operations and the costs of our Chapter 11 Cases, particularly if the Chapter 11 Cases extend beyond the maturity date of our proposed DIP Facility;

•we may be unable to maintain relationships with vendors, customers, employees and other third parties as a result of the Chapter 11 Cases;

•we may not be able to continue to invest in our products and services, which could hurt our competitiveness; and

•we may not be able to enter into or maintain contracts that are critical to our operations at competitive rates and terms, if at all.

Because of the risks and uncertainties associated with the Chapter 11 Cases, the ultimate impact that the events that occur during these proceedings will have on our business, financial condition and results of operations cannot be predicted or quantified. If any one or more of these risks materializes, it could affect our ability to continue as a going concern.

If the RSA is terminated, our ability to consummate the Plan could be materially and adversely affected.

The RSA contains a number of termination events, upon the occurrence of which certain parties to the RSA may terminate the agreement. If the RSA is terminated as to all parties thereto, each of the parties will be released from its obligations in accordance with the terms of the RSA. Such termination may result in the loss of support for the Plan by the parties to the RSA, which could adversely affect our ability to consummate the Plan. If the Plan is not consummated, there can be no assurance that any new plan would be as favorable to holders of claims against the Company as contemplated by the RSA.

The RSA is subject to significant conditions and milestones that may be difficult for us to satisfy.

There are certain material conditions we must satisfy under the proposed RSA, including the timely satisfaction of milestones for the progress of the Chapter 11 Cases, including, among other things, to consummate the Plan. Our ability to timely complete such milestones is subject to risks and uncertainties that may be beyond our control.

Operating under Chapter 11 may restrict our ability to pursue our business strategies.

Under Chapter 11, certain transactions are subject to the prior approval of the Bankruptcy Court, which may limit our ability to respond in a timely manner to certain events or take advantage of certain opportunities.

Our business could suffer from a long and protracted restructuring.

Our future results are dependent upon the timely implementation of a Chapter 11 plan of reorganization. A long period of operations under Bankruptcy Court protection could have a material adverse effect on our business, financial condition, results of operations, and liquidity and customers and other counterparties may not want to do business with us while we are in bankruptcy. Failure to consummate a Chapter 11 plan in a timely manner may harm our ability to finance adequately our operations, and there is a significant risk that the value of the Company would be substantially eroded to the detriment of all stakeholders. If a Chapter 11 plan that complies with the applicable provisions of the Bankruptcy Code cannot be consummated, we would have to pursue other strategic options to address the impact of our outstanding indebtedness. Any other strategic option that we pursue, including any recapitalization, restructuring, reorganization, bankruptcy, or liquidation, may not be successful.

For as long as the Chapter 11 Cases continue, we will be required to incur substantial costs for professional fees and other expenses associated with the administration of the Chapter 11 Cases. If we are unable to continue to fund our operations, our chances of successfully reorganizing our business may be seriously jeopardized and the likelihood that we instead will be required to liquidate our assets may be enhanced.

We cannot assure you that we will be able to achieve our goals after the Plan is consummated and we emerge from Chapter 11 protection.

The Plan was confirmed by the Bankruptcy Court on December 15, 2025. However, we will continue to face a number of risks, including certain risks that are beyond our control, such as further deterioration or other changes in economic conditions, changes in our industry and potential revaluing of our assets due to the Chapter 11 Cases even if and after the Plan is consummated. Accordingly, we cannot assure you that we will achieve our stated goals after consummation of the Plan.

Furthermore, we may need to raise funds through public or private debt or equity financing or other various means to fund our business after emergence from Chapter 11 protection. We may not be able to obtain sufficient funds when needed or on favorable terms. Our operating results may also be adversely affected by any reluctance of payors or other customers to do business with a company that recently emerged from Chapter 11 protection or from any decline in payors or other customers resulting from our operation under new equity ownership.

