DocGo Inc. 10-K

Item 8. Financial Statements and Supplementary Data. 77 Table of Contents DocGo Inc. and Subsidiaries Index to the Consolidated Financial Statements Reports of Independent Registered Public Accounting Firm (PCAOB ID : 1013 ) F- 2 Consolidated Balance Sheets as of December 31, 202 5 and 202 4 F- 6 Consolidated Statements of Operations and Comprehensive (Loss) Income for the Years Ended December 31, 202 5 , 202 4 and 202 3 F- 7 Consolidated Statements of Changes in Stockholders’ Equity for the Years Ended December 31, 202 5 , 202 4 and 202 3 F- 8 Consolidated Statements of Cash Flows for the Years Ended December 31, 202 5 , 202 4 and 202 3 F- 9 Notes to Consolidated Financial Statements F- 11 F-1 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors DocGo Inc. and Subsidiaries New York, New York Opinion on the Consolidated Financial Statements We have audited the accompanying consolidated balance sheets of DocGo Inc. and Subsidiaries (collectively, the “Company”) as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively, referred to as the “consolidated financial statements”). In our opinion, the consolidated financial statements present fairly, in all material respects, the financial position of the Company at December 31, 2025 and 2024, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2025 , in conformity with accounting principles generally accepted in the United States of America. We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 16, 2026 expressed an unqualified opinion thereon. Basis for Opinion These consolidated financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s consolidated financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the consolidated financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the consolidated financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that our audits provide a reasonable basis for our opinion. Emphasis of Matters – Impairments and Valuation Allowance As discussed in Notes 2, 5, 6 and 17 to the consolidated financial statements, the Company has recorded impairment against its goodwill and intangible assets and established a valuation allowance against certain deferred tax assets. Critical Audit Matters The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that: (1) relate to accounts or disclosures that are material to the consolidated financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate. Critical Audit Matter — Liquidity and Management’s Plans As described in Note 2 to the consolidated financial statements, the Company experienced a decline in current operating results, incurred an operating loss in 2025, had large contracts that ended, and was in violation of certain financial debt covenants. Management evaluated these conditions and concluded that these conditions could raise substantial doubt about the Company’s ability to continue as a going concern but were alleviated as a result of management’s plans discussed in Note 2. Management’s plans include (i) a larger portion of compensation paid utilizing Company stock, (ii) finalization and F-2 Table of Contents collection on open municipal receivables from ended contracts, (iii) reduction in workforce, (iv) streamlining administration functions (v) monetizing non-strategic operations and (vi) delayed spending on certain business growth strategies. The principal considerations for our determination that performing procedures relating to the Company’s liquidity and plans to meet future cash requirements is a critical audit matter are the significant judgments by management in determining future cash flows and ability to execute on its business strategy which led to a high level of auditor judgment, subjectivity and effort in performing procedures. The primary procedures we performed to address this critical audit matter included: • Understood the process used to develop the Company’s expected cash inflows and outflows based upon recent operating results and evaluating the cash flow projections. • Reviewed management’s plans and board of director presentations. • Considered historical collections on open municipal accounts receivable. • Assessing the adequacy of the Company’s related disclosures. Impairments As described in Notes 2, 5 and 6, to the consolidated financial statements, the Company recorded impairment totaling $88.76 million related to the Company’s goodwill, indefinite-lived intangible assets and definite-lived intangible assets. The Company evaluates its goodwill, indefinite-lived intangible assets and definite-lived intangible annually or when events or circumstances, such as declines in operating results or sustained market capitalization below the Company’s carrying value, require. The principal considerations for our determination that performing procedures relating to the impairment is a critical audit matter are the significant judgments by management in determining the value of assets and the identification and assessment of indicators. The primary procedures we performed to address this critical audit matter included: • Testing the effectiveness of controls relating to the Company’s impairment assessment. • Testing the Company’s process including (i) assessing management’s impairment policy (ii) evaluating the risks and uncertainty associated with meeting future cash flow projections (iii) recalculating the Company’s market capitalization at a point in time and over an average period of time (iv) inquiring of management with regards to the operational analysis and (v) considering the adequacy and reasonableness of specialist work with regards to any market control premiums. Loss Allowance for Accounts Receivable As described in Note 2 to the consolidated financial statements, the Company recorded consolidated accounts receivable of approximately $92.89 million net of a loss allowance of approximately $8.30 million at December 31, 2025. The allowance is management’s estimate of loss allowance on accounts receivable after considering quantitative and qualitative factors, applied for accounts receivables without a significant financing component by using a loss provision. Management makes periodic and individual assessments on the recoverability of accounts receivable based on customer historical credit loss experience, and where necessary, adjusted for information based on macroeconomic factors affecting the ability of its customers to settle the accounts receivable. Accounts receivable from customers with known financial difficulties or with significant doubt on collection of receivables are assessed individually for a loss allowance. Management assesses and reserves for other customers by grouping them based on shared credit risk characteristics including geographical location, service type and payor. The principal considerations for our determination that performing procedures relating to the loss allowance for accounts receivables is a critical audit matter are the significant judgment by management in determining the loss allowance for accounts receivable as influenced by qualitative factors in particular, which led to a high level of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence obtained. The primary procedures we performed to address this critical audit matter included: F-3 Table of Contents • Testing the effectiveness of controls relating to the loss allowance for trade receivables. • Testing management’s process including (i) evaluating the appropriateness of the methodology and models; (ii) testing the completeness and accuracy of certain data used in the estimate; (iii) evaluating management’s process to identify customers with known financial difficulties or with significant doubt on collections; and (iv) evaluating the reasonableness of significant assumptions and judgments made by management to estimate the loss allowance for accounts receivable, including the grouping of accounts receivables based on shared credit risk characteristics including geographical location, service type and payor. Revenue Recognition – Transport Services As described in Note 2 to the consolidated financial statements, the Company recorded transport services revenue of approximately $200.76 million. Transport revenues are recorded net of estimated contractual allowances for claims subject to contracts with responsible paying entities. The Company estimates contractual allowances at the time of billing based on contractual terms and historical collections by each payor and geographical location. The principal considerations for our determination that performing procedures relating to the transport revenue is a critical audit matter are the significant judgments by management in determining the lookback periods of historical collections which led to a high level of auditor judgment, subjectivity, and effort in performing procedures. The primary procedures we performed to address this critical audit matter included: • Testing the effectiveness of controls relating to transport services revenue recognition. • Testing the Company’s process including (i) selecting a sample of transactions and verifying the transport service has been performed (ii) obtaining supporting cash collections for a sample of transactions (iii) obtaining the Company’s historical collections for recent completed services, verifying the receipts and recalculating the applied historical rate to the recorded revenue (iv) obtaining the Company’s historical collections and verifying these collections to ensure appropriate reserves for unpaid, open services. /s/ Urish Popeck & Co., LLC We have served as the Company’s auditor since 2021. Pittsburgh, PA March 16, 2026 F-4 Table of Contents Report of Independent Registered Public Accounting Firm Shareholders and Board of Directors DocGo Inc. and Subsidiaries New York, New York Opinion on Internal Control over Financial Reporting We have audited DocGo Inc. and Subsidiaries’ (collectively, the “Company’s”) internal control over financial reporting as of December 31, 2025, based on criteria established in Internal Control – Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (the “COSO criteria”). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2025, based on the COSO criteria . We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheets of the Company as of December 31, 2025 and 2024, the related consolidated statements of operations and comprehensive (loss) income, changes in stockholders’ equity, and cash flows for each of the three years in the period ended December 31, 2025, and the related notes (collectively referred to as the “consolidated financial statements”) and our report dated March 16, 2026 expressed an unqualified opinion thereon. Basis for Opinion The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Item 9A, Management’s Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB. We conducted our audit of internal control over financial reporting in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audit also included performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion. Definition and Limitations of Internal Control over Financial Reporting A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. 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. /s/ Urish Popeck & Co., LLC Pittsburgh, PA March 16, 2026 F-5 Table of Contents DocGo Inc. and Subsidiaries CONSOLIDATED BALANCE SHEETS December 31, 2025 2024 ASSETS Current assets: Cash and cash equivalents $ 51,018,657 $ 89,241,695 Accounts receivable, net of allowance for credit loss of $ 8,299,053 and $ 5,873,942 as of December 31, 2025 and December 31, 2024, respectively 92,893,216 210,899,926 Prepaid expenses 4,790,215 4,005,977 Other current assets 3,697,371 338,665 Total current assets 152,399,459 304,486,263 Property and equipment, net 14,558,427 14,881,411 Intangibles, net — 25,728,813 Goodwill — 47,432,550 Restricted cash and cash equivalents 1,466,121 18,095,612 Restricted investments (amortized cost of $ 15,737,694 and $ 0 as of December 31, 2025 and December 31, 2024, respectively) 15,845,875 — Operating lease right-of-use assets 11,520,781 11,958,698 Finance lease right-of-use assets 17,420,424 15,337,299 Investments — 5,547,979 Deferred tax assets 538,864 8,422,034 Other assets 3,353,061 3,730,473 Total assets $ 217,103,012 $ 455,621,132 LIABILITIES AND STOCKHOLDERS’ EQUITY Current liabilities: Accounts payable $ 11,110,867 $ 28,356,430 Accrued liabilities 42,789,440 49,896,796 Line of credit — 30,000,000 Notes payable, current 51,740 12,515 Due to seller 336,982 28,656 Contingent consideration, current 3,040,377 4,973,152 Operating lease liability, current 4,650,953 3,844,561 Finance lease liability, current 5,509,687 4,694,467 Total current liabilities 67,490,046 121,806,577 Notes payable, non-current 183,843 5,215 Contingent consideration, non-current 4,776,215 — Operating lease liability, non-current 7,563,664 8,599,072 Finance lease liability, non-current 11,217,907 10,031,138 Total liabilities 91,231,675 140,442,002 Commitments and contingencies Stockholders’ equity: Common stock ($ 0.0001 par value; 500,000,000 shares authorized as of December 31, 2025 and December 31, 2024; 98,640,059 and 101,910,883 shares issued and outstanding as of December 31, 2025 and December 31, 2024, respectively) 9,864 10,191 Additional paid-in-capital 325,416,366 321,087,583 Accumulated deficit ( 183,801,795 ) ( 1,402,167 ) Accumulated other comprehensive income 2,387,404 1,221,869 Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries 144,011,839 320,917,476 Noncontrolling interests ( 18,140,502 ) ( 5,738,346 ) Total stockholders’ equity 125,871,337 315,179,130 Total liabilities and stockholders’ equity $ 217,103,012 $ 455,621,132 The accompanying notes are an integral part of these Consolidated Financial Statements. F-6 Table of Contents DocGo Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE (LOSS) INCOME Year Ended December 31, 2025 2024 2023 Revenues, net $ 322,196,000 $ 616,555,132 $ 624,288,642 Expenses: Cost of revenues (exclusive of depreciation and amortization, which is shown separately below) 223,438,301 402,980,557 428,906,225 Operating expenses: General and administrative 133,449,597 138,758,758 137,152,512 Depreciation and amortization 15,661,865 15,884,898 16,431,892 Legal and regulatory 23,819,898 17,146,891 13,082,569 Technology and development 13,563,070 11,589,402 10,858,724 Sales, advertising and marketing 1,420,428 1,505,900 2,801,740 Intangible asset impairment 30,648,245 — — Goodwill impairment 58,228,096 — — Total expenses 500,229,500 587,866,406 609,233,662 (Loss) income from operations ( 178,033,500 ) 28,688,726 15,054,980 Other (expense) income: Interest (expense) income, net ( 1,242,161 ) ( 1,929,207 ) 1,684,399 (Loss) gain on change in fair value of contingent consideration ( 2,056,112 ) 9,392,133 1,437,525 Finite-lived intangible asset impairment — ( 8,306,591 ) — Loss on equity method investments ( 552,763 ) ( 316,044 ) ( 343,336 ) Equity investment impairment ( 5,000,000 ) — — Loss on remeasurement of operating and finance leases ( 42,367 ) ( 32,363 ) ( 866 ) (Loss) gain on disposal of assets ( 39,668 ) 23,682 ( 852,544 ) Other (expense) income ( 532,418 ) 228,666 ( 686,865 ) Total other (expense) income ( 9,465,489 ) ( 939,724 ) 1,238,313 Net (loss) income before income tax expense ( 187,498,989 ) 27,749,002 16,293,293 Provision for income taxes ( 8,868,166 ) ( 14,388,422 ) ( 6,244,965 ) Net (loss) income ( 196,367,155 ) 13,360,580 10,048,328 Net (loss) income attributable to noncontrolling interests ( 13,967,527 ) ( 6,631,563 ) 3,189,873 Net (loss) income attributable to stockholders of DocGo Inc. and Subsidiaries ( 182,399,628 ) 19,992,143 6,858,455 Other comprehensive income (loss) Unrealized gain on investments, net of tax 85,635 — — Foreign currency translation adjustment 1,079,900 ( 263,036 ) 743,699 Total comprehensive (loss) income $ ( 181,234,093 ) $ 19,729,107 $ 7,602,154 Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Basic $ ( 1.84 ) $ 0.20 $ 0.07 Weighted-average shares outstanding - Basic 99,068,651 102,395,141 103,511,299 Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Diluted $ ( 1.84 ) $ 0.18 $ 0.06 Weighted-average shares outstanding - Diluted 99,068,651 109,422,840 105,617,817 The accompanying notes are an integral part of these Consolidated Financial Statements. F-7 Table of Contents DocGo Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY Common Stock Additional Paid-in- Capital Accumulated Deficit Accumulated Other Comprehensive (Loss) Income Noncontrolling Interests Total Stockholders’ Equity Shares Amount Balance - December 31, 2022 102,411,162 $ 10,241 $ 301,451,435 $ ( 28,972,216 ) $ 741,206 $ 5,696,725 $ 278,927,391 UK Ltd. restricted stock — — 167,175 — — — 167,175 Health liquidation — — — 70,284 — — 70,284 Acquisition of CRMS 117,330 12 1,000,000 — — — 1,000,012 Acquisition of FMC NA 360,145 36 ( 1,432,963 ) 649,167 — ( 3,213,956 ) ( 3,997,716 ) Acquisition of Healthworx — — — — — ( 1,296,553 ) ( 1,296,553 ) Exercise of stock options 465,429 46 1,413,962 — — — 1,414,008 Cashless exercise of options 6,374 1 ( 1 ) — — — — Shares withheld for taxes ( 280,654 ) ( 27 ) ( 2,308,927 ) — — — ( 2,308,954 ) Stock-based compensation 975,382 97 20,403,185 — — — 20,403,282 Net income attributable to noncontrolling interests — — — — — 3,189,873 3,189,873 Foreign currency translation — — — — 743,699 — 743,699 Net income attributable to stockholders of DocGo Inc. and Subsidiaries — — — 6,858,455 — — 6,858,455 Balance - December 31, 2023 104,055,168 $ 10,406 $ 320,693,866 $ ( 21,394,310 ) $ 1,484,905 $ 4,376,089 $ 305,170,956 Common stock repurchased ( 3,647,342 ) ( 365 ) ( 13,755,906 ) — — — ( 13,756,271 ) Stock-based compensation 1,205,461 120 13,137,405 — — — 13,137,525 Shares withheld for taxes ( 297,313 ) ( 30 ) ( 1,168,847 ) — — — ( 1,168,877 ) Exercise of stock options 16,559 2 26,328 — — — 26,330 CRMS True-up Payment 578,350 58 1,814,287 — — — 1,814,345 Acquisition of Ambulnz CO — — 340,450 — — ( 2,188,450 ) ( 1,848,000 ) Net loss attributable to noncontrolling interests — — — — — ( 6,631,563 ) ( 6,631,563 ) Distributions paid to noncontrolling interest — — — — — ( 1,294,422 ) ( 1,294,422 ) Foreign currency translation — — — — ( 263,036 ) — ( 263,036 ) Net income attributable to stockholders of DocGo Inc. and Subsidiaries — — — 19,992,143 — — 19,992,143 Balance - December 31, 2024 101,910,883 $ 10,191 $ 321,087,583 $ ( 1,402,167 ) $ 1,221,869 $ ( 5,738,346 ) $ 315,179,130 Common stock repurchased ( 4,481,069 ) ( 448 ) ( 10,828,458 ) — — — ( 10,828,906 ) Stock-based compensation 1,928,420 193 18,712,280 — — — 18,712,473 Shares withheld for taxes ( 718,175 ) ( 72 ) ( 1,813,837 ) — — — ( 1,813,909 ) Partial acquisition of CRMS — — ( 1,741,202 ) — — 1,741,202 — Net loss attributable to noncontrolling interests — — — — — ( 13,967,527 ) ( 13,967,527 ) Distributions paid to noncontrolling interest — — — — — ( 175,831 ) ( 175,831 ) Other comprehensive income — — — — 1,165,535 — 1,165,535 Net loss attributable to stockholders of DocGo Inc. and Subsidiaries — — — ( 182,399,628 ) — — ( 182,399,628 ) Balance - December 31, 2025 98,640,059 $ 9,864 $ 325,416,366 $ ( 183,801,795 ) $ 2,387,404 $ ( 18,140,502 ) $ 125,871,337 The accompanying notes are an integral part of these Consolidated Financial Statements. F-8 Table of Contents DocGo Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS Year Ended December 31, 2025 2024 2023 CASH FLOWS FROM OPERATING ACTIVITIES: Net (loss) income $ ( 196,367,155 ) $ 13,360,580 $ 10,048,328 Adjustments to reconcile net (loss) income to net cash provided by (used in) operating activities: Depreciation of property and equipment 4,863,255 5,606,818 4,829,780 Amortization of intangible assets 5,582,601 5,660,818 5,249,358 Amortization of finance lease right-of-use assets 5,216,009 4,617,262 6,352,754 Loss (gain) on disposal of assets 39,668 ( 23,682 ) 852,544 Deferred income tax 7,745,066 3,466,505 ( 1,981,519 ) Accretion of discount related to restricted investments ( 309,842 ) — — Loss on equity method investments 552,763 316,044 343,336 Bad debt expense 12,047,791 5,235,560 3,601,520 Stock-based compensation 17,442,018 13,634,086 20,969,174 Loss on remeasurement of operating and finance leases 42,367 32,363 866 Loss on liquidation of business — — 70,284 Intangible asset impairment 30,648,245 8,306,591 — Goodwill impairment 58,228,096 — — Equity investment impairment 5,000,000 — — Loss (gain) on change in fair value of contingent consideration 2,056,112 ( 9,392,133 ) ( 1,437,525 ) Changes in operating assets and liabilities: Accounts receivable 112,497,747 41,272,218 ( 160,524,934 ) Prepaid expenses and other current assets ( 3,399,532 ) 13,007,231 ( 10,843,890 ) Other assets 409,156 ( 1,384,824 ) 1,059,605 Accounts payable ( 17,640,819 ) 8,307,533 ( 2,051,695 ) Accrued liabilities ( 10,402,113 ) ( 41,940,373 ) 58,968,844 