Although our Plan contemplates reducing our debt by approximately $1.1 billion, we cannot assure you that we will be able to successfully meet our debt service costs or our planned continuing obligations after emergence from Chapter 11 protection. Any failure to pay our debt service obligations or to obtain cost savings upon emergence could materially impair our ability to operate profitably and result in our inability to continue as a going concern.

As a result of the Chapter 11 Cases, our historical financial information may be volatile and not be indicative of our future financial performance.

We expect our financial results to continue to be volatile until we are able to emerge from Chapter 11, if at all, as asset impairments, asset dispositions, restructuring activities and expenses, contract terminations and rejections, and claims assessments may significantly impact our consolidated financial statements. As a result, our historical financial performance may not be indicative of our future financial performance. In addition, if we emerge from Chapter 11, the amounts reported in subsequent consolidated financial statements may materially change relative to our historical consolidated financial statements. We also may be required to adopt fresh start accounting, in which case our assets and liabilities will be recorded at fair value as of the fresh start reporting date, which may differ materially from the recorded values of assets and liabilities on our consolidated balance sheets. Our financial results after the application of fresh start accounting may be different from historical trends.

The Chapter 11 Cases will consume a substantial portion of the time and attention of our management, which may have an adverse effect on our business and results of operations, and we may experience increased levels of employee attrition.

Management has spent a significant amount of time and effort focusing on the entry into the RSA and the Chapter 11 Cases, and while the Chapter 11 Cases continue, our management will be required to continue to spend a significant amount of time and effort focusing on the Chapter 11 Cases instead of focusing exclusively on our business operations. This diversion of attention may materially adversely affect the conduct of our business, and, as a result, our financial condition and results of operations, particularly if the Chapter 11 Cases are protracted.

Furthermore, during the pendency of the Chapter 11 Cases, we may experience increased levels of employee attrition, and our employees may face considerable distraction and uncertainty. A loss of key personnel or material erosion of employee morale could adversely affect our business and results of operations. Our ability to engage, motivate and retain key employees or take other measures intended to motivate and incentivize key employees to remain with us through the pendency of the Chapter 11 Cases is limited by restrictions on implementation of incentive programs under the Bankruptcy Code. The loss of services of members of our senior management team could impair our ability to execute our strategy and implement operational initiatives, which would be likely to have a material adverse effect on our financial condition, liquidity and results of operations. In addition, the longer the Chapter 11 Cases continue, the more likely it is that vendors and employees will lose confidence in our ability to reorganize our business successfully.

Upon our emergence from bankruptcy, if at all, the composition of our Board of Directors may change.

Under the Plan, the composition of our Board may change. Any new directors are likely to have different backgrounds, experiences and perspectives from those individuals who previously served on the Board and, thus, may have different views on the issues that will determine our future. As a result, our future strategy and plans may differ materially from those of the past.

Substantial doubt exists about our ability to meet our obligations as they come due within one year from the date of issuance of the financial statements included within this report and the Chapter 11 Cases raise substantial doubt regarding our ability to continue as a going concern.

We have experienced financial challenges, including increased transportation and caregiver costs that have not been offset by corresponding reimbursement rate increases from payors, the loss of contracts, membership declines, and a lengthened time interval between earning revenue and collecting receivables under outstanding contracts with some of our customers due to complexities in Medicare, Medicaid, and nongovernmental payor arrangements. These factors, including the increased uncertainty regarding timing of the collection of outstanding contract receivables, have negatively impacted our liquidity and working capital and have changed our forecasts of, among other things, our ability to meet one or more financial covenants in our Credit Agreement. These factors have raised substantial doubt about our ability to satisfy our obligations, including the repayment of the Incremental Term Loan, which if repaid would cause us to be unable to meet our minimum liquidity covenant nor meet our Total Net Leverage Ratio covenant or minimum Interest Coverage ratio when the covenant holiday expired at September 30, 2025.

For each of the reasons detailed above and as disclosed in the Current Report on Form 8-K with the SEC on August 21, 2025, the Company filed a voluntary petition for reorganization under the Chapter 11 Cases and expects to continue to manage its operations as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In general, as a debtor-in-possession, the Company is authorized to continue to operate as an ongoing business but not to engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court.

As a result of the Chapter 11 Cases, our operations and ability to develop and execute our business plan are subject to significant risks and uncertainties. Our ability to continue as a going concern is contingent upon, among other things, our ability to implement a comprehensive restructuring, successfully emerge from the Chapter 11 Cases and maintain sufficient liquidity following the restructuring to meet our obligations and operating needs. The Plan contemplated by the RSA could fail to become effective, or the Bankruptcy Court may grant or deny motions in a manner that is adverse to us and our subsidiaries. Accordingly, the transactions described herein may not be consummated on the expected terms, if at all. These conditions raise substantial doubt about our ability to continue as a going concern.

Risk Related to our Liquidity

Our cash flows may not provide sufficient liquidity during or after the Chapter 11 Cases.

Our ability to fund our operations and our capital expenditures require a significant amount of cash. Our principal sources of liquidity historically have been cash flow from operations and borrowings under the Credit Agreement. If our cash flow from operations decreases as a result of decreased payor or customer demand, or otherwise, we may not have the ability to expend the capital necessary to improve or maintain our current operations, resulting in decreased revenues over time.

We face uncertainty regarding the adequacy of our liquidity and capital resources and, during the Chapter 11 Cases, have extremely limited access to additional financing. In addition to the cash requirements necessary to fund ongoing operations, we have incurred significant professional fees and other costs in connection with preparation for the Chapter 11 Cases and expect that we will continue to incur significant professional fees and costs throughout our Chapter 11 Cases. We cannot assure you that cash on hand, cash flow from operations and cash from our anticipated debtor-in-possession financing will be sufficient to continue to fund our operations and allow us to satisfy our obligations related to the Chapter 11 Cases until we are able to emerge from Chapter 11 protection.

Our liquidity, including our ability to meet our ongoing operational obligations, is dependent upon, among other things: (i) our ability to comply with the terms and conditions of any order approving such post-petition debtor-in-possession financing entered by the Bankruptcy Court, (ii) our ability to maintain adequate cash on hand, (iii) our ability to generate cash flow from operations, (iv) our ability to consummate the Plan, or other alternative plans of reorganization or restructuring transactions, and (v) the cost, duration and outcome of the Chapter 11 Cases.

We may not have sufficient cash to fund our operations and our emergence costs.

Our cash flows from operations may not provide sufficient liquidity during the Chapter 11 Cases, and exit financing or capital may not be sufficient to support our operations after emergence from Chapter 11 protection, if at all. Our operating cash flows and exit financing or capital may not be sufficient to pay our debt as it comes due, interest on our debt, emergence costs and other operating expenses. Our ability to maintain adequate liquidity through and beyond the Chapter 11 Cases depends on the successful operation of our business and appropriate management of operating expenses and capital spending. Our anticipated liquidity needs will remain highly sensitive to changes in these factors after emergence from Chapter 11 protection.

Transfers of our equity and issuances of equity in connection with the Chapter 11 Cases may impair our ability to utilize our federal income tax net operating loss carryforwards in future years.