Operating lease liabilities and right-of-use assets 200,221 32,834 — Net cash provided by (used in) operating activities 34,451,654 70,115,431 ( 64,493,170 ) CASH FLOWS FROM INVESTING ACTIVITIES: Purchase of property and equipment ( 4,544,118 ) ( 3,612,507 ) ( 7,313,269 ) Purchase of intangibles ( 2,890,716 ) ( 2,002,103 ) ( 2,541,661 ) Acquisition of businesses, net of cash acquired ( 16,394,978 ) — ( 20,203,464 ) Purchase of restricted investments ( 28,613,676 ) — — Purchase of equity method investments ( 4,784 ) ( 310,450 ) ( 298,932 ) Purchase of equity securities — ( 5,000,000 ) — Proceeds from sale and maturity of restricted investments 13,163,278 — — Proceeds from disposal of property and equipment 202,167 274,427 747,088 Net cash used in investing activities ( 39,082,827 ) ( 10,650,633 ) ( 29,610,238 ) CASH FLOWS FROM FINANCING ACTIVITIES: Proceeds from revolving credit line — 45,000,000 25,000,000 Repayments of revolving credit line ( 30,000,000 ) ( 40,000,000 ) — Proceeds from notes payable 258,700 — — Repayments of notes payable ( 41,247 ) ( 51,987 ) ( 25,926 ) Due to seller ( 877,713 ) ( 3,118,595 ) ( 13,590,382 ) Acquisition of noncontrolling interest — ( 1,848,000 ) — Earnout payments on contingent liabilities ( 1,952,672 ) ( 3,608,553 ) ( 5,266,681 ) Distributions paid to noncontrolling interest ( 175,831 ) ( 1,294,422 ) — Proceeds from exercise of stock options — 26,330 1,581,183 Payments for taxes related to shares withheld for employee taxes ( 1,813,909 ) ( 1,168,877 ) ( 2,308,954 ) Common stock repurchased ( 10,828,906 ) ( 13,756,271 ) — Payments on obligations under finance lease ( 5,385,581 ) ( 4,334,463 ) ( 4,270,553 ) Net cash (used in) provided by financing activities ( 50,817,159 ) ( 24,154,838 ) 1,118,687 Effect of exchange rate changes on cash and cash equivalents 595,803 ( 190,639 ) 1,093,633 Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents ( 54,852,529 ) 35,119,321 ( 91,891,088 ) Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period 107,337,307 72,217,986 164,109,074 Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period $ 52,484,778 $ 107,337,307 $ 72,217,986 F-9 Table of Contents DocGo Inc. and Subsidiaries CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED) Year Ended December 31, 2025 2024 2023 Supplemental disclosure of cash and non-cash transactions: Cash paid for interest $ 1,712,256 $ 2,142,288 $ 250,100 Cash paid for interest on finance lease liabilities $ 958,553 $ 769,041 $ 600,239 Cash paid for income taxes, net of refunds $ 6,482,618 $ 5,880,864 $ 10,276,110 Right-of-use assets obtained in exchange for lease liabilities $ 11,718,452 $ 13,973,620 $ 7,621,538 Remeasurement of finance lease right-of-use asset due to lease modification $ — $ 300,000 $ — Supplemental non-cash investing and financing activities: Property and equipment in accounts payable $ 52,866 $ 221,639 $ 271,292 Acquisition of remaining FMC NA through due to seller and issuance of stock $ — $ — $ 7,000,000 Acquisition of CRMS through issuance of stock $ — $ — $ 1,000,000 CRMS True-up Payment through issuance of stock $ — $ 1,814,345 $ — Receivables exchanged for trade credits $ — $ — $ 1,500,000 Pre-acquisition receivables written off through due to seller $ — $ 4,675,758 $ — Reconciliation of cash and restricted cash Cash $ 51,018,657 $ 89,241,695 $ 59,286,147 Restricted cash 1,466,121 18,095,612 12,931,839 Total cash and restricted cash shown in statement of cash flows $ 52,484,778 $ 107,337,307 $ 72,217,986 The accompanying notes are an integral part of these Consolidated Financial Statements. F-10 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS . 1. Description of Organization and Business Operations Background On November 5, 2021, DocGo Inc., a Delaware corporation, then known as Motion Acquisition Corp. (collectively with its subsidiaries, the “Company”), consummated a business combination pursuant to that certain Agreement and Plan of Merger, dated March 8, 2021 (the “Merger Agreement”), by and among the Company, Motion Merger Sub Corp., a Delaware corporation and a direct wholly owned subsidiary of the Company (“Merger Sub”), and Ambulnz, Inc., a Delaware corporation (“Ambulnz”). The transactions contemplated by the Merger Agreement are referred to herein as the “Business Combination.” In connection with the closing of the Business Combination, the Company changed its name from Motion Acquisition Corp. to DocGo Inc. Pursuant to the Merger Agreement and as described in the Company’s definitive proxy statement/consent solicitation/prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on October 14, 2021, Merger Sub merged with and into Ambulnz, with Ambulnz continuing as the surviving corporation and becoming a wholly owned subsidiary of the Company. Ambulnz was originally formed in Delaware on June 17, 2015 as Ambulnz, LLC, a limited liability company. On November 1, 2017, with an effective date of January 1, 2017, Ambulnz converted its legal structure from a limited liability company to a C-corporation and changed its name to Ambulnz, Inc. Ambulnz is the sole owner of Ambulnz Holdings, LLC (“Holdings”), which was formed in the state of Delaware on August 5, 2015 as a limited liability company. Holdings is the owner of multiple operating entities incorporated in various states in the United States (“U.S.”) as well as within England and Wales, United Kingdom (“U.K.”). The Business The Company is a mobile healthcare services company that uses proprietary dispatch and communication technology to help provide (i) quality mobile, in-person medical treatment directly to patients in the comfort of their homes, workplaces and other non-traditional locations and (ii) healthcare transportation in major metropolitan cities in the U.S. and the U.K. The Company conducts business in three operating segments: Mobile Health Services, Transportation Services and Corporate. Mobile Health Services include a wide variety of healthcare services performed at homes, offices and other locations and event services such as on-site healthcare support at sporting events and concerts. This segment also provides solutions to large, typically underserved, population groups, typically through arrangements with municipalities, which include both physical and mental healthcare services. Transportation Services encompass both emergency response and non-emergency transport services. Non-emergency transport services include ambulance transports and wheelchair transports. Net revenue from Transportation Services is derived from the transportation of patients based on billings to third party payors and healthcare facilities. The Company’s Corporate segment primarily represents shared services and personnel that support both the Mobile Health Services and Transportation Services segments. It contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership. None of the Company’s revenues or cost of revenues are reported within the Corporate segment. 2. Summary of Significant Accounting Policies Liquidity and Going Concern The Company experienced a decline in current operating results, incurred an operating loss in 2025, and had large customer contracts that were not renewed and ended, specifically in regard to its municipal migrant-related programs. These conditions have extended into 2026. As of December 31, 2025, the Company had $ 51.0 million of unrestricted cash and cash equivalents and working capital of $ 84.9 million. During 2025, the Company collected older invoices from municipal customers for services provided in 2024 and early 2025, and operating cash flows were sufficient to offset the Company’s operating losses. The Company expects that near-term operating results will continue to generate operating losses and will require utilization of its available unrestricted cash and cash equivalents. As of December 31, 2025, the Company was no longer in compliance with the minimum liquidity financial covenant based on the prior twelve months’ cash burn and the Company’s available cash balances and borrowing ability under the Credit F-11 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Agreement (as defined in Note 9). The Company is currently in active discussions with its lender to reach a resolution regarding the covenant non-compliance and to preserve its ability to draw from the available credit facility as needed. There can be no assurance that the Company will be successful in reaching a resolution or that the credit facility will remain available; however, the Company’s management believes these discussions are progressing and expects a positive resolution. As a result, the Company, along with its Board of Directors, has reviewed and extensively discussed certain plans to reduce cash utilization and operating costs. These plans include, among other options, a larger portion of compensation paid utilizing Company stock in lieu of cash, intensified collection efforts focused on closing out open municipal receivables from ended contracts, reduction in workforce, delayed spending on certain business growth strategies, and utilization of the Company’s available line of credit, subject to the resolution described above. While these plans carry meaningful inherent risk to operations and involve a significant number of steps and components, the Company’s management and the Board of Directors have evaluated these conditions in totality and believe it is probable that, when implemented, the plans will be sufficient to alleviate substantial doubt about the Company’s ability to continue as a going concern for the twelve months following the issuance date. Basis of Presentation The accompanying Consolidated Financial Statements have been prepared in accordance with generally accepted accounting principles in the U.S. (“U.S. GAAP”) and applicable rules and regulations of the SEC. Principles of Consolidation The Consolidated Financial Statements include the accounts and operations of DocGo Inc. and its subsidiaries. All intercompany accounts and transactions are eliminated upon consolidation. Noncontrolling interests (“NCI”) on the Consolidated Financial Statements represent a portion of consolidated joint ventures and variable interest entities (“VIEs”) in which the Company does not have direct equity ownership. Certain amounts in the prior years’ Consolidated Statements of Cash Flows have been reclassified to conform to the current year presentation. In accordance with Accounting Standards Codification (“ASC”) 810, Consolidation (“ASC 810”), the Company assesses whether it has a variable interest in legal entities in which it has a financial relationship and, if so, whether or not those entities are VIEs. For those entities that qualify as VIEs, ASC 810 requires the Company to determine if the Company is the primary beneficiary of the VIE, and if so, to consolidate the VIE. The Company has entered into management services agreements (“MSAs”) with professional corporations (“PCs”) that employ or contract with physicians and other health professionals in order to provide healthcare services to the public. Each such PC is established and operated pursuant to the requirements of its respective domestic jurisdiction governing the practice of medicine. The Company provides each PC with everything the PC needs to operate except for clinicians, for which the PC is responsible. Without the administrative services, software, intellectual property and administrative personnel (among other things) provided by the Company, the PCs could not carry out their businesses. Moreover, the PCs do not have sufficient equity to finance their activities without additional subordinated financial support. Based on the foregoing, these entities are considered VIEs, and an enterprise having a controlling financial interest in a VIE must consolidate the VIE if it is the primary beneficiary, meaning it has (1) the power to direct the activities of the VIE that most significantly impacts the VIE’s economic performance (power) and (2) the obligation to absorb losses of the VIE that potentially could be significant to the VIE or the right to receive benefits from the VIE that potentially could be significant to the VIE (benefits). In accordance with corporate practice of medicine restrictions, all clinical treatment decisions are made solely by licensed healthcare professionals engaged by the PCs. Nevertheless, the PCs cannot operate without the Company through the MSAs; therefore the Company significantly impacts the economic performance of the PCs and funds and absorbs all losses of its VIEs. The Company has therefore determined that it is the primary economic beneficiary of the PCs and appropriately consolidates them as VIEs. Net loss for the Company’s VIEs were $ 10,063,362 , $ 231,952 and $ 235,976 for the years ended December 31, 2025, 2024 and 2023, respectively. Total assets, exclusive of intercompany assets, amounted to $ 7,039,301 and $ 3,122,209 as of December 31, 2025 and 2024, respectively. Total liabilities, exclusive of intercompany liabilities, were $ 17,782,198 and $ 3,801,744 as of December 31, 2025 and 2024, respectively. The Company’s VIEs total stockholders’ deficit were $ 10,742,897 and $ 679,535 as of December 31, 2025 and 2024, respectively. F-12 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Foreign Currency The Company’s functional currency is the U.S. dollar. The functional currency of our foreign operation is the British pound. Assets and liabilities of the Company’s foreign operation denominated in the British pound are translated at the spot rate in effect at the applicable reporting date, except for equity accounts, which are translated at historical rates. The Consolidated Statements of Operations and Comprehensive (Loss) Income are translated at the weighted average rate of exchange during the applicable period. The resulting unrealized cumulative translation adjustment for the years ended December 31, 2025, 2024 and 2023 were $ 1,079,900 , $( 263,036 ), and $ 743,699 , respectively. Use of Estimates The preparation of financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities and expenses; the disclosure of contingent assets and liabilities in its financial statements; and the reported amounts of expenses during the reporting period. The most significant estimates in the Company’s financial statements relate to revenue recognition related to the allowance for credit loss, stock-based compensation, calculations related to the incremental borrowing rate for the Company’s lease agreements, estimates related to ongoing lease terms, software development costs, impairment of long-lived assets, goodwill and indefinite-lived intangible assets, business combinations, contingent consideration, reserve for losses within the Company’s insurance deductibles, income taxes and deferred income tax. These estimates and assumptions are based on current facts, historical experience and various other factors believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the recording of expenses that are not readily apparent from other sources. Actual results may differ materially and adversely from these estimates. To the extent there are material differences between the estimates and actual results, the Company’s future results of operations could be adversely affected. Self-Insurance Reserves The Company self-insures a number of risks, including, but not limited to, workers’ compensation, auto liability and certain employee-related healthcare benefits. Standard actuarial procedures and data analysis are used to estimate the liabilities associated with these risks on an undiscounted basis. The recorded liabilities reflect the ultimate cost for claims incurred but not paid and any estimable administrative run-out expenses related to the processing of these outstanding claim payments. On a regular basis, the liabilities are evaluated for appropriateness with claims reserve valuations. To limit exposure to some risks, the Company maintains insurance coverage with varying limits and retentions, including stop-loss insurance coverage for workers’ compensation, auto liability and healthcare benefits. Concentration of Credit Risk and Off-Balance Sheet Risk The Company’s financial instruments that are exposed to concentrations of credit risks primarily consist of cash, cash equivalents, restricted cash, restricted cash equivalents, restricted investments and accounts receivable. The Company attempts to minimize concentration of credit risk by maintaining its cash and restricted cash with institutions of sound financial quality. At times, cash balances may exceed limits federally insured by the Federal Deposit Insurance Corporation (“FDIC”). The Company believes it is not exposed to significant credit risk due to the financial strength of the depository institutions in which the funds are held. Most of the Company’s cash equivalents, restricted cash equivalents and restricted investments are invested in U.S. treasury securities and corporate bonds, all of which have credit ratings of “A” or above. Major Customers The Company had one customer that accounted for approximately 33 % of revenues for the year ended December 31, 2025, two customers that accounted for approximately 38 % and 28 %, respectively, of revenues for the year ended December 31, F-13 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) 2024, and two customers that accounted for approximately 40 % and 21 %, respectively, of revenues for the year ended December 31, 2023. As of December 31, 2025, the Company had two customers that accounted for approximately 23 % and 12 %, respectively, of net accounts receivable. As of December 31, 2024, the Company had two customers that accounted for approximately 39 % and 37 %, respectively, of net accounts receivable. Major Vendor The Company had one vendor that accounted for approximately 13 %, 17 % and 14 % of total cost for the years ended December 31, 2025, 2024 and 2023 , respectively. The Company expects to maintain this relationship with the vendor and believes the services provided from this vendor are available from alternatives sources. Reclassifications Certain reclassifications of amounts previously reported have been made to the accompanying Consolidated Financial Statements to maintain consistency between periods presented. The reclassifications had no impact on previously reported net income or retained earnings. Cash and Cash Equivalents Cash and cash equivalents include all highly liquid investments with an original maturity of three months or less. The Company maintains most of its cash and cash equivalents with financial institutions in the U.S. The Company’s accounts at financial institutions in the U.S. are insured by the FDIC and are in excess of FDIC insured limits. The Company had cash balances of approximat ely $ 1,788,119 and $ 4,020,221 with foreign financial institutions as of December 31, 2025 and 2024, respectively. Restricted Cash and Cash Equivalents and Restricted Investments Cash and cash equivalents subject to contractual restrictions and not readily available are classified as restricted cash and cash equivalents in the Consolidated Balance Sheets. Restricted cash and cash equivalents is classified as either a current or non-current asset depending on the restriction period. The Company is required to pledge or otherwise restrict a portion of cash and cash equivalents as collateral for self-insurance exposures and a standby letter of credit as required by its insurance carrier (see Note 9). The Company utilizes a combination of insurance and self-insurance programs, including a wholly-owned captive insurance entity, to provide for the potential liabilities for certain risks, including workers’ compensation, automobile liability, general liability and professional liability. Liabilities associated with the risks that are retained by the Company within its high deductible limits are not discounted and are estimated, in part, by considering claims experience, exposure and severity factors and other actuarial assumptions. The Company has commercial insurance in place for catastrophic claims above its deductible limits. ARM Insurance, Inc., a Vermont-based wholly-owned captive insurance subsidiary of the Company, charges the operating subsidiaries premiums to insure the retained workers’ compensation, automobile liability, general liability and professional liability exposures. Pursuant to Vermont insurance regulations, ARM Insurance, Inc. maintains certain levels of cash and cash equivalents related to its self-insurance exposures. The Company also maintains certain cash balances related to its insurance programs, which are held in a self-depleting trust and restricted as to withdrawal or use by the Company other than to pay or settle self-insured claims and costs. These amounts are reflected in restricted cash and cash equivalents in the