Under federal income tax law, a corporation is generally permitted to deduct from taxable income net operating losses (“NOLs”) carried forward from prior years. Our ability to utilize our NOL carryforwards to offset future taxable income and to reduce federal income tax liability is subject to certain requirements and restrictions. If we experience an “ownership change,” as defined in Section 382 of the Internal Revenue Code of 1986, as amended (the “Code”), then our ability to use our NOL carryforwards may be substantially limited, which could have a negative impact on our financial position and results of operations. Generally, an “ownership change” occurs if the percentage (by value) of the stock of a corporation owned by one or more “5-percent shareholders” has increased by more than 50 percentage points over the lowest percentage of stock owned by such shareholders at any time during the relevant testing period (usually three years). As a result of the Plan, it is expected that we will experience an “ownership change.” Absent an applicable exception, if a corporation undergoes an “ownership change,” the amount of its NOLs that may be utilized to offset future taxable income generally is subject to an annual limitation generally equal to the value of its stock immediately prior to the ownership change multiplied by the long-term tax-exempt rate, subject to adjustments to reflect the differences between the fair market value of the corporation’s assets and the tax basis in such assets. Accordingly, it is possible an ownership change would materially limit our ability to utilize our federal income tax NOL carryforwards in the future. In addition, as a result of the Plan, some or all of our federal income tax NOL carryforwards may be eliminated. As such, there can be no assurance that we will be able to utilize our federal income tax NOL carryforwards to offset future taxable income.

The DIP Facility contains certain restrictions and limitations that could significantly affect our ability to operate our business, as well as significantly affect our liquidity.

In connection with the Plan, we entered into the DIP Credit Agreement with the DIP Lenders named therein. Under the DIP Credit Agreement, the DIP Lenders provided a senior secured superpriority priming debtor-in-possession term loan credit facility in an aggregate principal amount of up to $100.0 million (the “DIP Facility”). The DIP Facility contains a number of significant covenants that could adversely affect our ability to operate our businesses, as well as significantly affect our liquidity, and therefore could adversely affect our results of operations. These covenants restrict (subject to certain exceptions) our ability to: incur additional debt; grant liens; consummate mergers, acquisitions, consolidations, liquidations and dissolutions; sell assets; make investments, loans, advances guarantees or acquisitions; make payments or distributions; enter into transactions with affiliates; or change its lines of business. The DIP Facility also contains certain financial covenants, including maintaining liquidity of not less than $50 million as of the last day of any month.

The breach of any covenants or obligations in the DIP Facility, including the inability to maintain compliance with any financial covenant, not otherwise waived or amended, could result in a default under the DIP Facility and could trigger acceleration of those obligations and a termination of the DIP Facility. Any default under the DIP Facility could adversely affect our financial condition and results of operations.

Risks Related to Our Business and Operations

We derive a significant amount of our revenues from a limited number of payors, and any changes in the funding, financial viability or our relationships with these payors could have a material adverse impact on our financial condition and results of operations.

We generate a significant amount of our revenue from a limited number of payors, some of which are the payors for multiple of our contracts. For example, for the year ended December 31, 2024, approximately 33.3% of our NEMT segment revenue was derived from only five contracts, and one of which, a single state Medicaid agency, contributed 10.9% to our aggregate NEMT segment revenue during that period. As it relates to our other segments, for the year ended December 31, 2024, approximately 12.5% of our PCS segment revenue was derived from one U.S. state Medicaid program, and approximately 18.9% of our Monitoring segment revenue was derived from one health plan. The loss of, reduction in amounts generated by, or changes in methods or regulations governing payments for our services under these contracts, individually or in the aggregate, could have a material adverse impact on our revenue and results of operations. From time to time, we have experienced the termination, renegotiation, or loss of contracts or segments of contracts. The further loss of any of these contracts could negatively influence our relationships with other of these payors, which could have a further material adverse impact on our revenue and results of operations. In addition, any consolidation of any of our private payors could increase the impact that any such risks would have on our revenue, financial position, and results of operations.

Our reported financial results could suffer if there is an impairment of goodwill or long-lived assets, which could have a material adverse effect on our results of operations and financial condition.

We are required under accounting principles generally accepted in the United States, or GAAP, to review the carrying value of long-lived assets to be used in operations whenever events or changes in circumstances indicate that the carrying amount of the assets may be impaired. Factors that may necessitate an impairment assessment include, among others, significant adverse changes in the extent or manner in which an asset is used, significant adverse changes in legal factors or the business climate that could affect the value of an asset or significant declines in the observable market value of an asset. Where the presence or occurrence of those events indicates that an asset may be impaired, we assess its recoverability by determining whether the carrying value of the asset exceeds the sum of the projected undiscounted cash flows expected to result from the use and eventual disposition of the asset over the remaining economic life of the asset. If such testing indicates the carrying value of the asset is not recoverable, we estimate the fair value of the asset using appropriate valuation methodologies, which would typically include an estimate of discounted cash flows. If the fair value of those assets is less than carrying value, we record an impairment loss equal to the excess of the carrying value over the estimated fair value. The use of different estimates or assumptions in determining the fair value of our intangible assets may result in different values for those assets, which could result in an impairment or, in the period in which an impairment is recognized, could result in a materially different impairment charge.

In addition, goodwill may be impaired if the estimated fair value of our reporting units is less than the carrying value of the respective reporting unit. As a result of our prior growth, in part through acquisitions, goodwill and other intangible assets represent a significant portion of our assets. From our largest prior acquisitions, goodwill generated in relation to the acquisition of OEP AM, Inc. (together with its subsidiaries doing business as "Simplura Health Group" or "Simplura") in 2020 was $320.4 million, goodwill generated in relation to the acquisition of Care Finders Total Care, LLC ("Care Finders" in 2021 was $232.1 million, goodwill generated in relation to the acquisition of VRI Intermediate Holdings, LLC ("VRI") in 2021 was

$236.3 million, and goodwill generated in relation to the acquisition of Guardian Medical Monitoring ("GMM") in 2022 was $44.3 million. We perform an analysis on our goodwill balances to test for impairment on an annual basis. Interim impairment tests may also be required in advance of our annual impairment test if events occur or circumstances change that would more likely than not reduce the fair value, including goodwill, of our reporting unit below the reporting unit’s carrying value. Such circumstances could include: (1) loss of significant contracts; (2) a significant adverse change in legal factors or in the climate of our business; (3) unanticipated competition; (4) an adverse action or assessment by a regulator; or (5) a significant decline in our stock price.

During our July 1 annual assessment of goodwill for both 2025 and 2024, we determined that based on our qualitative assessment for each reporting unit, factors existed which required us to test our goodwill for impairment.

For the 2025 assessment, these factors included a decline in the market price of our common stock and changes in key assumptions from the prior year's annual goodwill assessment resulting from lower than expected operating results during the first half of 2025. As a result, the estimated fair values of the PCS and Monitoring reporting units were below their respective carrying amounts, and we recognized goodwill impairment charges accordingly. In performing our impairment analysis, we also considered factors and assumptions that existed as of the testing date and that were related to our subsequent Chapter 11 Cases. Because those conditions were known or knowable as of the testing date and were incorporated into the impairment analysis, management concluded that the bankruptcy filing itself did not represent a separate triggering event requiring an additional impairment test.

As a result of our quantitative assessment, we determined that the goodwill at our PCS and Monitoring reporting units was impaired and the Company recorded a non-cash goodwill impairment charge of $263.4 million, of which $211.8 million was recorded in the PCS reporting unit and $51.6 million was recorded in the Monitoring reporting unit.

For the 2024 assessment, these factors included changes in key assumptions from the prior year annual goodwill assessment as a result of lower than anticipated operating results during the first half of 2024 as compared to forecast which resulted in a decrease in the fair value of the Company's Monitoring reporting unit such that the fair value was less than its carrying value. As a result of our quantitative assessment, we determined that the goodwill at our Monitoring reporting unit was impaired and the Company recorded a non-cash goodwill impairment charge of $105.3 million during fiscal year 2024, all of which was recorded in the Monitoring reporting unit.