accompanying Consolidated Balance Sheets. Beginning in April 2025, the Company invests a portion of its restricted cash and cash equivalents held in the self-depleting trust into a restricted investment portfolio of marketable fixed income securities. In accordance with ASC 320, Investments - Debt Securities , the Company classifies its marketable fixed income securities, consisting of corporate bonds and U.S. government obligations, as available-for-sale. The Company records the securities at fair market value, which is determined using quoted market prices at the end of each reporting period. The Company includes fixed income securities F-14 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) maturing in three months or less within restricted cash and cash equivalents, and includes the remaining fixed income securities within restricted investments in the Consolidated Balance Sheets. Unrealized gains and any portion of a security’s unrealized loss attributable to non-credit losses, net of the tax related effect, are recorded as a separate component of accumulated other comprehensive income in stockholders’ equity until realized. Realized gains and losses on the sale of available-for-sale securities, including other-than-temporary impairments, are determined using the specific identification method. The following table presents the Company’s restricted cash equivalents and restricted investments as of December 31, 2025 . The Company did not invest in similar investments during 2024. December 31, 2025 Amortized Cost Basis Gross Unrealized Gains Gross Unrealized Losses Fair Value Money market funds $ 161,983 $ — $ — $ 161,983 Corporate bonds 939,157 6,832 — 945,989 U.S. government obligations 16,102,457 102,064 ( 497 ) 16,204,024 Total $ 17,203,597 $ 108,896 $ ( 497 ) $ 17,311,996 Included in restricted cash and cash equivalents $ 1,465,903 $ 218 $ — $ 1,466,121 Included in restricted investments $ 15,737,694 $ 108,678 $ ( 497 ) $ 15,845,875 The following table summarizes the contractual maturities of the Company’s restricted cash equivalents and restricted investments as of December 31, 2025 : Amortized Cost Fair Value Within 1 year $ 6,760,198 $ 6,762,886 After 1 year through 5 years 6,118,800 6,159,400 After 5 years through 10 years 4,324,599 4,389,710 Total $ 17,203,597 $ 17,311,996 Proceeds from the sales and maturities of the fixed income marketable securities was $ 33,575,877 for the year ended December 31, 2025 . The Company included in other (expense) income in the Consolidated Statements of Operations and Comprehensive (Loss) Income a net realized gain of $ 50,009 for the year ended December 31, 2025 . Fair Value of Financial Instruments ASC 820, Fair Value Measurements , provides guidance on the development and disclosure of fair value measurements. Under this accounting guidance, fair value is defined as an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. As such, fair value is a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or a liability. The accounting guidance classifies fair value measurements in one of the following three categories for disclosure purposes: Level 1: Quoted prices in active markets for identical assets or liabilities. Level 2: Inputs other than Level 1 prices for similar assets or liabilities that are directly or indirectly observable in the marketplace. F-15 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Level 3: Unobservable inputs which are supported by little or no market activity and values determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation. Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of December 31, 2025, 2024 and 2023 . For certain financial instruments, including cash, accounts receivable, prepaid expenses, other current assets, restricted cash, accounts payable, accrued expenses and due to seller, the carrying amounts approximate their fair values as it is short term in nature. The notes payable are presented at their carrying value, which, based on borrowing rates currently available to the Company for loans with similar terms, approximates their fair values. The Company’s cash equivalents, restricted cash equivalents and restricted investments are valued at quoted market prices in active markets for similar assets, which the Company receives from the financial institutions that hold such investments on its behalf. This fair value determination is categorized as Level 1 within the fair value hierarchy. Level 3 instruments are valued based on unobservable inputs that are supported by little or no market activity and reflect the Company’s own assumptions in measuring fair value. Future changes in fair value of the contingent consideration, as a result of changes in significant inputs such as the discount rate and estimated probabilities of financial milestone achievements, could have a material effect on the Consolidated Statements of Operations and Comprehensive (Loss) Income and Consolidated Balance Sheets in the period of the change. Contingent Consideration In connection with the acquisition of Ryan Bros. Fort Atkinson, LLC (“Ryan Brothers”), the Company recorded $ 4,000,000 in contingent consideration to be paid based on the completion of certain performance obligations over a 24-month period. The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2025 but recorded a (loss) gain on change in fair value of contingent consideration in the amount of $( 187,506 ), and $ 338,956 for the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 1,840,026 . The Company paid the remaining contingent liability in the amount of $ 2,008,524 during the year ended December 31, 2024. There was no estimated contingent consideration amount payable for Ryan Brothers as of December 31, 2025 and December 31, 2024 (see Note 4). In connection with the acquisition of Exceptional Medical Transportation, LLC (“Exceptional”), the Company also agreed to pay up to $ 2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition. The Company did not record a change in fair value for the year ended December 31, 2025 but recorded a gain on change in fair value of contingent consideration in the amount of $ 13,763 and $ 374,044 for the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 426,655 . The Company made a payment for the final installment due on the contingent liability in the amount of $ 265,538 during the year ended December 31, 2025. There was no remaining contingent liability balance for Exceptional as of December 31, 2025 and a contingent liability balance of $ 265,538 as of December 31, 2024 (see Note 4). In connection with the acquisition of Location Medical Services, LLC (“LMS”), the Company recorded $ 2,475,540 in contingent consideration to be paid upon LMS meeting certain performance conditions in 2023. The Company did not record a change in fair value of contingent consideration for the years ended December 31, 2025 and 2024, and recorded a gain on change in fair value of contingent consideration in the amount of $ 1,990,170 for the year ended December 31, 2023. Additionally, the Company did not record any foreign exchange movements for the year ended December 31, 2025 but recorded foreign exchange movements of $( 4,798 ), and $ 119,457 for the years ended December 31, 2024 and 2023, respectively. On April 2, 2024, the Company paid the remaining contingent consideration balance in the amount of $ 600,029 . There was no remaining contingent liability balance as of December 31, 2025 and 2024 (see Note 4). In connection with the acquisition by Holdings of Government Medical Services, LLC (“GMS”), the Company recorded $ 3,000,000 in contingent consideration to be paid upon GMS meeting certain performance conditions within a year of the closing date of such acquisition. During the year ended December 31, 2023, the Company made the full $ 3,000,000 F-16 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) payment to settle the contingent liability balance (see Note 4). In connection with the acquisition of Cardiac RMS, LLC (“CRMS”), the Company recorded $ 15,822,190 in contingent consideration, consisting of an estimated true-up payment of $ 2,088,243 to be paid in 2024 based on the attainment of full-year 2023 EBIDTA targets (the “True-Up Payment”) and estimated earn out payments amounting to $ 13,733,947 . The earn out payments are to be paid out over 36 months, beginning in 2025, for the remaining 49 % equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets. The Company recorded a (loss) gain on change in fair value of contingent consideration in the amount of $( 2,056,112 ), $ 9,565,876 , and $( 1,265,645 ) for the years ended December 31, 2025, 2024 and 2023, respectively. On May 29, 2024, the Company paid a portion of the True-up Payment in the amount of $ 1,000,000 . On July 19, 2024, the Company issued $ 1,814,345 in common stock, par value $ 0.0001 (“Common Stock”), or 578,350 shares, constituting the remainder of the True-up Payment. On September 3, 2025, the Company made the first earn out payment (“CRMS Earn Out Payment”) in the amount of $ 1,687,134 for an additional 16.3 % of equity in CRMS. The settlement amount exceeded the estimated contingent consideration for the CRMS Earn Out Payment by $ 196,488 , which was included as a loss within (loss) gain on change in fair value of contingent consideration in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The estimated contingent consideration amount payable for CRMS was $ 5,076,592 and $ 4,707,614 as of December 31, 2025 and 2024, respectively (see Note 4). In connection with the acquisition of Professional Technicians, LLC (“PTI”), the Company recorded $ 240,000 in contingent consideration to be paid upon meeting certain performance conditions during the period beginning on April 1, 2025 and ending on March 31, 2026. The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2025. The estimated contingent liability for PTI as of December 31, 2025 was $ 240,000 (see Note 4). In connection with the acquisition of SteadyMD, Inc. (“SteadyMD”), the Company recorded $ 2,300,000 in contingent consideration to be paid upon achieving certain revenue targets during the twelve-month period between January 1, 2026 and December 31, 2026. The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2025. The estimated contingent liability for SteadyMD as of December 31, 2025 was $ 2,300,000 (see Note 4). In connection with the acquisition of Primary Care Ambulance Corporation (“PCA”), the Company recorded $ 200,000 in contingent consideration to be paid upon meeting certain continued employment conditions. The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2025. The estimated contingent liability for PCA as of December 31, 2025 was $ 200,000 (see Note 4). Impairment of Goodwill During the third quarter of fiscal 2025, the Company noted a sustained reduction of revenue and forecasts in connection with its Mobile Health Services operating segment, which represented a triggering event that required a goodwill impairment assessment. The Company concluded that one reporting unit within the Mobile Health Services operating segment, Rapid Temps, LLC (“Rapid Temps”), had a fair value less than its carrying value due to its financial performance and downward revisions in projected financial outlook. As a result of the quantitative assessment, the Company recognized a non-cash goodwill impairment charge of $ 8,718,398 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The charge has no impact on cash flow, liquidity, or compliance with debt covenants (see Note 5). The Company estimated the fair value of the Rapid Temps reporting unit by utilizing a discounted cash flow model based on the present value of estimated future cash flows, discounted at an appropriate rate. This calculation contains uncertainties as it requires management to make assumptions including, but not limited to, forecasted revenue and EBITDA, appropriate discount rates, and perpetual growth rates. Fair value of the reporting unit is, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy. During the fourth quarter of fiscal 2025, the Company identified an additional impairment triggering event associated with a sustained decrease in its publicly quoted share price and market capitalization, and accordingly, performed a goodwill quantitative assessment. As a result of the quantitative assessment, the Company concluded that several reporting units within the Mobile Health Services, Transportation Services and Corporate operating segments had fair values less than F-17 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) their respective carrying values. The Company therefore recognized a non-cash impairment charge of $ 49,509,698 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The charge has no impact on cash flow, liquidity or compliance with debt covenants (see Note 5). The Company estimated the fair values of the reporting units by utilizing a combination of an income approach, employing a discounted cash flow method, and a market approach, employing a guideline publicly-traded company method. The discounted cash flow method, which estimates fair values based on the present value of future cash flows, requires management to make various assumptions regarding the timing and amounts of these cash flows, including, but not limited to, growth rates, gross profit and EBITDA margins, capital expenditures and the terminal value of the business at the end of the projection period. Management also estimated a discount rate associated with the risk of achieving the projected cash flows, as well as the capital structure of the reporting units. Fair value of the reporting units are, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy. Impairment of Intangible Assets In connection with the evaluation of the goodwill impairment in the Mobile Health Services operating segment during the third quarter of fiscal 2025 due to the sustained reduction in revenue and forecasts for the business, the Company assessed tangible and intangible assets for impairment testing prior to performing the goodwill impairment test. The asset groups identified for impairment testing consisted of customer relationships in Rapid Temps and trade credits, both of which are finite-lived intangible assets within the Mobile Health Services operating segment. The Company first performed a recoverability test for each asset group by comparing the projected undiscounted cash flows from the use of each asset group to its respective carrying value. The undiscounted cash flows were not sufficient to recover the carrying value of each asset group, and therefore, the Company then compared the carrying value of each finite-lived intangible asset group to its respective fair value to measure the impairment loss. As a result of the quantitative assessment, the Company recognized a total non-cash finite-lived intangible asset impairment charge of $ 8,020,343 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The charge has no impact on cash flow, liquidity, or compliance with debt covenants (see Note 6). In connection with the evaluation of the goodwill impairment during the fourth quarter of 2025 due to the sustained decrease in the Company’s publicly quoted share price and market capitalization, the Company assessed tangible and intangible assets for impairment testing prior to performing the goodwill impairment test. The asset groups identified for impairment testing consisted of computer software, operating licenses, internally developed software, material contracts, customer relationships, trademarks, non-compete agreements, domain names, software license agreements, and acquired developed technology. These asset groups consist of both finite-lived and indefinite-lived intangible assets within the Mobile Health Services, Transportation Services and Corporate operating segments. As a result of the assessment, the Company recognized a total non-cash impairment charge of $ 22,627,902 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The charge has no impact on cash flow, liquidity, or compliance with debt covenants (see Note 6). The Company also evaluated its intangible assets as of December 31, 2024 and determined there was an impairment in relation to its customer relationships in CRMS, which is in the Mobile Health Services operating segment. The impairment was a result of reduced growth expectations and decreases in the estimated future cash flows of the asset group which represented a triggering event that required an evaluation of the underlying finite-lived intangible assets for impairment. As a result of this assessment, the Company recognized a non-cash impairment charge of $ 8,306,591 for the year ended December 31, 2024 in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The charge has no impact on cash flow, liquidity or compliance with debt covenants (see Note 6). The Company used a discounted cash flow model to estimate the fair value of its intangible assets. This calculation contains uncertainties as it requires management to make assumptions including, but not limited to, future cash flows of the asset group, an appropriate discount rate, and long-term growth rates. Fair value of the intangible asset is, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy. Equity Investment Without Readily Determinable Fair Value F-18 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The Company has invested in equity securities without readily determinable fair values and has elected to measure them using the measurement alternative in accordance with ASC 321, Investments — Equity Securities (“ASC 321”). This investment is carried at cost less any impairment and adjusted to fair value if there are observable price changes for an identical or similar investment of the same issuer (see Note 7). Accounts Receivable The Company contracts with hospitals, healthcare facilities, businesses, state and local government entities, and insurance providers to provide Mobile Health Services and Transportation Services at specified rates. These rates are either on a per procedure or per transport basis, or on an hourly or daily basis. Accounts receivable consist of billings for healthcare and transportation services provided to patients. Billings typically are either paid or settled on the patient’s behalf by health insurance providers, managed care organizations, treatment facilities, government sponsored programs or businesses or patients directly. The Company generally does not require collateral for accounts receivable . Accounts receivable are net of insurance provider contractual allowances, which are estimated at the time of billing based on contractual terms or other arrangements. The Company maintains an allowance for credit losses for accounts receivable, net which is recorded as an offset to accounts receivable, net and changes in this allowance are recorded within general and administrative expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The carrying amount of accounts receivable represents the maximum credit risk exposure of these assets. On a quarterly basis, in accordance with Federal Accounting Standards Board (“FASB”) ASC 326, Measurement of Credit Losses on Financial Instruments , the Company evaluates the collectability of outstanding accounts receivable balances to determine an allowance for credit loss that reflects its best estimate of the lifetime expected credit losses. Individual uncollectible accounts are written off against the allowance when collection of the individual account does not appear probable. Under the current expected credit loss impairment model, the Company develops and documents its allowance for credit losses on its trade receivables based on a single portfolio segment. The Company assesses collectability by aggregating and reviewing accounts receivable on a collective basis for customers that share similar risk characteristics. Additionally, when accounts receivable do not share risk characteristics with other accounts receivable, management will evaluate such accounts receivable for expected credit loss on an individual specific identification basis when the Company identifies specific customers with known disputes or collectability issues. Due to the short-term nature of the Company’s accounts receivable, the estimate of expected credit loss is based on the aging of accounts using an aging schedule as of period ends. In determining the amount of the allowance for credit losses, the Company considers historical collection history based on past due status, the current aging of receivables, customer-specific credit risk factors including their current financial condition, current market conditions, and probable future economic conditions which inform adjustments to historical loss patterns. As of January 1, 2025, the Company held a beginning balance in its allowance for credit losses on