As of September 30, 2025, the carrying value of goodwill, intangibles, equity method investments, and property and equipment, net was $416.9 million, $234.1 million, $28.3 million and $76.7 million, respectively. We continue to monitor the carrying value of these long-lived assets and continue to perform impairment assessments. If as a result of such assessments, future conditions are different from management’s estimates at the time of an acquisition or market conditions change subsequently, we may incur future charges for impairment of our goodwill, intangible assets, equity method investments or property and equipment, which could have a material adverse impact on our results of operations and financial position.

We have experienced significant turnover in our senior management team and across our organization, including our board of directors, and our failure to attract and retain qualified personnel, skilled workers and key officers and directors could have an adverse effect on us.

We have recently experienced and will continue to experience significant turnover in our board of directors and senior management team. Since December 2024, a total of seven directors have resigned and four new directors have been appointed to and remain on the board. We have also recently experienced reductions in our workforce, and the employment of each of our former Chief Financial Officer, Chief Information Officer and Chief People Officer were terminated in May 2025. Our ability to retain key employees in the long-term is affected by our financial situation, our business performance and our ability to successfully implement our go-forward business plan. As a result of our Chapter 11 Cases, we may continue to experience turnover in our senior management team and board of directors. Our business may be adversely affected by the transitions in our senior management team and reduction in workforce, and turnover at the senior management level may create instability within the Company, which could disrupt and impede our day-to-day operations and our ability to fully implement our business plan and growth strategy. In addition, management transition inherently causes some loss of institutional knowledge, which can negatively affect strategy and execution, and our business, financial condition, results of operations and liquidity could be negatively impacted as a result. Competition for key management personnel is intense. If we fail to successfully attract and appoint permanent replacements with the appropriate expertise, we could experience increased employee turnover and harm to our business, financial condition, results of operations and liquidity. The search for permanent replacements could also result in significant recruiting and relocation costs, as well as increased salary and benefit costs.

Risks Related to Our NEMT Segment

There can be no assurance that our contracts will survive as contemplated until the end of their stated terms, or that upon their expiration will be renewed or extended on satisfactory terms, if at all, and disruptions to, the early termination, expiration or renegotiation of, or the failure to renew our contracts could have a material adverse impact on our financial condition and results of operations.

Disruptions to, the early termination, expiration or renegotiation of, or the failure to renew any of our contracts could have a material adverse impact on our financial condition and results of operations. In particular, our NEMT segment contracts are subject to frequent renewal and, from time to time, requests for renegotiation during a contract term. For example, many of our state Medicaid contracts, which represented approximately 37.5% of our NEMT segment revenue for the year ended December 31, 2024, have terms ranging from three to five years and are typically subject to a competitive procurement process near the end of the term. We also contract with MCOs, which represented approximately 62.5% of our NEMT segment revenue for the year ended December 31, 2024. Our MCO contracts for NEMT segment services typically renew on an annual basis and continue until terminated by either party upon reasonable notice in accordance with the terms of the contract, and sometimes a contractual counterparty will seek to renegotiate the pricing and other terms of a contract to our detriment prior to the stated termination date of a contract. We cannot anticipate if, when or to what extent we will be successful in renewing our state Medicaid contracts or retaining our MCO contracts through their contractual duration on terms originally negotiated or at all. For the year ended December 31, 2024, 24.0% of our NEMT segment revenue was generated under state Medicaid contracts that are subject to renewal during 2025.

In addition, with respect to many of our state contracts, the payor may terminate the contract without cause, or for convenience, at will and without penalty to the payor, either immediately or upon the expiration of a short notice period in the event that, among other reasons, government appropriations supporting the programs serviced by the contract are reduced or eliminated. We cannot anticipate if, when or to what extent a payor might terminate a contract with us prior to its expiration, or fail to renew or extend a contract with us. The pendency of our Chapter 11 Cases could affect certain payors' willingness to continue to utilize our services and to maintain contracts with us. If we are unable to retain or renew our contracts, or replace lost contracts, on satisfactory terms, our financial condition and results of operations could be materially adversely affected. While we pursue new contract awards and also undertake efficiency measures, there can be no assurance that such measures will fully offset the negative impact of contracts that are not renewed or are canceled on our financial condition and results of operations.

Risks Related to Governmental Regulations

Recent Legislative Changes Introduced by the “OBBBA” Could Adversely Affect Our Business

A portion of our revenue is derived from providing home healthcare services reimbursed by Medicare Advantage and Medicaid plans, particularly through supplemental benefits that cover non-medical support such as in-home personal care and in-home patient monitoring. The recently enacted “OBBBA” includes broad reforms to Medicare Advantage and Medicaid, which may impact our operations and financial performance.

Key provisions of the bill impose new restrictions on the scope and funding of supplemental benefits, introduce standardized criteria for beneficiary eligibility, and shift more plan payments to performance-based reimbursement tied to clinical outcomes. These changes may reduce the flexibility Medicare Advantage and Medicaid plans currently have to offer customized home-based support services, limit the number of beneficiaries who qualify for such services, and lower the rates at which we are reimbursed. Additionally, the bill expands federal oversight and requires additional data reporting from Medicare Advantage and Medicaid organizations and their providers.

If Medicare Advantage and/or Medicaid plans respond to these reforms by scaling back supplemental benefit offerings or revising their provider networks, we may experience reduced service volumes, lower reimbursement rates, and pressure on margins. Our ability to maintain service quality while adapting to these regulatory and payment changes is critical. Any failure to do so could adversely affect our financial condition, results of operations, and ability to meet the needs of the populations we serve.

Risks Associated with our Stock

Trading in our securities during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks.

Trading in our securities is highly speculative and poses substantial risks. If the Plan becomes effective, our existing common stock will be canceled, released, discharged and extinguished, and our stockholders will receive no distribution as part of the restructuring. In the event of a cancellation of our common stock, amounts invested by such stockholders in our outstanding common stock will not be recoverable. Consequently, our currently outstanding common stock is expected to have

no value at the effective time of the Plan. Accordingly, we urge that extreme caution be exercised with respect to existing and future investments in our equity securities and any of our other securities.

Risks of trading in the Over-the-Counter Market

Our common stock was suspended from trading on Nasdaq at the opening of business on August 28, 2025. We did not and do not intend to appeal Nasdaq's decision to delist our common stock. At the opening of business on August 28, 2025, our common stock began being quoted on the Expert Market operated by the OTC Markets Group under the symbol "MODVQ." The Nasdaq Stock Market LLC filed a Form 25-NSE on October 1, 2025 to delist our common stock and to remove it from registration under Section 12(b) of the Exchange Act (as defined herein). The OTC is significantly more limited than Nasdaq, and quotation on the OTC may result in a less liquid market available for existing and potential securityholders to trade in our common stock and could further depress the trading price of our common stock. Further, our current outstanding common stock is expected to have no value at the effective time of the Plan. Accordingly, we urge that extreme caution be exercised with respect to existing and future investments in our common stock and any of our other securities.


Exhibit Number						Description



3.1						Second Amended and Restated Certificate of Incorporation of the registrant, as filed with the Secretary of State of Delaware on December 9, 2011 (Incorporated by reference to Exhibit 3.1 to the registrant's annual report on Form 10-K filed with the SEC on March 1, 2021).

3.2						Certificate of Amendment to the Second Amended and Restated Certificate of Incorporation of the registrant, dated as of May 6, 2015 (Incorporated by reference to Exhibit 3.1 to the registrant's current report on Form 8-K filed with the SEC on May 7, 2015).

3.3						Second Amendment to the Second Amended and Restated Certificate of Incorporation of the registrant, effective January 6, 2021 (Incorporated by reference to Exhibit 3.1 to the registrant's current report on Form 8-K filed with the SEC on January 6, 2021).