accounts receivable of $ 5,873,942 . The Company recognized an additional provision for credit losses of $ 9,167,234 and write offs of $( 6,742,123 ) during the year. The Company’s balance in its allowance for credit losses amounted to $ 8,299,053 as of December 31, 2025. Property and Equipment Property and equipment are stated at cost, net of accumulated depreciation. When an item is sold or retired, the costs and related accumulated depreciation are eliminated, and the resulting gain or loss, if any, is recorded in operating expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company provides for depreciation F-19 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) using the straight-line method over the estimated useful lives of the respective assets. A summary of estimated useful lives is as follows: Estimated Useful Life Buildings 39 years Office equipment and furniture 3 - 7 years Vehicles 5 - 8 years Medical and other plant equipment 5 years Leasehold improvements Shorter of useful life of asset or lease term Expenditures for repairs and maintenance are charged to expense as incurred. Expenditures that improve an asset or extend its estimated useful life are capitalized. Software Development Costs Costs incurred during the preliminary project stage, maintenance costs and routine updates and enhancements of products are expensed as incurred. The Company capitalizes software development costs intended for internal use in accordance with ASC 350-40, Internal-Use Software . Costs incurred in developing the application of its software and costs incurred to upgrade or enhance product functionalities are capitalized when it is probable that the expenses would result in future economic benefits to the Company and the functionalities and enhancements are used for their intended purpose. Capitalized software costs are amortized over its useful life. Estimated useful life of software development activities are reviewed annually or whenever events or changes in circumstances indicate that intangible assets may be impaired and adjusted as appropriate to reflect upcoming development activities that may include significant upgrades or enhancements to the existing functionality. Business Combinations The Company accounts for its business combinations under the provisions of ASC 805-10, Business Combinations (“ASC 805-10”), which requires that the acquisition method of accounting be used for all business combinations. Assets acquired and liabilities assumed, including noncontrolling interests, are recorded at the date of acquisition at their respective fair values. ASC 805-10 also specifies criteria that intangible assets acquired in a business combination must meet to be recognized and reported apart from goodwill. Goodwill represents the excess purchase price over the fair value of the tangible net assets and intangible assets acquired in a business combination. If the business combination provides for contingent consideration, the Company records the contingent consideration at fair value at the acquisition date and any changes in fair value after the acquisition date are accounted for as measurement-period adjustments. Changes in fair value of contingent consideration resulting from events after the acquisition date, such as earn-outs, are recognized as follows: (1) if the contingent consideration is classified as equity, the contingent consideration is not re-measured and its subsequent settlement is accounted for within equity, or (2) if the contingent consideration is classified as a liability, the changes in fair value are recognized in earnings. For transactions that are business combinations, the Company evaluates the existence of goodwill or a gain from a bargain purchase. The Company capitalizes acquisition-related costs and fees associated with asset acquisitions and immediately expenses acquisition-related costs and fees associated with business combinations. The estimated fair value of net assets to be acquired, including the allocation of the fair value to identifiable assets and liabilities, is determined using established valuation techniques. Management uses assumptions based on historical knowledge of the business and projected financial information of the target. These assumptions may vary based on future events, perceptions of different market participants and other factors outside the control of management, and such variations may be significant to estimated values. F-20 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Impairment of Long-Lived Assets The Company evaluates the recoverability of the recorded amount of long-lived assets, primarily property and equipment and finite-lived intangible assets, whenever events or changes in circumstance indicate that the recorded amount of an asset may not be fully recoverable. An impairment is assessed when the undiscounted expected future cash flows derived from an asset are less than its carrying amount. If an asset is determined to be impaired, the impairment to be recognized is measured as the amount by which the carrying amount of the asset exceeds its fair value. Assets targeted for disposal are reported at the lower of the carrying amount or fair value less cost to sell. Goodwill and Indefinite-Lived Intangible Assets Goodwill represents the excess of the total purchase consideration over the fair value of the identifiable assets acquired and liabilities assumed in a business combination. Goodwill and indefinite-lived intangible assets are not amortized but are tested for impairment at the reporting unit level annually on December 31 or more frequently if events or changes in circumstances indicate that it is more likely than not to be impaired. These events include: (i) severe adverse industry or economic trends; (ii) significant company-specific actions, including exiting an activity in conjunction with restructuring of operations; (iii) current, historical or projected deterioration of the Company’s financial performance; or (iv) a sustained decrease in the Company’s market capitalization, as indicated by its publicly quoted share price, below its net carrying value. Line of Credit The costs associated with the Company’s line of credit are deferred and recognized over the term of the line of credit as interest expense. Interest expense on outstanding balances is expensed as incurred. Related Party Transactions The Company defines related parties as affiliates of the Company, entities for which investments are accounted for by the equity method, trusts for the benefit of employees, principal owners (beneficial owners of more than 10 % of the voting interest), management, members of immediate families of principal owners or management, and other parties with which the Company may deal with if one party controls or can significantly influence management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests. Related party transactions are recorded within operating expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income. For details regarding the related party transactions that occurred during the years ended December 31, 2025, 2024 and 2023 refer to Note 16. Revenue Recognition On January 1, 2019, the Company adopted ASC 606, Revenue from Contracts with Customers (“ASC 606”). To determine revenue recognition for contractual arrangements that the Company determines are within the scope of ASC 606, the Company performs the following five steps: (1) identify each contract with a customer; (2) identify the performance obligations in the contract; (3) determine the transaction price; (4) allocate the transaction price to performance obligations in the contract; and (5) recognize revenue when (or as) the relevant performance obligation is satisfied. The Company only applies the five-step model to contracts when it is probable that the Company will collect the consideration it is entitled to in exchange for the goods or services the Company provides to the customer. The Company generates revenues from the provision of (1) Mobile Health Services and (2) Transportation Services. Since the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, the Company satisfies performance obligations immediately. The Company has utilized the “right to invoice” expedient, which allows an entity to recognize revenue in the amount of consideration to which the entity has the right to invoice when the amount that the Company has the right to invoice corresponds directly to the value transferred to the customer. F-21 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) The transaction price associated with the Company’s contracts with customers is generally determined based on fixed and determinable amounts of consideration as specified in a contract, which includes a fixed base rate and/or fixed mileage rate. For Transportation Services arrangements with billings to third party payors and healthcare facilities, this may also include variable consideration in instances where it is considered probable that a significant reversal of cumulative revenue recognized will not occur. For these services, revenues are recorded net of estimated contractual allowances for claims subject to contracts with responsible paying entities. The Company estimates contractual allowance at the time of billing based on contractual terms, historical collections or other arrangements. The Company also estimates the amount unbilled at month end and recognizes such amounts as revenue, based on available data and customer history. The Company utilizes the expected value method when estimating its variable consideration. The assumptions utilized in estimating variable consideration include the Company’s previous experience with similar contracts and history of collection rates on prior trips that have been performed. The Company reevaluates its variable consideration at each reporting period. Nature of the Company’s Services Revenue is primarily derived from: i. Mobile Health Services : These services include a wide variety of healthcare services performed at homes, offices and other locations and event services such as on-site healthcare support at sporting events and concerts. This segment also provides solutions to large, typically underserved, population groups, typically through arrangements with municipalities, which include a variety of healthcare services. ii. Transportation Services : These services encompass both emergency response and non-emergency transport services. Non-emergency transport services include ambulance transports and wheelchair transports. Net revenue from Transportation Services is derived from the transportation of patients based on billings to third party payors and healthcare facilities. For Mobile Health Services, the performance of the services and any related support activities in the majority of the Company’s contracts are a single performance obligation under ASC 606. Mobile Health Services are typically billed based on a fixed rate (i.e., time and materials separately or combined) fee structure taking into consideration staff and materials utilized. The Company concluded that Transportation Services and any related support activities are a single performance obligation under ASC 606. As the performance associated with such services is known and quantifiable at the end of a period in which the services occurred (i.e., monthly or quarterly), revenues are typically recognized in the respective period performed. The typical billing cycle for Mobile Health Services and Transportation Services is same day to five days with payments generally due within 30 days. For large municipal customers in the Mobile Health Services segment, invoices are generally produced on a monthly basis, in arrears, and are generally due within 30-60 days of when they are submitted to the customer. The majority of the Company’s Mobile Health Services and Transportation Services each represent a single performance obligation. Therefore, allocation is not necessary as the transaction price (fees) for the services provided is standard and explicitly stated in the contractual fee schedule and/or invoice. For contracts with multiple distinct performance obligations, the Company allocates the transaction price based on their agreed-upon price to the individually identified performance obligations in the contract. The Company monitors and evaluates all contracts on a case-by-case basis to determine if multiple performance obligations are present in a contractual arrangement. For Mobile Health Services, the customer also generally simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled. Therefore, the Company satisfies performance obligations at the same time. For certain Mobile Health Services that have a fixed fee arrangement and are provided over time, revenue is recognized over time as the services are provided to the customer. For Transportation Services, since the customer simultaneously receives and consumes the benefits provided by the Company as the performance obligations are fulfilled, the Company satisfies performance obligations at the same time. For Transportation Services, where the customer pays fixed rate usage-based fees, the actual usage in the period represents the best measure of progress. F-22 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) In the following table, revenue is disaggregated as follows: Revenue Breakdown Year Ended December 31, 2025 2024 2023 Primary Geographical Markets U.S. $ 268,253,832 $ 558,790,845 $ 571,887,943 U.K. 53,942,168 57,764,287 52,400,699 Total revenue $ 322,196,000 $ 616,555,132 $ 624,288,642 Major Segments Mobile Health Services $ 121,430,392 $ 423,126,040 $ 442,793,537 Transportation Services 200,765,608 193,429,092 181,495,105 Total revenue $ 322,196,000 $ 616,555,132 $ 624,288,642 Stock Based Compensation The Company maintains a stock incentive plan under which the Company may issue incentive and non-qualified stock options, restricted stock units and performance-based stock units. The Company accounts for stock-based compensation using the provisions of ASC 718, Stock-Based Compensation , which requires the recognition of the fair value of stock-based compensation. The Company expenses stock-based compensation over the requisite service period based on the estimated grant-date fair value of the awards. The Company estimates the fair value of stock option grants using the Black-Scholes option pricing model, and the assumptions used in calculating the fair value of stock-based awards represent management’s best estimates and involve inherent uncertainties and the application of management’s judgment. The Company accounts for forfeitures as they occur. For performance-based awards with a market condition, the Company estimates the fair value of awards using a Monte Carlo simulation. All performance-based awards are expensed over the period from the grant date to the estimated attainment date, which is the derived service period of the award, if management determines that it is probable that the performance-based vesting conditions will be achieved. All stock-based compensation costs are recorded in operating expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income. Earnings per Share Earnings per share represents the net income attributable to stockholders divided by the weighted-average number of shares outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue Common Stock were exercised or converted into Common Stock during the reporting periods. Potential dilutive Common Stock equivalents consist of the incremental shares of Common Stock issuable upon conversion of stock options, unvested RSUs and PSUs. In reporting periods in which the Company has a net loss, the effect is considered anti-dilutive and excluded from the diluted earnings per share calculation. F-23 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) Year Ended December 31, 2025 2024 2023 Net (loss) income attributable to stockholders of DocGo Inc. and Subsidiaries $ ( 182,399,628 ) $ 19,992,143 $ 6,858,455 Weighted-average shares - basic 99,068,651 102,395,141 103,511,299 Effect of dilutive options — 7,027,699 2,106,518 Weighted-average shares - dilutive 99,068,651 109,422,840 105,617,817 Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Basic $ ( 1.84 ) $ 0.20 $ 0.07 Net (loss) income per share attributable to DocGo Inc. and Subsidiaries - Diluted $ ( 1.84 ) $ 0.18 $ 0.06 Anti-dilutive employee share-based awards excluded 17,916,585 7,251,625 10,638,371 Equity Method Investment The Company uses the equity method to account for investments in which the Company has the ability to exercise significant influence over the operating and financial policies of the investee but does not exercise control. The Company’s judgment regarding its level of influence over an equity method investee includes considering key factors, such as ownership interest, representation on the board of directors and participation in policy-making decisions. Under the equity method, the Company’s investment is initially measured at cost and subsequently increased or decreased to recognize the Company’s share of income and losses of the investee, capital contributions and distributions and impairment losses. The Company periodically reviews the investments for other than temporary declines in fair value below cost or more frequently when events or changes in circumstances indicate that the carrying value of an asset may not be recoverable. Equity Investment without Readily Determinable Fair Value Equity investments (except those accounted for under the equity method of accounting or those that result in consolidation of the Company) that do not have readily determinable fair values are recorded as equity investments without readily determinable fair value in accordance with ASC 321. All equity investments without readily determinable fair value are assessed for impairment when events or changes in circumstances indicate that the carrying amounts may not be recoverable, and measured at cost minus impairment, if any, plus or minus changes resulting from observable price changes in orderly transactions for an identical or similar investment of the same issuer. The recoverable value of the investment was determined based on the Company’s best estimate of the amount that could be realized from the investment, which considered the latest financial information. During the year ended December 31, 2025, the Company recognized an impairment loss of $ 5,000,000 based on the latest available financial information and the estimated recoverable value of the investment. During the years ended December 31, 2024 and 2023, no impairment losses were recognized for the equity investments without readily determinable fair values. Leases The Company categorizes leases at its inception as either operating or finance leases based on the criteria in ASC 842, Leases (“ASC 842”). The Company adopted ASC 842 on January 1, 2019, using the modified retrospective approach, and has established a right-of-use asset and a current and non-current lease liability for each lease arrangement identified. The lease liability is recorded at the present value of future lease payments discounted using the discount rate that approximates the Company’s incremental borrowing rate for the lease established at the commencement date, and the right-of-use asset is measured as the lease liability plus any initial direct costs, less any lease incentives received before commencement. The Company recognizes a single lease cost, so that the remaining cost of the lease is allocated over the remaining lease term on a straight-line basis. The Company has lease arrangements for vehicles, equipment and facilities. These leases typically have original terms not exceeding 10 years and in some cases contain multi-year renewal options, none of which are reasonably certain of exercise. The Company’s lease arrangements may contain both lease and non-lease components. The Company has elected to F-24 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) combine and account for lease and non-lease components as a single lease component. The Company has incorporated residual value obligations in leases for which there are such occurrences. Regarding short-term leases, ASC 842-10-25-2 permits an entity to make a policy election not to apply the recognition requirements of ASC 842 to short-term leases. The Company has elected not to apply the ASC 842 recognition criteria to any leases that qualify as short-term leases. The Company subleases some of its unused office spaces to third parties for lease terms not exceeding 3 years. The Company recognizes sublease income on a straight-line basis over the sublease term. Income Taxes Income taxes are recorded in accordance with ASC 740, Income Taxes (“ASC 740”), which provides for deferred taxes using an asset and liability approach. The Company recognizes deferred tax assets and liabilities for the expected future tax consequences of events that have been included in the financial statements or its tax returns. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities using enacted tax rates in effect for the year in which the differences are expected to reverse. Valuation allowances are provided if based upon the weight of available evidence, it is more likely than not that some or all of the deferred tax assets will not be realized. The Company accounts for uncertain tax positions in accordance with the provisions of ASC 740. When uncertain tax positions exist, the Company recognizes the tax benefit of tax positions to the extent that the benefit would more likely than not be realized assuming examination by the taxing authority. The determination as to whether the tax benefit will more likely than not be realized is based upon the technical merits of the tax position as well as consideration of the available facts and circumstances. The Company recognizes any interest and penalties accrued related to unrecognized tax benefits as income tax expense. In July 2025, the One Big Beautiful Bill Act (“OBBBA”) was enacted in the U.S. The OBBBA includes significant provisions, such as permanent extensions of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company notes that these tax laws did not have a material impact on the Consolidated Financial Statements or the effective income tax rate. Recently Issued Accounting Standards Adopted In November 2023, the FASB issued ASU 2023-07, Segment Reporting (Topic 280): Improvements to Reportable Segment Disclosure (“ASU 2023-07”). ASU 2023-07 updates reportable segment disclosure requirements, primarily through requiring enhanced disclosures about significant segment expenses and information used to assess segment performance. The Company adopted ASU 2023-07 in the fourth quarter of 2024. Adoption of this standard modified the Company’s segment disclosures but did not have a material impact on the Company’s Consolidated Balance Sheets, Consolidated Statements of Operations and Comprehensive (Loss) Income, or Consolidated Statements of Cash Flows. Refer to Note 11 for the updated presentation. In December 2023, the FASB issued ASU No. 2023-09, Income Taxes (Topic 740): Improvements to Income Tax Disclosures (“ASU 2023-09”). ASU 2023-09 includes amendments requiring enhanced income tax disclosures, primarily related to standardization and disaggregation of rate reconciliation categories and income taxes paid by jurisdiction. The Company adopted ASU 2023-09 for the year ended December 31, 2025 and applied the amendments retrospectively to all prior periods in the presented financial statements. The required disclosure enhancements of ASU 2023-09 did not have a material impact on the Company’s Consolidated Financial Statements, but expanded the Company’s income tax disclosures. Refer to Note 17 for the updated disclosure. Recently Issued Accounting Standards Not Yet Adopted In November 2024, the FASB issued ASU No. 2024-03, Income Statement - Reporting Comprehensive Income - Expense Disaggregation Disclosures (Subtopic 220-40): Disaggregation of Income Statement Expenses (“ASU 2024-03”). ASU 2024-03 addresses investor requests for more transparency about expense information through the disaggregation of relevant expense captions in the notes to the financial statements. The provisions of ASU 2024-03 are effective for fiscal F-25 Table of Contents DocGo Inc. and Subsidiaries NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED) years beginning after December 15, 2026 and interim periods within fiscal years beginning after December 15, 2027, with early adoption permitted. The Company is currently evaluating the impact of adopting ASU 2024-03 on its disclosures. In May 2025, the FASB issued ASU No. 2025-03, Business Combinations (Topic 805) and Consolidation (Topic 810): Determining the Accounting Acquirer in the Acquisition of a Variable Interest Entity (“ASU 2025-03”), which provides clarifying guidance on determining the accounting acquirer in certain transactions involving VIEs. The update aims to improve consistency and comparability in financial reporting. The guidance will be effective for annual periods beginning after December 15, 2026, including interim periods within those annual periods. Early adoption is permitted. Upon adoption, the guidance will be applied prospectively. The Company is currently evaluating the impact of adopting ASU 2025-03 on its disclosures. In September 2025, the FASB issued ASU No. 2025-06, Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40): Targeted Improvements to the Accounting for Internal-Use Software (“ASU 2025-06”), which amends the existing standard to remove all references to prescriptive and sequential software development project stages. Under this guidance, eligible software development costs will begin capitalization when management has authorized and committed to funding the software project, and it is probable that the project will be completed and the software will be used to perform the function intended. In evaluating whether it is probable the project will be completed, management is required to consider whether there is significant uncertainty associated with the development activities of the software. This guidance is effective for all annual periods beginning after December 15, 2027, and for interim periods within those annual reporting periods, with early adoption permitted. The guidance may be applied on a prospective basis, a modified basis for in-process projects, or a retrospective basis. The Company is currently evaluating the impact of adopting ASU 2025-06 on its disclosures. 3. Property and Equipment, net Property and equipment, net as of December 31, 2025 and 2024 are as follows: December 31, 2025 December 31, 2024 Vehicles $ 18,115,890 $ 17,300,595 Medical and other plant equipment 10,639,965 9,210,203 Office equipment and furniture 4,722,066 4,293,100 Leasehold improvements 2,266,312 1,239,089 Buildings 527,283 527,283 Land 37,800 37,800 36,309,316 32,608,070 Less: Accumulated depreciation ( 21,750,889 ) ( 17,726,659 ) Property and equipment, net $ 14,558,427 $ 14,881,411 During the year ended December 31, 2025, the Company disposed of assets with a cost of $ 1,306,454 and accumulated depreciation of $ 1,064,619 for proceeds of $ 202,167 . The Company recorded a loss on disposal of assets of $ 39,668 . During the year ended December 31, 2024, the Company disposed of assets with a cost of $ 758,859 and accumulated depreciation of $ 509,378 for proceeds of $ 274,427 . The Company recorded a gain on disposal of assets of $ 24,946 . During the year ended December 31, 2023, the Company disposed of assets with a cost of $ 12,343,547 and accumulated depreciation of $ 10,743,915 for proceeds of $ 747,088 . The Company recorded a loss on disposal of assets of $ 852,544 . The Company recorded depreciation expenses of $ 4,863,255 , $ 5,606,818 and $ 4,829,780 for the years ended December 31, 2025, 2024 and 2023, respectively. F-26 4. Acquisitions Government Medical Services, LLC On July 6, 2022, Holdings acquired 100 % of the outstanding shares of GMS, a provider of medical services. The aggregate purchase price consisted of $ 20,338,789 in cash consideration. Holdings also agreed to pay GMS an additional $ 3,000,000 upon GMS meeting certain performance conditions within a year of the closing date of such acquisition. During the year ended December 31, 2023, the Company made the full $ 3,000,000 payment to settle the contingent liability balance. The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2023. Exceptional Medical Transportation, LLC On July 13, 2022, Holdings acquired 100 % of the outstanding shares of common stock of Exceptional, a provider of medical transportation services, in exchange for $ 13,708,333 consisting of $ 7,708,333 in cash at closing and $ 6,000,000 payable over a 24-month period following the closing date of the acquisition. The Company also agreed to pay up to $ 2,000,000 in contingent consideration upon meeting certain performance conditions within two years of the closing date of such acquisition. During the year ended December 31, 2024, the Company wrote off $ 1,315,691 and paid $ 109,619 of pre-acquisition accounts receivable through due to seller, the liability established during acquisition. Additionally, the Company paid $ 3,000,000 for the remaining purchase price through due to seller during the year ended December 31, 2024. During the year ended December 31, 2025, the Company recorded $ 25,770 additional pre-acquisition accounts receivable through due to seller. As of December 31, 2025 and 2024, there were remaining due to seller balances pertaining to pre-acquisition accounts receivable of $ 54,426 and $ 28,656 , respectively. The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2025 but recorded a gain on the change in fair value of contingent consideration in the amount of $ 13,763 and $ 374,044 for the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 426,655 . The Company made a payment for the second installment due on the contingent liability in the amount of $ 265,538 during the year ended December 31, 2025. There was no contingent consideration amount payable for Exceptional as of December 31, 2025 and a contingent consideration amount payable of $ 265,538 as of December 31, 2024. Ryan Bros. Fort Atkinson, LLC On August 9, 2022, the Company acquired 100 % of the outstanding shares of common stock of Ryan Brothers, a provider of medical transportation services, in exchange for an aggregate purchase price of $ 11,422,252 consisting of $ 7,422,252 in cash at closing and an estimated $ 4,000,000 in contingent consideration to be paid out over 24 months, commencing on August 1, 2022, based on performance of certain obligations. During the year ended December 31, 2024, the Company wrote off $ 3,360,067 pre-acquisition accounts receivable through due to seller, the liability established during acquisition. Additionally, the Company made payments in the amount of $ 8,976 for the remaining purchase price through due to seller during the year ended December 31, 2024. As of December 31, 2025 and 2024, there was no remaining due to seller amounts outstanding. The Company did not record a change in fair value of contingent consideration for the year ended December 31, 2025 but recorded a (loss) gain on the change in fair value of contingent consideration in the amount of $( 187,506 ) and $ 338,956 for the years ended December 31, 2024 and 2023, respectively. During the year ended December 31, 2023, the Company made a payment for the first installment due on the contingent liability in the amount of $ 1,840,026 . The Company paid the remaining contingent liability in the amount of $ 2,008,524 during the year ended December 31, 2024. There was no estimated contingent consideration amount payable for Ryan Brothers as of December 31, 2025 and 2024. Location Medical Services, LLC On December 9, 2022, Holdings, through its indirect wholly owned subsidiary Ambulnz U.K. Ltd. (“UK Ltd.”), acquired 100 % of the outstanding shares of common stock of LMS. The aggregate purchase price consisted of $ 302,450 in cash F-27 consideration. The Company also agreed to pay LMS an additional $ 11,279,201 in deferred consideration and an estimated $ 2,475,540 in contingent consideration upon LMS meeting certain performance conditions in 2023. The Company did not record a change in fair value of contingent consideration for the years ended December 31, 2025 and 2024 but recorded a gain on the change in fair value of contingent consideration in the amount of $ 1,990,170 for the year ended December 31, 2023. Additionally, the Company did not record any foreign exchange movements for the year ended December 31, 2025 but recorded foreign exchange movements of $( 4,798 ) and $ 119,457 for the years ended December 31, 2024 and 2023, respectively. On April 2, 2024, the Company paid the remaining contingent consideration balance in the amount of $ 600,029 . There was no remaining contingent liability balance as of December 31, 2025 and 2024. Cardiac RMS, LLC On March 31, 2023, Holdings acquired 51 % of the outstanding shares of common stock of CRMS, a provider of cardiac implantable electronic device remote monitoring and virtual care management services. The closing consideration of $ 10,000,000 consisted of $ 9,000,000 in cash and $ 1,000,000 worth of shares of Common Stock issued in a private placement transaction. The Company also agreed to pay additional consideration following the initial closing, consisting of an estimated True-up Payment of $ 2,088,243 to be paid in 2024 based on the attainment of full-year 2023 EBITDA targets and estimated earn out payments amounting to $ 13,733,947 . The earn out payments are to be paid out over 36 months, beginning in 2025, for the remaining 49 % equity of CRMS, based on CRMS’ attainment of full-year EBITDA targets. $ 5,000,000 of such further probable consideration is to be paid in cash and the remaining $ 10,822,190 is to be paid in shares of Common Stock. The Company recorded a (loss) gain on the change in fair value of contingent consideration in the amount of $( 2,056,112 ), $ 9,565,876 and $( 1,265,645 ) for the years ended December 31, 2025, 2024 and 2023, respectively. On May 29, 2024, the Company paid a portion of the True-up Payment in the amount of $ 1,000,000 . On July 19, 2024, the Company issued $ 1,814,345 in Common Stock, or 578,350 shares, constituting the remainder of the True-up Payment. On September 3, 2025, the Company made the first earn out payment in the amount of $ 1,687,134 for an additional 16.3 % of equity in CRMS. As the Company already controlled CRMS, and retained control over CRMS subsequent to the CRMS Earnout Payment, the Company accounted for the acquisition of equity interest in CRMS as an equity transaction that increased the carrying value of noncontrolling interest, and decreased the Company’s additional paid-in-capital within stockholders’ equity, by $ 1,741,202 . Th e estimated contingent consideration amount payable for CRMS was $ 5,076,592 and $ 4,707,614 as of December 31, 2025 and 2024, respectively. Ambulnz-FMC North America LLC On April 1, 2023, the Company acquired the remaining outstanding shares of common stock of Ambulnz-FMC North America LLC (“FMC NA”), a prominent healthcare company that focuses on providing vital products and services for patients suffering from kidney diseases and renal failure, from its joint venture with Holdings in exchange for $ 4,000,000 in cash and $ 3,000,000 in Common Stock. Healthworx LLC On May 10, 2023, the Company acquired the remaining outstanding shares of common stock of Healthworx LLC (“Healthworx”), a provider of management, administration and support services to service providers focused on medical testing and diagnostic screening, from its joint venture with Rapid Reliable Testing, LLC (“RRT”) in exchange for $ 1,385,156 in cash. Ambulnz CO, LLC On July 1, 2024, the Company acquired the remaining noncontrolling interest in its Ambulnz CO, LLC (“Ambulnz CO”) joint venture from the University of Colorado Health in exchange for $ 1,848,000 in cash. Professional Technicians, LLC On February 10, 2025, the Company acquired 100 % of the outstanding shares of common stock of PTI, a provider of mobile phlebotomy services. The aggregate purchase price consisted of $ 3,800,000 of cash consideration paid at closing and $ 179,081 in deferred consideration. The Company also agreed to pay up to an additional $ 1,500,000 in contingent consideration upon PTI meeting certain performance conditions during the period beginning on April 1, 2025 and ending on March 31, 2026. F-28 On the date of acquisition, the Company initially recorded estimated contingent consideration in the amount of $ 240,000 . Additionally, the Company recorded pre-acquisition accounts receivable in the amount of $ 521,806 and other current assets in the amount of $ 388,641 through due to seller, the liability established during acquisition. The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2025 . The estimated contingent liability for PTI as of December 31, 2025 remained at $ 240,000 . During the year ended December 31, 2025 , the Company recorded $ 70,741 of additional pre-acquisition other current assets through due to seller, and also paid pre-acquisition accounts receivable and other current assets in the amounts of $ 418,331 and $ 459,382 , respectively. There was a due to seller balance of $ 103,475 for PTI as of December 31, 2025 . SteadyMD, Inc. On October 20, 2025, Holdings acquired 100 % of the equity interests in SteadyMD via a statutory merger in which SteadyMD merged with and into STMD Merger Company, LLC (“MergerCo”), with MergerCo surviving the transaction. SteadyMD offers a 50-state virtual clinician workforce that provides telehealth for digital health companies, labs, pharmacies, employers and other healthcare innovators. SteadyMD’s scaled network of virtual providers aligns with the Company’s goal to achieve more efficient delivery of patient care. The aggregate purchase price consisted of $ 12,958,309 in cash consideration, which included payments to settle specified SteadyMD third-party indebtedness and satisfy convertible noteholders. The Company also agreed to pay up to an additional $ 12,500,000 in contingent consideration upon SteadyMD achieving certain net revenue targets during the twelve-month period between January 1, 2026 and December 31, 2026. On the date of acquisition, the Company recorded contingent consideration in the amount of $ 2,300,000 based on the initial estimate of SteadyMD’s revenue utilizing the probability-weighted expected return method. The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2025. The estimated contingent liability for SteadyMD as of December 31, 2025 remained at $ 2,300,000 . The Company recognized $ 7,578,715 of goodwill, which represents an acquired workforce and the potential synergies associated with the SteadyMD acquisition. All of the goodwill was assigned to the Company’s Mobile Health Services operating segment. The Company recognized $ 1,385,358 in transaction costs related to the SteadyMD acquisition for the year ended December 31, 2025, which were reflected within legal and regulatory expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income for the year ended December 31, 2025 includes revenue of $ 6,111,138 and a net loss of $ 12,818,026 attributable to SteadyMD since the date of acquisition. Primary Care Ambulance Corporation On December 30, 2025, Holdings acquired certain assets and assumed certain liabilities of PCA. The transaction has been accounted for as a business combination using the acquisition method of accounting in which the Company acquired 100 % of PCA’s equity interests. PCA is a provider of both emergency and non-emergency medical transportation based in Staten Island, New York, which allows the Company to geographically expand its current service offerings. The aggregate purchase price consisted of $ 1,400,000 in cash consideration, of which $ 1,200,000 was paid at closing and $ 200,000 was paid prior to closing. The Company also agreed to pay up to an additional $ 200,000 in contingent consideration upon the fulfillment of certain continued employment conditions. On the date of acquisition, the Company recorded contingent consideration in the full amount of $ 200,000 based on the initial estimate that the conditions will be achieved. The Company did not record a change in the fair value of contingent consideration for the year ended December 31, 2025. The estimated contingent liability for PCA as of December 31, 2025 remained at $ 200,000 . The Company recognized $ 864,697 of goodwill which represents an acquired workforce and the potential operational benefits associated with an expanded geographic presence following the PCA acquisition. All of the goodwill was assigned to the Company’s Transportation Services operating segment. The transaction costs of the acquisition did not have a material impact to the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income. F-29 The following table presents the assets acquired and liabilities assumed at the date of the acquisitions: CRMS FMC NA Ambulnz CO PTI SteadyMD PCA Total Consideration Cash consideration $ 9,000,000 $ 4,000,000 $ 1,848,000 $ 3,800,000 $ 12,958,309 $ 1,400,000 $ 33,006,309 Stock consideration 1,000,000 3,000,000 — — — — 4,000,000 Deferred consideration — — — 179,081 — — 179,081 Contingent liability 15,822,190 — — 240,000 2,300,000 200,000 18,562,190 Total consideration $ 25,822,190 $ 7,000,000 $ 1,848,000 $ 4,219,081 $ 15,258,309 $ 1,600,000 $ 55,747,580 Recognized amounts of identifiable assets acquired and liabilities assumed Cash and cash equivalents $ 1,574,604 $ — $ — $ 153,682 $ 1,609,649 $ — $ 3,337,935 Accounts receivable, net 2,033,533 — — 521,806 5,991,253 — 8,546,592 Prepaid expenses — — — 36,622 233,711 6,959 277,292 Other current assets 293,478 — — 388,641 6,737 — 688,856 Property and equipment, net — — — — 32,856 152,266 185,122 Intangibles, net 15,930,000 — — 2,224,990 4,700,000 561,444 23,416,434 Operating lease right-of-use asset — — — — 285,325 100,342 385,667 Other assets — — — — 17,110 14,634 31,744 Total identifiable assets acquired 19,831,615 — — 3,325,741 12,876,641 835,645 36,869,642 Accounts payable 28,978 — — — 342,390 — 371,368 Accrued liabilities 174,177 — — 111,223 4,453,989 — 4,739,389 Due to seller 2,448,460 — — 910,447 — — 3,358,907 Operating lease liability, current — — — — 125,925 78,195 204,120 Operating lease liability, non-current — — — — 159,400 22,147 181,547 Deferred tax liability — — — — 115,343 — 115,343 Total liabilities assumed 2,651,615 — — 1,021,670 5,197,047 100,342 8,970,674 Noncontrolling interests — 2,567,037 2,188,450 — — — 4,755,487 Goodwill 8,642,190 — — 1,915,010 7,578,715 864,697 19,000,612 Additional paid-in-capital — 4,432,963 ( 340,450 ) — — — 4,092,513 Total purchase price $ 25,822,190 $ 7,000,000 $ 1,848,000 $ 4,219,081 $ 15,258,309 $ 1,600,000 $ 55,747,580 Unaudited Pro Forma Disclosures The following unaudited pro forma combined financial information for the fiscal years ended December 31, 2025 and 2024 gives effect to the SteadyMD acquisition as if it had occurred on January 1, 2024. The pro forma information is not necessarily indicative of the results of operations that actually would have occurred under the ownership and management F-30 of the Company. The pro forma financial information for the year ended December 31, 2025 combines the Company’s results with the results of SteadyMD for the period beginning January 1, 2025 through October 20, 2025. The pro forma financial information for the year ended December 31, 2024 combined the Company’s 2024 historical results with the full-year results of SteadyMD. Year Ended December 31, 2025 2024 Revenues, net $ 345,620,390 $ 640,592,971 Net loss $ ( 198,012,912 ) $ ( 3,230,388 ) The unaudited pro forma combined financial information presented above includes the accounting effects of the adjustments for amortization charges for acquired intangible assets, fair value adjustments relating to leases and fixed assets, interest expense, transaction costs and the tax effects of the SteadyMD business combination. The acquisitions of PTI and PCA did not have a material impact on the Company’s Consolidated Financial Statements, and therefore historical and pro forma disclosures have not been presented. 