3.4						Third Amendment to the Second Amended and Restated Certificate of Incorporation of the registrant, effective June 13, 2023 (Incorporated by reference to Exhibit 3.1 to the registrant’s current report on Form 8-K filed with the SEC on June 15, 2023).

3.5						Amended and Restated Bylaws of the registrant, effective January 6, 2021 (Incorporated by reference to Exhibit 3.2 to the registrant’s current report on Form 8-K filed with the SEC on January 6, 2021).

3.6						Amendment to the Amended and Restated Bylaws of the registrant, effective June 13, 2023 (Incorporated by reference to Exhibit 3.2 to the registrant's current report on Form 8-K filed with the SEC on June 15, 2023).



4.1						Indenture for 5.000% Senior Notes Due 2029 dated as of August 24, 2021, between ModivCare Escrow Issuer, Inc. and The Bank of New York Mellon Trust Company, N.A., as trustee (Incorporated by reference to Exhibit 4.1 to the registrant’s current report on Form 8-K filed with the SEC on August 24, 2021).

10.1						Amendment No. 5, dated as of January 9, 2025, among ModivCare Inc., the co-syndication agents party thereto, the co-documentation agents party thereto, the lenders party thereto and JPMorgan Chase Bank, N.A., as Administrative Agent (Incorporated by reference to Exhibit 10.1 to the registrant’s current report on Form 8-K filed with the SEC on January 10, 2025).

10.2						Fifth Supplemental Indenture dated as of March 7, 2025, among ModivCare Inc. the guarantors party hereto and Wilmington Saving Fund Society, FSB, as trustee (Incorporated by reference to Exhibit 4.1 to the registrant's current report on Form 8-K filed with the SEC on March 11, 2025).

10.3						Second Lien Notes Indenture for 5.000%/10.000% Second Lien Senior Notes Secured PIK Toggle Notes Due 2029 dated as of March 7, 2025, among ModivCare Inc., the guarantors party hereto, and Ankura Trust Company, LLC as Trustee and Notes Collateral Agent (Incorporated by reference to Exhibit 4.2 to the registrant's current report on Form 8-K filed with the SEC on March 11, 2025).

10.4						First Supplemental Indenture dated as of March 14, 2025 among ModivCare Inc., the guarantors party hereto, and Ankura Trust Company, LLC, as Trustee and Notes Collateral Agent (Incorporated by reference to Exhibit 4.1to the registrant's current report on Form 8-K filed with the SEC on March 14, 2025).

10.5						Exchange Agreement, dated January 9, 2025, among Modiv C are Inc. and the certain lenders to the Credit Agreement, dated February 3, 2022, as amended, named therein (Incorporated by reference to Exhibit 10.2 to the registrant’s current report on Form 8-K filed with the SEC on January 10, 2025).

10.6						Purchase and Exchange Agreement, dated January 9, 2025, among ModivCare Inc., Coliseum Capital Partners, L.P. and Blackwell Partners LLC – Series A (Incorporated by reference to Exhibit 10.3 to the registrant’s current report on Form 8-K filed with the SEC on January 10, 2025).

31.1*						Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Executive Officer.

31.2*						Certification pursuant to Securities Exchange Act Rules 13a-14 and 15d-14 of the Chief Financial Officer.

32.1**						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Executive Officer.

32.2**						Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, of the Chief Financial Officer.

101.INS						Inline XBR Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the Inline XBRL document.

101.SCH						Inline XBRL Schema Document

104						Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)


	ModivCare Inc.

Date: December 29, 2025	By:	/s/ L. Heath Sampson
		L. Heath Sampson Chief Executive Officer
		(Principal Executive Officer)

Date: December 29, 2025	By:	/s/ L. Heath Sampson
		L. Heath Sampson Chief Executive Officer
		(Principal Financial Officer)



*			Filed herewith other than by incorporation by reference.
**			Furnished herewith.