5. Goodwill The Company recorded an aggregate of $ 10,358,422 in goodwill in connection with its acquisitions for the year ended December 31, 2025 . The Company did not record any goodwill in connection with acquisitions during the year ended December 31, 2024. During the third quarter of fiscal 2025, the Company noted a sustained reduction of revenue and forecasts in connection with its Mobile Health Services operating segment, which represented a triggering event that required a goodwill impairment assessment. The Company concluded that one reporting unit within its Mobile Health Services operating segment, Rapid Temps, had a fair value less than its carrying value due to its financial performance and downward revisions in projected financial outlook. As a result of the quantitative assessment, the Company recognized a non-cash goodwill impairment charge of $ 8,718,398 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The charge has no impact on cash flow, liquidity, or compliance with debt covenants. The Company estimated the fair value of the Rapid Temps reporting unit by utilizing a discounted cash flow model based on the present value of estimated future cash flows, discounted at an appropriate rate. This calculation contains uncertainties as it requires management to make assumptions including, but not limited to, forecasted revenue and EBITDA, appropriate discount rates, and perpetual growth rates. Fair value of the reporting unit is, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy. During the fourth quarter of fiscal 2025, the Company identified an additional impairment triggering event associated with a sustained decrease in its publicly quoted share price and market capitalization, and accordingly, performed a goodwill quantitative impairment assessment. As a result of the quantitative assessment, the Company concluded that several reporting units within the Mobile Health Services, Transportation Services and Corporate operating segments had fair values less than their respective carrying values. The Company therefore recognized a non-cash impairment charge of $ 49,509,698 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The charge has no impact on cash flow, liquidity or compliance with debt covenants. The Company estimated the fair values of the reporting units by utilizing a combination of an income approach, employing a discounted cash flow method, and a market approach, employing a guideline publicly-traded company method. The discounted cash flow method, which estimates fair values based on the present value of future cash flows, requires management to make various assumptions regarding the timing and amounts of these cash flows, including, but not limited to, growth rates, gross profit and EBITDA margins, capital expenditures and the terminal value of the business at the end of the projection period. Management also estimated a discount rate associated with the risk of achieving the projected cash flows, as well as the capital structure of the reporting units. Fair value of the reporting units are, therefore, determined F-31 using significant unobservable inputs, or level 3 in the fair value hierarchy. Refer to Note 2 for the Company’s policy for testing goodwill for impairment. The Company also updated the carrying value of the goodwill in its Consolidated Balance Sheets to reflect the foreign currency translation adjustment. The carrying value of goodwill amounted to $ 0 and 47,432,550 as of December 31, 2025 and December 31, 2024 , respectively . The following table summarizes goodwill by applicable operating segments: December 31, 2025 December 31, 2024 Goodwill Accumulated Impairment Losses Carrying Value Goodwill Accumulated Impairment Losses Carrying Value Mobile Health Services $ 24,865,586 $ ( 24,865,586 ) $ — $ 14,934,737 $ — $ 14,934,737 Transportation Services 24,720,320 ( 24,720,320 ) — 23,855,623 — 23,855,623 Corporate 8,642,190 ( 8,642,190 ) — 8,642,190 — 8,642,190 Total $ 58,228,096 $ ( 58,228,096 ) $ — $ 47,432,550 $ — $ 47,432,550 The changes in the carrying value of goodwill by applicable operating segments for the years ended December 31, 2025 and 2024 are as noted in the table below: Mobile Health Services Transportation Services Corporate Total Balance as of December 31, 2023 $ 15,042,116 $ 23,855,623 $ 8,642,190 $ 47,539,929 Foreign currency translation adjustment ( 107,379 ) — — ( 107,379 ) Balance as of December 31, 2024 14,934,737 23,855,623 8,642,190 47,432,550 Goodwill acquired during the period 9,493,725 864,697 — 10,358,422 Impairment ( 24,865,586 ) ( 24,720,320 ) ( 8,642,190 ) ( 58,228,096 ) Foreign currency translation adjustment 437,124 — — 437,124 Balance as of December 31, 2025 $ — $ — $ — $ — F-32 6. Intangibles Intangible assets consisted of the following as of December 31, 2025 and 2024: December 31, 2025 Estimated Useful Life (Years) Gross Carrying Amount Additions Impairment Accumulated Amortization Net Carrying Amount Computer software 5 years $ 247,828 $ — $ ( 3,540 ) $ ( 244,288 ) $ — Operating licenses Indefinite 9,399,004 450,000 ( 9,849,004 ) — — Internally developed software 4 - 5 years 12,129,913 2,883,827 ( 288,248 ) ( 14,725,492 ) — Material contracts Indefinite 62,550 11,444 ( 73,994 ) — — Customer relationships 7 - 14 years 19,993,533 3,897,665 ( 15,425,390 ) ( 8,465,808 ) — Trademark 8 - 15 years 405,532 1,100,496 ( 1,304,101 ) ( 201,927 ) — Non-compete agreements 5 years 100,000 100,000 ( 145,000 ) ( 55,000 ) — Domain names 10 years — 15,990 ( 14,524 ) ( 1,466 ) — Software license agreement Indefinite — 500,000 ( 500,000 ) — — Acquired developed technology 6 years — 1,600,000 ( 1,544,444 ) ( 55,556 ) — Trade credits 5 years 1,500,000 — ( 1,500,000 ) — — $ 43,838,360 $ 10,559,422 $ ( 30,648,245 ) $ ( 23,749,537 ) $ — December 31, 2024 Estimated Useful Life (Years) Gross Carrying Amount Additions Impairment Accumulated Amortization Net Carrying Amount Computer software 5 years $ 247,828 $ — $ — $ ( 242,059 ) $ 5,769 Operating licenses Indefinite 9,399,004 — — — 9,399,004 Internally developed software 4 - 5 years 10,078,087 2,051,826 — ( 11,227,960 ) 901,953 Material contracts Indefinite 62,550 — — — 62,550 Customer relationships 8 - 9 years 28,337,524 ( 37,400 ) ( 8,306,591 ) ( 6,504,390 ) 13,489,143 Trademark 8 - 15 years 427,531 ( 21,999 ) — ( 100,138 ) 305,394 Non-compete agreements 5 years 100,000 — — ( 35,000 ) 65,000 Trade credits 5 years 1,500,000 — — — 1,500,000 $ 50,152,524 $ 1,992,427 $ ( 8,306,591 ) $ ( 18,109,547 ) $ 25,728,813 The intangible assets include a foreign currency translation adjustment in the amount of $ 124,883 and $( 12,455 ) for the years ended December 31, 2025 and 2024, respectively. Intangible asset balances are translated into U.S. dollars using exchange rates in effect at period end, and adjustments related to foreign currency translation are included in other comprehensive income. During the years ended December 31, 2025 and 2023, the Company did not record any disposal of intangible assets, while for the year ended December 31, 2024, the Company disposed of intangible assets with a cost of $ 1,540 and accumulated amortization of $ 276 . The Company recorded a loss on disposal of assets of $ 1,264 for the year ended December 31, 2024. In connection with the evaluation of the goodwill impairment in the Mobile Health Services operating segment during the third quarter of fiscal 2025 due to the sustained reduction in revenue and forecasts for the business, the Company assessed tangible and intangible assets for impairment testing prior to performing the goodwill impairment test. The asset groups F-33 identified for impairment testing consisted of customer relationships in Rapid Temps and trade credits, both of which are finite-lived intangible assets within the Mobile Health Services operating segment. The Company first performed a recoverability test for each asset group by comparing the projected undiscounted cash flows from the use of each asset group to its respective carrying value. The undiscounted cash flows were not sufficient to recover the carrying value of each asset group, and therefore, the Company then compared the carrying value of each finite-lived intangible asset group to its respective fair value to measure the impairment loss. As a result of the quantitative assessment, the Company recognized a total non-cash finite-lived intangible asset impairment charge of $ 8,020,343 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The charge has no impact on cash flow, liquidity, or compliance with debt covenants. In connection with the evaluation of the goodwill impairment during the fourth quarter of 2025 due to the sustained decrease in the Company’s publicly quoted share price and market capitalization, the Company assessed tangible and intangible assets for impairment testing prior to performing the goodwill impairment test. The asset groups identified for impairment testing consisted of computer software, operating licenses, internally developed software, material contracts, customer relationships, trademarks, non-compete agreements, domain names, software license agreements, and acquired developed technology. These asset groups consist of both finite-lived and indefinite-lived intangible assets within the Mobile Health Services, Transportation Services and Corporate operating segments. As a result of the assessment, the Company recognized a total non-cash impairment charge of $ 22,627,902 for the year ended December 31, 2025 in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The charge has no impact on cash flow, liquidity, or compliance with debt covenants. The Company also evaluated its intangible assets as of December 31, 2024 and determined there was an impairment in relation to its customer relationships in CRMS, which is in the Mobile Health Services operating segment. The impairment was a result of reduced growth expectations and decreases in the estimated future cash flows of the asset group, which represented a triggering event that required an evaluation of the underlying finite-lived intangible assets for impairment. As a result of this impairment, the Company recognized a non-cash impairment charge of $ 8,306,591 for the year ended December 31, 2024 in the Consolidated Statements of Operations and Comprehensive (Loss) Income. The charge has no impact on its cash flow, liquidity or compliance with debt covenants. The Company used a discounted cash flow model to estimate the fair value of its intangible assets. This calculation contains uncertainties as it requires management to make assumptions including, but not limited to, future cash flows of the asset group, an appropriate discount rate, and long-term growth rates. Fair value of the intangible asset is, therefore, determined using significant unobservable inputs, or level 3 in the fair value hierarchy. Refer to Note 2 for the Company’s policy of testing long-lived assets and indefinite-lived intangible assets for impairment. The Company recorded amortization expense of $ 5,582,601 , $ 5,660,818 and $ 5,249,358 for the periods ended December 31, 2025, 2024 and 2023, respectively. There is no future amortization expense for the next five years as of December 31, 2025 with respect to the Company’s intangible assets following the impairment charges. F-34 7. Investments The Company’s ownership interest and carrying amounts of investments as of December 31, 2025 and 2024 consist of the following: December 31, 2025 2024 Equity investment without readily determinable fair value $ — $ 5,000,000 Equity method investment — 547,979 Total investments $ — $ 5,547,979 Equity Investment without Readily Determinable Fair Value On October 25, 2024, the Company acquired non-marketable equity securities in Firefly Health, Inc for $ 5,000,000 . These investments are measured at cost, less any impairment, adjusted for observable price changes in orderly transactions for identical or similar investments of the same issuer. During the year ended December 31, 2025, the Company recognized an impairment loss of $ 5,000,000 based on the latest available financial information and the estimated recoverable value of the investment. During the year ended December 31, 2024, no impairment losses or upward adjustments were recognized for the equity investments without readily determinable fair value. The Company’s investments in equity securities without readily determinable fair values totaled $ 0 and $ 5,000,000 as of December 31, 2025 and 2024, respectively, and are included in investments on the Consolidated Balance Sheets. Equity Method Investments On October 26, 2021, the Company acquired a 50 % interest in RND Health Services Inc. (“RND”) for $ 655,876 . During the years ended December 31, 2025, 2024 and 2023, the Company made additional investments amounting to $ 4,784 , $ 310,450 and $ 298,932 , respectively. The Company’s carrying value in RND, an equity method investee, is reflected in investments on the Consolidated Balance Sheets. Changes in value of RND are recorded in loss on equity method investments in the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income. During the year ended December 31, 2025, the Company recorded a non-cash impairment charge of $ 434,222 on its RND investment, which represented an other-than-temporary impairment as a result of RND’s bankruptcy declaration. The Company recorded the impairment charge within loss on equity method investments in the accompanying Consolidated Statements of Operations and Comprehensive (Loss) Income. The carrying value of the Company’s investment in RND was $ 0 as of December 31, 2025 following the impairment. F-35 8. Accrued Liabilities Accrued liabilities consisted of the following as of December 31, 2025 and 2024: December 31, 2025 December 31, 2024 Accrued workers' compensation and other insurance liabilities $ 18,229,568 $ 16,738,835 Accrued general expenses 12,053,483 16,530,363 Accrued payroll 5,511,713 4,374,654 Accrued subcontractors 4,350,051 9,174,499 Accrued bonus 2,644,625 3,078,445 Total accrued liabilities $ 42,789,440 $ 49,896,796 9. Line of Credit On November 1, 2022, the Company entered into a credit agreement (as amended, the “Prior Credit Agreement”) with two banks, with one bank in the capacity as a lender and the administrative agent (collectively with the other lender, the “Lenders”). The Prior Credit Agreement provided for a revolving credit facility in the initial aggregate principal amount of $ 90,000,000 (the “Prior Revolving Facility”). The Prior Revolving Facility included the ability for the Company to request an increase to the commitment by an additional amount of up to $ 50,000,000 , though no Lender (nor the Lenders collectively) was obligated to increase its respective commitments. Borrowings under the Prior Revolving Facility bore interest at a per annum rate equal to: (i) at the Company’s option, (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin. The applicable margins were based on the Company’s consolidated net leverage ratio, adjusted on a quarterly basis. The initial applicable margins were 1.25 % for an adjusted term SOFR loan and 0.25 % for a base rate loan and were updated based on the Company’s consolidated net leverage ratio. The Prior Revolving Facility was due to mature on November 1, 2027, the five-year anniversary of the closing date. The Prior Revolving Facility was secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets. The Prior Revolving Facility was subject to certain financial covenants such as a net leverage ratio and interest coverage ratio, as defined in the Prior Credit Agreement. On August 1, 2025, the Company repaid all amounts outstanding under the Prior Revolving Facility. The total amount paid was $ 30,320,173 , of which $ 30,000,000 represented the outstanding principal amount and $ 320,173 represented the outstanding interest. On August 7, 2025, the Company amended and restated the Prior Credit Agreement (as amended and restated, the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility (“Revolving Facility”) up to an aggregate principal amount of $ 55,000,000 and borrowings thereunder are subject to a borrowing base formula based on eligible receivables as described therein. The Revolving Facility includes the ability for the Company to request an increase to the commitment by an additional amount of up to $ 20,000,000 , though neither Lender nor any other lender is obligated to provide any such additional commitment. Borrowings under the Revolving Facility bear interest at a per annum rate equal to: (i) at the Company’s option, (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin. The applicable margin for an adjusted term SOFR loan is 2.00 % and the applicable margin for a base rate loan is 1.00 %. The Revolving Facility matures on November 1, 2027, the five-year anniversary of the original closing date of the Prior Credit Agreement. The Credit Agreement is secured by a first-priority lien on substantially all of the Company’s present and future personal assets and intangible assets. The Credit Agreement is subject to a certain minimum liquidity financial covenant based on the prior twelve months’ cash burn and the Company’s available cash balances and borrowing ability under the Credit Agreement. As of December 31, 2024, there was a $ 30,000,000 outstanding balance on the Prior Revolving Facility, and the unused portion of the Prior Revolving Facility was $ 60,000,000 . As of December 31, 2025, the Company had no borrowings outstanding and the unused portion of the Revolving Facility was $ 55,000,000 . The Company incurred $ 998,151 , $ 2,162,753 and $ 359,330 in interest charges relating to its Prior Revolving Facility for the years ended December 31, 2025, 2024 and 2023, respectively, which is reflected in interest (expense) income, net on the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income. F-36 Standby Letters of Credit On October 20, 2023, the Company obtained an unconditional and irrevocable letter of credit from a financial institution in the amount of $ 1,080,000 . The letter of credit had an initial one-year term, and is renewed automatically for successive one-year periods, unless earlier terminated by the institution. As of December 31, 2025, no amounts had been drawn. On December 20, 2024, the Company obtained an irrevocable letter of credit from a financial institution in the amount of $ 133,303 . The letter of credit had an initial one-year term, and is renewed automatically for successive one-year periods, unless earlier terminated by the institution. As of December 31, 2025, no amounts had been drawn. 10. Notes Payable The Company has various loans with finance companies with monthly installments aggregating $ 6,401 , inclusive of interest ranging from 2.50 % to 8.15 %. The loan notes mature at various times from May 2026 through April 2030 and are secured by transportation equi pment. During the year ended December 31, 2024, the Company fully repaid one of its loan payables that was originally scheduled to mature in August 2026 amounting to $ 38,949 . The following table summarizes the Company’s notes payable: December 31, 2025 December 31, 2024 Equipment and financing loans payable, between 2.50 % and 8.15 % interest and maturing between May 2026 and April 2030 $ 235,583 $ 17,730 Total notes payable 235,583 17,730 Less: current portion of notes payable 51,740 12,515 Total non-current portion of notes payable $ 183,843 $ 5,215 Interest expenses (income) were $ 15,960 , $ 3,407 and $( 201,883 ) for the periods ended December 31, 2025, 2024 and 2023, respectively. Future minimum annual maturities of notes payable as of December 31, 2025 are as follows: Notes Payable 2026 $ 51,740 2027 50,027 2028 54,260 2029 58,851 2030 20,705 Total maturities 235,583 Current portion of notes payable ( 51,740 ) Long-term portion of notes payable $ 183,843 11. Business Segment Information The Company conducts business in three operating segments: Mobile Health Services, Transportation Services, and Corporate. In accordance with ASC 280, Segment Reporting , operating segments are components of an enterprise for which separate financial information is evaluated regularly by the chief operating decision makers, the Company’s Chief Executive Officer and Chief Financial Officer, in deciding how to allocate resources and assessing performance. All of the Company’s revenues and costs of revenues are reported within the Transportation Services and Mobile Health Services segments. The Corporate segment relates to shared services and personnel that support both the Mobile Health Services and F-37 Transportation Services segments and contains operating expenses such as information technology costs, certain insurance costs and the compensation costs of senior and executive leadership. The Company’s Chief Executive Officer and Chief Financial Officer evaluate the Company’s financial information and resources and assess the performance of these resources by revenue stream and by operating income or loss performance. In accordance with ASU 2023-07, the Company has also included disclosure in the tables below about the significant expense categories that are regularly provided to the chief operating decision makers. The Company has also disclosed an amount for other segment items, which are amounts included in (loss) income from operations that are not regularly provided to the chief operating decision makers. Other segment items primarily consist of technology and development expenses, legal and professional fees, medical supplies, impairment expenses and other general and administrative expenses such as management fees, occupancy expense and insurance costs. The accounting policies of the segments are the same as the accounting policies of the Company as a whole. The Company evaluates the performance of its Mobile Health Services, Transportation Services, and Corporate segments based primarily on results of operations. Operating results for the business segments of the Company as of and for the years ended December 31, 2025, 2024 and 2023 are as follows: Mobile Health Services Transportation Services Corporate Total Year Ended December 31, 2025 Revenues $ 121,430,392 $ 200,765,608 $ — $ 322,196,000 Significant Segment Expenses 111,778,346 161,902,590 41,522,269 315,203,205 Personnel costs 74,288,366 136,751,010 37,470,607 248,509,983 Subcontractor costs 31,898,007 11,922,006 4,051,662 47,871,675 Vehicle costs 5,591,973 13,229,574 — 18,821,547 Other segment items 64,005,268 81,191,551 39,829,476 185,026,295 Loss from operations ( 54,353,222 ) ( 42,328,533 ) ( 81,351,745 ) ( 178,033,500 ) Depreciation and amortization expense 3,618,079 8,131,242 3,912,544 15,661,865 Stock compensation 4,951,476 162,641 12,327,901 17,442,018 Intangible asset impairment 20,278,880 10,941,800 ( 572,435 ) 30,648,245 Loss on change in fair value of contingent consideration 2,056,112 — — 2,056,112 Goodwill impairment 24,865,586 24,720,320 8,642,190 58,228,096 Equity investment impairment — — 5,000,000 5,000,000 Total assets 67,687,015 95,912,459 53,503,538 217,103,012 Long-lived assets 5,265,507 35,225,491 3,008,634 43,499,632 Capital expenditures 8,237,279 10,630,035 5,745,661 24,612,975 Year Ended December 31, 2024 Revenues $ 423,126,040 $ 193,429,092 $ — $ 616,555,132 Significant Segment Expenses 248,887,401 157,386,875 38,938,940 445,213,216 Personnel costs 115,480,700 120,548,486 34,009,595 270,038,781 Subcontractor costs 125,495,305 19,463,199 4,929,345 149,887,849 Vehicle costs 7,911,396 17,375,190 — 25,286,586 Other segment items 80,212,789 38,087,398 24,353,003 142,653,190 Income (loss) from operations 94,025,850 ( 2,045,181 ) ( 63,291,943 ) 28,688,726 F-38 Depreciation and amortization expense 4,770,367 8,305,049 2,809,482 15,884,898 Stock compensation 6,033,516 274,207 7,326,363 13,634,086 Finite-lived intangible asset impairment 8,306,591 — — 8,306,591 Gain on change in fair value of contingent consideration ( 9,392,133 ) — — ( 9,392,133 ) Total assets 208,739,901 134,169,086 112,712,145 455,621,132 Long-lived assets 36,515,356 68,846,225 9,977,190 115,338,771 Capital expenditures 2,815,218 9,324,171 2,179,585 14,318,974 Year Ended December 31, 2023 Revenues $ 442,793,537 $ 181,495,105 $ — $ 624,288,642 Significant Segment Expenses 283,980,203 146,950,131 44,139,528 475,069,862 Personnel costs 122,233,677 116,689,011 40,156,572 279,079,260 Subcontractor costs 155,134,128 15,380,523 3,982,956 174,497,607 Vehicle costs 6,612,398 14,880,597 — 21,492,995 Other segment items 78,450,514 31,003,597 24,709,689 134,163,800 Income (loss) from operations 80,362,820 3,541,377 ( 68,849,217 ) 15,054,980 Depreciation and amortization expense 4,226,657 9,393,895 2,811,340 16,431,892 Stock compensation 1,698,350 1,434,505 17,836,319 20,969,174 Gain on change in fair value of contingent consideration ( 1,437,525 ) — — ( 1,437,525 ) Total assets 280,646,925 132,178,214 77,626,818 490,451,957 Long-lived assets 32,841,680 78,848,587 11,952,528 123,642,795 Capital expenditures 30,163,882 20,254,373 597,283 51,015,538 Long-lived assets include property and equipment, goodwill, intangible assets, operating lease right-of-use assets and finance lease right-of-use assets. Geographic Information The following table summarizes Long-lived assets by geographic location as of December 31, 2025, 2024 and 2023: December 31, 2025 2024 2023 Primary Geographical Markets U.S. $ 35,052,182 $ 96,380,597 $ 103,779,506 U.K. 8,447,450 18,958,174 19,863,289 Total long-lived assets $ 43,499,632 $ 115,338,771 $ 123,642,795 Revenues by geographic location are included in Note 2. F-39 12. Equity Unregistered Sales of Equity Securities On July 19, 2024, in connection with the CRMS acquisition, the Company issued $ 1,814,345 in Common Stock, or 578,350 shares, constituting the remainder of the True-up Payment. The True-up Payment was based on CRMS’ attainment of full-year EBITDA targets for 2023 (see Note 4). Share Repurchase Program On January 30, 2024, the Board of Directors (the “Board of Directors” or the “Board”) authorized a share repurchase program to purchase up to $ 36,000,000 in shares of Common Stock during a six-month period that ended July 30, 2024 (the “Prior Repurchase Program”). The Prior Repurchase Program did not obligate the Company to repurchase a specific number of shares. On August 5, 2024, following the expiration of the previously authorized share repurchase program on July 30, 2024, the Board effectively extended the Prior Repurchase Program by authorizing a new share repurchase program (the “New Repurchase Program”) on the same terms and conditions as the Prior Repurchase Program other than expiration, pursuant to which the Company may purchase up to $ 26,000,000 in shares of Common Stock, which was the approximate amount remaining under the Prior Repurchase Program at its expiration. The New Repurchase Program was originally set to expire on December 31, 2024. On December 20, 2024, the Board approved an extension of the expiration date to June 30, 2025; on June 12, 2025, the Board approved a further extension to December 31, 2025; and on December 12, 2025, the Board approved an additional extension to June 30, 2026. The New Repurchase Program may be suspended, extended, modified or discontinued at any time without prior notice. Under the terms of the New Repurchase Program, the Company may purchase shares of Common Stock on a discretionary basis from time to time through open market repurchases or privately negotiated transactions or through other means, including by entering into Rule 10b5-1 trading plans or accelerated share repurchase programs, in each case, during an “open window” and when the Company does not possess material non-public information. The timing, manner, price and amount of shares repurchased under the New Repurchase Program depends on a variety of factors, including stock price, trading volume, market conditions, corporate and regulatory requirements and other general business considerations. The New Repurchase Program does not obligate the Company to repurchase any specific number of shares. Repurchases under the New Repurchase Program may be funded from the Company’s existing cash and cash equivalents, future cash flow or proceeds of borrowings or debt offerings. During the years ended December 31, 2025 and December 31, 2024, the Company repurchased and subsequently cancelled 4,481,069 and 3,647,342 shares of Common Stock for $ 10,828,906 and $ 13,756,271 , respectively. There were no shares repurchased during the year ended December 31, 2023. 13. Stock Based Compensation Stock Options In 2021, the Company established the DocGo Inc. 2021 Equity Incentive Plan (the “Plan”), which replaced Ambulnz, Inc.’s 2017 Equity Incentive Plan. The Plan initially reserved 16,607,894 shares of Common Stock for issuance under the Plan. The Company’s stock options generally vest on various terms based on continuous services over periods ranging from one to five years . The stock options are subject to time vesting requirements through 2028 and are nontransferable. Stock options granted have a maximum contractual term of 10 years. As of December 31, 2025, approximately 6.0 million employee stock options had vested. The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Before the consummation of the Business Combination, the management of Ambulnz took the average of several publicly traded companies that were representative of Ambulnz’s size and industry in order to estimate its expected stock volatility. Subsequent to the Business Combination, the Company utilized publicly available pricing. The expected term of the F-40 options represented the period of time the instruments were expected to be outstanding. The Company based the risk-free interest rate on the rate payable on the U.S. Treasury securities corresponding to the expected term of the awards at the date of grant. Expected dividend yield was zero based on the fact that the Company had not historically paid and does not intend to pay a dividend in the foreseeable future. No stock options were granted during the year ended December 31, 2025. The following assumptions were used to compute the fair value of the stock option grants during the years ended December 31, 2024 and 2023: Year Ended December 31, 2024 2023 Risk-free interest rate 4.19 % - 4.54 % 4.10 % - 4.87 % Expected term (in years) 5.56 6.25 Volatility 60.72 % - 71.18 % 52.37 % - 62.29 % Dividend yield — % — % The following table summarizes the Company’s stock option activity under the Plan for the years ended December 31, 2025, 2024 and 2023: Options Shares Weighted Average Exercise Price Weighted Average Remaining Contractual Life in Years Aggregate Intrinsic Value Balance as of December 31, 2022 11,571,308 $ 7.11 9.05 $ 39,389,063 Granted 1,566,010 7.93 — — Exercised ( 514,065 ) 3.55 — — Cancelled ( 680,989 ) 7.52 — — Balance as of December 31, 2023 11,942,264 7.36 8.16 3,961,556 Granted 506,822 3.59 — — Exercised ( 16,559 ) 1.59 — — Cancelled ( 4,265,031 ) 7.69 — — Balance as of December 31, 2024 8,167,496 6.98 7.32 2,521,202 Granted — — — — Exercised — — — — Cancelled ( 820,961 ) 7.66 — — Balance as of December 31, 2025 7,346,535 $ 6.93 5.59 $ — Options vested and exercisable as of December 31, 2025 6,026,254 $ 7.06 5.17 $ — The aggregate intrinsic value in the above table is calculated as the difference between fair value of the Common Stock price and the exercise price of the stock options. The weighted average grant date fair value per share for stock option grants during the years ended December 31, 2024 and 2023 was $ 3.59 and $ 7.93 , respectively. For the years ended December 31, 2025, 2024 and 2023, the total recorded stock-based compensation related to stock option awards granted was $ 5,675,187 , $ 6,652,789 , and $ 11,795,320 , respectively. As of December 31, 2025, 2024 and 2023, the total unrecognized compensation related to unvested stock option awards granted was $ 3,245,364 , $ 11,246,649 and $ 29,058,756 , respectively, which the Company expects to recognize over a weighted-average period of approximately 1.11 years as of December 31, 2025. F-41 Restricted Stock Units The fair value of restricted stock units (“RSUs”) is determined on the date of grant. The Company records compensation expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income on a straight-line basis over the vesting period for RSUs. The vesting period for employees and members of the Board of Directors ranges from one to four years . The following is a summary of the RSU activity for the years ended December 31, 2025, 2024 and 2023: RSUs Weighted- Average Grant Date Fair Value Per RSU Balance as of December 31, 2022 305,587 $ 8.35 Granted 3,104,766 6.15 Vested ( 986,258 ) 8.61 Forfeited — — Balance as of December 31, 2023 2,424,095 5.61 Granted 3,009,868 3.94 Vested ( 1,205,460 ) 4.82 Forfeited ( 159,516 ) 4.92 Balance as of December 31, 2024 4,068,987 4.63 Granted 6,452,636 1.07 Vested ( 1,540,434 ) 4.38 Forfeited ( 461,216 ) 5.17 Balance as of December 31, 2025 8,519,973 $ 1.95 Vested and unissued as of December 31, 2025 46,143 $ 1.40 Non-vested as of December 31, 2025 8,473,830 $ 1.96 The total grant-date fair value of RSUs granted during the years ended December 31, 2025, 2024, and 2023 was $ 6,926,027 , $ 11,854,256 , and $ 19,526,515 , respectively. For the years ended December 31, 2025, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $ 6,392,516 , $ 5,783,838 , and $ 9,101,027 , respectively. As of December 31, 2025, 2024 and 2023, the total unrecognized compensation related to unvested RSUs granted was $ 15,607,125 , $ 17,458,680 and $ 12,602,662 , respectively, which is expected to be recognized over a weighted-average period of approximately 3.2 years as of December 31, 2025. Performance-based Stock Units The Company grants performance-based restricted stock units (“PSUs”) to certain employees under its long-term incentive compensation plan. PSU awards are subject to service-based and either performance-based or market-based vesting conditions. For the years ended December 31, 2025, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $ 5,374,315 , $ 1,197,459 and $ 72,827 , respectively. F-42 As of December 31, 2025, 2024 and 2023, the total unrecognized compensation related to unvested PSUs granted was $ 7,550,652 , $ 8,332,535 , and $ 5,527,166 , respectively. The cost is expected to be recognized over a weighted-average period of approximately 3.0 years as of December 31, 2025. PSU Grants with Performance Conditions (Revenue Performance Share Unit Grants) As of December 31, 2025, the Company had outstanding PSUs with a performance condition from 2024. The fair value of these awards is based on the Company’s quoted stock price on the grant date and vests based on the achievement of specific revenue targets in 2024. The Company records compensation expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income on a straight-line basis over the vesting period. The vesting period for employees is four years . The following is a summary of the revenue PSU activity for the years ended December 31, 2025, 2024 and 2023: Revenue PSUs Weighted-Average Grant Date Fair Value Per PSU Balance as of December 31, 2022 — $ — Granted 1,085,270 5.16 Vested — — Forfeited — — Balance as of December 31, 2023 1,085,270 5.16 Granted — — Vested — — Forfeited — — Performance adjustment ( 217,054 ) 5.16 Balance as of December 31, 2024 868,216 5.16 Granted — — Vested ( 434,110 ) 5.16 Forfeited ( 77,519 ) 5.16 Performance adjustment — — Balance as of December 31, 2025 356,587 $ 5.16 PSU Grants with Market Condition (TSR Performance Share Unit Grants) As of December 31, 2025, the Company had outstanding PSUs with a market condition that will vest based on the Company’s total shareholder return (“TSR”) relative to the TSR of the Nasdaq Healthcare Index in 2025 to 2028. The fair value is determined on the grant date using a Monte Carlo simulation model. The Company recognizes compensation expense on all these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards. The Company accounts for forfeitures as they occur. F-43 No PSUs with a market condition were granted during the year ended December 31, 2023. The following assumptions were used in the Monte Carlo calculation for TSR PSU awards granted during the years ended December 31, 2025 and 2024: Year Ended December 31, 2025 2024 Valuation date price $ 0.92 $ 4.19 Expected company volatility 65.86 % 68.05 % Expected peer group volatility 93.20 % 90.63 % Expected term (in years) 3.05 3.05 Risk-free interest rate 3.55 % 4.10 % The following is a summary activity of the PSUs with a market condition for the years ended December 31, 2025 and 2024: TSR PSUs Weighted-Average Grant Date Fair Value Per PSU Balance as of December 31, 2023 — $ — Granted 1,205,251 7.17 Vested — — Forfeited — — Balance as of December 31, 2024 1,205,251 7.17 Granted 1,863,955 1.62 Vested — — Forfeited ( 544,949 ) 6.88 Balance as of December 31, 2025 2,524,257 $ 3.13 14. Leases The Company has lease arrangements for properties, vehicles and transportation equipment. Certain leases contain options to purchase, extend or terminate the lease. Determining the lease term and amount of lease payments to include in the calculation of the right-of-use asset and lease obligations for leases containing options requires the use of judgment to determine whether the exercise of an option is reasonably certain and whether the optional period and payments should be included in the calculation of the associated right-of-use asset and lease obligation. In making such determination, the Company considers all relevant economic factors. The Company’s lease agreements generally do not provide an implicit borrowing rate. Therefore, the Company used a benchmark approach to derive an appropriate imputed discount rate. The Company benchmarked itself against other companies of similar credit ratings and comparable quality and derived imputed rates, which were used to discount its real estate lease liabilities. The Company used estimated borrowing rates of 6 % on January 1, 2019 for all leases that commenced prior to that date for office spaces, vehicles and transportation equipment. F-44 Lease Costs The table below comprises lease expenses for the years ended December 31, 2025, 2024 and 2023, respectively: Year Ended December 31, 2025 2024 2023 Components of total lease cost: Operating lease expense $ 5,391,278 $ 3,851,686 $ 3,418,134 Finance lease expense: Amortization of right-of-use assets 5,216,009 4,617,262 6,352,754 Interest on lease liabilities 958,553 769,041 600,239 Finance lease expense 6,174,562 5,386,303 6,952,993 Short-term lease expense 820,215 2,580,933 1,678,487 Total lease cost $ 12,386,055 $ 11,818,922 $ 12,049,614 Lease Payments The table below comprises lease payments for the years ended December 31, 2025, 2024 and 2023, respectively: Year Ended December 31, 2025 2024 2023 Components of total lease payments: Operating lease payments $ 5,131,291 $ 3,711,545 $ 3,287,125 Finance lease payments 5,385,581 4,334,463 4,270,553 Total lease payments $ 10,516,872 $ 8,046,008 $ 7,557,678 Operating Leases The Company is obligated to make rental payments under non-cancellable operating leases for office, dispatch station space and transportation equipment, expiring at various dates through 2034. Under the terms of the leases, the Company is also obligated for its proportionate share of real estate taxes, insurance and maintenance costs of the property. Gain (Loss) on Lease Remeasurement During the year, the Company reassessed the use of some office spaces, resulting in the early termination of leased office spaces. The Company recorded a gain from remeasurement of operating lease of $ 656 , a loss of $( 13,469 ), and a gain of $ 4,566 for the years ended December 31, 2025, 2024 and 2023, respectively. Sublease Income During the year ended December 31, 2025, the Company subleased a portion of its corporate office space in New York, NY. The sublease entered into has a lease term of one year and four months and has been classified as an operating lease by the Company. Sublease income was $ 326,205 , $ 9,373 , and $ 0 for the years ended December 31, 2025, 2024 and 2023, respectively. The Company continues to sublease its office space in Houston, TX. The sublease was entered in 2023, has a lease term of three years and has been classified as an operating lease by the Company. Sublease income was $ 77,762 , $ 75,931 , and $ 12,580 for the years ended December 31, 2025, 2024 and 2023, respectively. The Company used to sublease its office in Colorado and the lease term ended in February 2023. Sublease income was $ 8,522 for the year ended December 31, 2023. The Company recognizes sublease income as rental income, presented in the Company’s Consolidated Statements of Operations and Comprehensive (Loss) Income under other (expense) income. F-45 Lease Position as of December 31, 2025 and 2024 Right-of-use lease assets and lease liabilities for the Company’s operating leases were recorded in the Consolidated Balance Sheets as follows: December 31, 2025 2024 Assets Lease right-of-use assets $ 11,520,781 $ 11,958,698 Total lease assets $ 11,520,781 $ 11,958,698 Liabilities Current liabilities: Lease liability - current portion $ 4,650,953 $ 3,844,561 Noncurrent liabilities: Lease liability, net of current portion 7,563,664 8,599,072 Total lease liability $ 12,214,617 $ 12,443,633 Lease Terms and Discount Rate The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s operating leases as of December 31, 2025: Weighted average remaining lease term (in years) - operating leases 3.08 Weighted average discount rate - operating leases 5.96 % Undiscounted Cash Flows Future minimum lease payments under the operating leases as of December 31, 2025 are as follows: Operating Leases 2026 $ 5,252,299 2027 3,723,164 2028 2,735,201 2029 1,355,260 2030 153,941 Thereafter 208,043 Total future minimum lease payments 13,427,908 Less effects of discounting ( 1,213,291 ) Present value of future minimum lease payments $ 12,214,617 Finance Leases The Company leases vehicles under non-cancelable finance lease agreements with a liability of $ 16,727,594 and $ 14,725,605 as of December 31, 2025 and 2024, respectively, and a right-of-use net of $ 17,420,424 and $ 15,337,299 as of F-46 December 31, 2025 and 2024, respectively (accumulated depreciation of $ 11,739,994 and $ 9,128,202 as of December 31, 2025 and 2024, respectively). Loss on Lease Remeasurement During the year, the Company returned a number of leased vehicles, resulting in the termination of contract of these leased vehicles. The Company recorded a loss on remeasurement of finance lease of $ 43,023 , $ 18,894 and $ 5,432 during the years ended December 31, 2025, 2024 and 2023, respectively. Lease Position as of December 31, 2025 and 2024 Right-of-use lease assets and lease liabilities for the Company’s finance leases were recorded in the Consolidated Balance Sheets as follows: December 31, 2025 2024 Assets Lease right-of-use assets $ 17,420,424 $ 15,337,299 Total lease assets $ 17,420,424 $ 15,337,299 Liabilities Current liabilities: Lease liability - current portion $ 5,509,687 $ 4,694,467 Noncurrent liabilities: Lease liability, net of current portion 11,217,907 10,031,138 Total lease liability $ 16,727,594 $ 14,725,605 Lease Terms and Discount Rate The table below presents certain information related to the weighted average remaining lease term and the weighted average discount rate for the Company’s finance leases as of December 31, 2025: Weighted average remaining lease term (in years) - finance leases 3.37 Weighted average discount rate - finance leases 5.90 % F-47 Undiscounted Cash Flows Future minimum lease payments under the finance leases as of December 31, 2025 are as follows: Finance Leases 2026 $ 6,348,226 2027 5,213,744 2028 3,931,548 2029 2,288,850 2030 736,100 Thereafter — Total future minimum lease payments 18,518,468 Less effects of discounting ( 1,790,874 ) Present value of future minimum lease payments $ 16,727,594 15. Other Expense (Income) The Company recognized $ 9,465,489 , $ 939,724 and $( 1,238,313 ) of other expense (income) for the years ended December 31, 2025 , 2024 and 2023, respectively, as set forth in the table below. Year Ended December 31, 2025 2024 2023 Interest expense (income), net $ 1,242,161 $ 1,929,207 $ ( 1,684,399 ) Loss (gain) on change in fair value of contingent consideration 2,056,112 ( 9,392,133 ) ( 1,437,525 ) Finite-lived intangible asset impairment — 8,306,591 — Loss on equity method investments 552,763 316,044 343,336 Equity investment impairment 5,000,000 — — Loss on remeasurement of operating and finance leases 42,367 32,363 866 Loss (gain) on disposal of assets 39,668 ( 23,682 ) 852,544 ABC litigation — — 1,000,000 Other expense (income) 532,418 ( 228,666 ) ( 313,135 ) Total other expense (income) $ 9,465,489 $ 939,724 $ ( 1,238,313 ) 16. Related Party Transactions Historically, the Company has been involved in transactions with various related parties. Legal Services Ely D. Tendler is compensated for his services to the Company as General Counsel and Secretary through payments to Ely D. Tendler Strategic & Legal Services PLLC (“EDTSLS”), a law firm owned by Mr. Tendler. All payments made to EDTSLS by the Company were for Mr. Tendler’s services to the Company as General Counsel and Secretary. No other services were provided by EDTSLS to the Company. The Company’s payments to EDTSLS for Mr. Tendler’s services totaled $ 1,225,422 , $ 1,207,843 and $ 916,370 for the years ended December 31, 2025, 2024 and 2023, respectively. F-48 Included in accounts payable were $ 0 and $ 55,545 due to related parties as of December 31, 2025 and 2024 , respectively. Included in accrued liabilities were $ 57,615 and $ 0 due to related parties as of December 31, 2025 and 2024, respectively, related to legal services. Subcontractor Services PrideStaff provides subcontractor services for the Company. PrideStaff is owned by a former operations manager of the Company and his spouse, and therefore, is a related party. The Company made subcontractor payments to PrideStaff totaling $ 56,819 , $ 155,749 and $ 0 for the years ended December 31, 2025, 2024 and 2023, respectively. Included in accounts payable were $ 0 and $ 17,149 due to related parties as of December 31, 2025 and 2024, respectively. Included in accrued liabilities were $ 0 and $ 13,097 due to related parties as of December 31, 2025 and 2024, respectively, related to subcontractor services. Transition Services Agr eement On October 11, 2023, the Company and Anthony Capone, who resigned as Chief Executive Officer of the Company on September 15, 2023, entered into a separation and transition services agreement (the “Transition Agreement”). Pursuant to the Transition Agreement, Mr. Capone served as a consultant to the Company until March 15, 2024 (such period, the “Capone Consulting Period”) to advise on matters relating to business continuity and processes and transition his institutional knowledge with respect to operational and other departmental functions. As compensation for his services during the Capone Consulting Period, and subject to his compliance with the Transition Agreement, including the execution and non-revocation of a general release of claims in favor of the Company, Mr. Capone received a monthly consulting fee of $ 45,000 and subsidized premiums for continued group health plan coverage for the duration of the Capone Consulting Period. Mr. Capone did not receive new equity awards or incentive compensation under the Company’s equity incentive compensation program during the Capone Consulting Period. The Transition Agreement further acknowledges and affirms that Mr. Capone will be bound by and comply with certain restrictive covenants. The Company made payments to Anthony Capone totaling $ 0 , $ 180,000 , and $ 90,000 for the years ended December 31, 2025, 2024, and 2023, respectively. There were no amounts included in accounts payable and accrued liabilities due to related parties as of December 31, 2025, and 2024 related to the Transition Agreement. Consulting Agreement - Stan Vashovsky On March 7, 2024, the Company entered into a separation and consulting agreement (the “Vashovsky Consulting Agreement”) with Stan Vashovsky, who retired as a director and Chair of the Board effective March 31, 2024. Pursuant to the Vashovsky Consulting Agreement, Mr. Vashovsky continued to serve as a consultant to the Company until March 31, 2025 (such period, the “Vashovsky Consulting Period”). During the Vashovsky Consulting Period, Mr. Vashovsky provided advisory services as requested from time to time by the Company’s executive officers or the Board of Directors and assisted with maintaining the Company’s existing customer and investor relationships and, as consideration for his services, received an equity grant during each quarter of the Vashovsky Consulting Period having a grant date fair value of approximately $ 35,000 . In consideration for a release of claims, Mr. Vashovsky was also eligible to receive Company-subsidized healthcare coverage for the duration of the Vashovsky Consulting Period. The Vashovsky Consulting Agreement further acknowledges and affirms that Mr. Vashovsky will be bound by and comply with certain restrictive covenants. The Company granted approximately $ 35,000 and $ 105,000 in RSUs to Mr. Vashovsky under the Vashovsky Consulting Agreement for the years ended December 31, 2025 and 2024 , respectively. There were no amounts included in accounts payable and accrued liabilities as of December 31, 2025 and 2024 related to the Vashovsky Consulting Agreement. Consulting Agreement - Steven Katz F-49 On September 26, 2024, the Company entered into a transition consulting agreement (the “Katz Consulting Agreement”) with Steven Katz, who resigned as a director and independent Chair of the Board of Directors effective October 1, 2024. Pursuant to the Katz Consulting Agreement, Mr. Katz served as a consultant to the Company until December 31, 2024 (the “Katz Consulting Period”). During the Katz Consulting Period, Mr. Katz provided transition advisory services relating to the Board and its committees as requested from time to time by the Company’s executive officers or the Board of Directors. As compensation for his services during the Katz Consulting Period, and subject to his compliance with the Katz Consulting Agreement, Mr. Katz received consulting fees in the amount of (i) $ 2,500 per month plus (ii) $ 400 for each hour of services rendered in excess of five hours during each month. During the Katz Consulting Period, Mr. Katz’s equity awards also continued to vest under the Plan. The Company made payments to Steven Katz totaling $ 2,500 , $ 5,000 , and $ 0 for the years ended December 31, 2025, 2024, and 2023, respectively. Included in accounts payable were $ 0 and $ 2,500 due to related parties as of December 31, 2025 and 2024, respectively, related to the Katz Consulting Agreement. There were no amounts included in accrued liabilities as of December 31, 2025 and 2024. F-50 17. Income Taxes A reconciliation of the statutory U.S. federal income tax rate to the Company’s effective tax rate consists of the following: Year Ended December 31, 2025 2024 2023 Dollars Percent Dollars Percent Dollars Percent U.S. federal statutory income tax rate $ ( 39,374,788 ) 21.00 % $ 5,827,290 21.00 % $ 3,421,592 21.00 % Domestic federal Nontaxable or nondeductible items Meals and entertainment 158,754 ( 0.08 ) % 226,265 0.82 % 320,563 1.97 % Effect of stock compensation 1,512,494 ( 0.81 ) % 817,237 2.95 % 2,561,573 15.72 % Section 162(m) limitation 464,020 ( 0.26 ) % 646,791 2.33 % 1,048,370 6.43 % Effect of contingent consideration — — % — — % 300,718 1.85 % Other 9,362 — % 66,567 0.24 % 63,069 0.39 % Changes in valuation allowances 35,296,122 ( 18.82 ) % — — % — — % Taxes payable adjustment 66,155 ( 0.04 ) % ( 1,135,108 ) ( 4.09 ) % 384,371 2.36 % Deferred adjustment 557,561 ( 0.30 ) % 2,825,158 10.18 % ( 4,846,351 ) ( 29.74 ) % Noncontrolling interest 1,836,617 ( 0.98 ) % 1,293,705 4.66 % — — % Other ( 16 ) — % ( 406 ) — % ( 87,637 ) ( 0.54 ) % Domestic state and local income taxes, net of federal effect (a) 5,818,079 ( 3.10 ) % 3,317,061 11.95 % 3,384,775 20.77 % Foreign tax effect United Kingdom Nontaxable or nondeductible items Impairment 2,156,780 ( 1.15 ) % — — % — — % Other 5,736 — % — — % — — % Changes in valuation allowances 1,842,587 ( 0.98 ) % 4,979,991 17.94 % ( 312,671 ) ( 1.92 ) % Statutory tax rate differences ( 373,656 ) 0.20 % ( 95,953 ) ( 0.35 ) % 6,593 0.04 % Deferred adjustment ( 381,082 ) 0.20 % ( 4,476,129 ) ( 16.13 ) % — — % Other ( 726,559 ) 0.39 % 95,953 0.35 % — — % Effective income tax rate $ 8,868,166 ( 4.73 ) % $ 14,388,422 51.85 % $ 6,244,965 38.33 % (a) State taxes in New York and local taxes in New York City made up the majority (greater than 50%) of the tax effect of this category for the fiscal years ended December 31, 2023 and December 31, 2025. State taxes in New York, local taxes in New York City, and state taxes in California made up the majority (greater than 50%) of the tax effect of this category for the fiscal year ended December 31, 2024. The components of net (loss) income before income tax expense are as follows: F-51 Year Ended December 31, 2025 2024 2023 Net (loss) income before income tax expense: U.S. $ ( 175,480,870 ) $ 30,324,223 $ 16,856,334 Foreign ( 12,018,119 ) ( 2,575,221 ) ( 563,041 ) Total net (loss) income before income tax expense: $ ( 187,498,989 ) $ 27,749,002 $ 16,293,293 The components of income tax expense are as follows: Year Ended December 31, 2025 2024 2023 Current income tax expense: U.S. federal $ 346,042 $ 6,182,372 $ 2,555,164 U.S. state and local 777,059 4,739,545 5,671,320 1,123,101 10,921,917 8,226,484 Deferred income tax expense (benefit): U.S. federal 2,729,737 3,250,410 1,650,695 U.S. state and local 5,015,328 216,095 ( 3,256,914 ) Foreign — — ( 375,300 ) 7,745,065 3,466,505 ( 1,981,519 ) Total income tax expense: U.S. federal 3,075,779 9,432,782 4,205,859 U.S. state and local 5,792,387 4,955,640 2,414,406 Foreign — — ( 375,300 ) $ 8,868,166 $ 14,388,422 $ 6,244,965 Cash paid for income taxes (net of refunds) consist of the following: Year Ended December 31, 2025 2024 2023 U.S. federal $ 954,000 $ 2,577,271 $ 5,452,000 U.S. state and local New York 3,594,985 1,034,331 2,082,361 New York City 2,019,803 1,848,186 1,825,051 Other ( 86,170 ) 421,076 916,698 Total U.S. state 5,528,618 3,303,593 4,824,110 Cash paid for income taxes, net of refunds $ 6,482,618 $ 5,880,864 $ 10,276,110 F-52 Deferred income taxes reflect the net tax effects of temporary differences between the carrying value of assets and liabilities for financial reporting purposes and amounts used for income tax purposes. The temporary differences that give rise to deferred tax assets and liabilities are as follows: December 31, 2025 2024 Deferred tax assets: Allowance for credit loss $ 2,240,224 $ 1,519,406 Accrued expenses 1,341,387 901,403 Lease liabilities 5,954,684 6,001,016 Intangible assets 17,324,699 — Stock compensation 7,438,850 5,982,385 Investments 5,179,361 — Research and development expense 1,934,989 1,399,066 Net operating loss 28,485,951 8,990,407 Charitable contributions 71,813 — Disallowed interest expense 351,744 — U.K. capital allowance 578,387 372,011 Other 294,381 — Total deferred tax asset 71,196,470 25,165,694 Valuation allowance ( 63,639,959 ) ( 6,187,664 ) Deferred income tax assets, net of allowance 7,556,511 18,978,030 Deferred tax liabilities: Prepaid expenses ( 428,676 ) ( 1,007,405 ) Fixed assets ( 816,079 ) ( 1,624,343 ) Right-of-use assets ( 5,772,892 ) ( 5,903,840 ) Intangible assets — ( 1,645,161 ) Investments — ( 349,389 ) Other — ( 25,858 ) Total deferred tax liability ( 7,017,647 ) ( 10,555,996 ) Deferred tax assets, net of allowance $ 538,864 $ 8,422,034 The Company has determined, based upon available evidence, that it is more likely than not that all of the net deferred tax asset will not be realized and, accordingly, has provided a valuation allowance against its net deferred tax asset as of December 31, 2025 and 2024. As of December 31, 2025, 2024 and 2023, the Company had federal net operating loss carryforwards of approximately $ 47,092,015 , $ 0 and $ 0 , respectively. As of December 31, 2025, 2024, and 2023, the Company had approximately $ 29,562,703 , $ 24,273,354 and $ 10,737,510 , respectively, of foreign net operating loss carryforwards. As of December 31, 2025, 2024 and 2023, the Company had state net operating loss carryforward of approximately $ 134,387,803 , $ 36,878,259 and $ 36,422,543 , respectively. The federal net operating loss carryforwards generated after December 31, 2017 of $ 47,092,015 carry forward indefinitely. State and foreign net operating loss carryforwards generated in the tax years from 2017 to 2020 will begin to expire, if not utilized, by 2040. Utilization of the net operating loss carryforwards may be F-53 subject to an annual limitation according to Section 382 of the Internal Revenue Code of 1986, as amended (the “Internal Revenue Code”), and similar provisions. The difference between the statutory income taxes on the Company’s pre-tax loss and the Company’s effective income tax rate during the years ended December 31, 2025 and 2024 is primarily due to a recorded valuation allowance and other state taxes. The valuation allowance for deferred tax assets as of December 31, 2025 and 2024 was $ 63,639,959 and $ 6,187,664 , respectively. The net change in the total valuation allowance for the years ended December 31, 2025, and 2024 was an increase of $ 57,452,295 and $ 4,979,991 , respectively. In assessing the realizability of the deferred tax assets, management considers whether it is more likely than not that some portion or all of the deferred tax assets will not be realized. The ultimate realization of deferred tax assets is dependent upon the generation of future taxable income during the periods in which those temporary differences become deductible. Management considers the scheduled reversals of deferred tax liabilities, projected future taxable income and tax planning strategies in making this assessment. The Company recognizes interest accrued to unrecognized tax benefits and penalties as income tax expense. The Company accrued no penalties or interest during the years ended December 31, 2025, 2024, and 2023. The Company files tax returns as prescribed by the tax laws of the jurisdictions in which it operates. In the normal course of business, the Company is subject to examination by federal and foreign jurisdictions where applicable based on the statute of limitations that apply in each jurisdiction. As of December 31, 2025, open years related to all jurisdictions are 2024, 2023 and 2022. The Company has an on-going tax audit in California as of December 31, 2025. In July 2025, the OBBBA was enacted in the U.S. The OBBBA includes significant provisions, such as permanent extensions of certain expiring provisions of the Tax Cuts and Jobs Act, modifications to the international tax framework and the restoration of favorable tax treatment for certain business provisions. The legislation has multiple effective dates, with certain provisions effective in 2025 and others implemented through 2027. The Company notes that these tax laws did not have a material impact on the Consolidated Financial Statements or the effective income tax rate. 18. 401(k) Plan The Company established a 401(k) plan in January 2022 that qualifies as a deferred compensation arrangement under Section 401 of the Internal Revenue Code. All U.S. employees that complete two months of service with the Company are eligible to participate in the plan. The Company did not make any employer contributions to this plan during the years ended December 31, 2025, 2024, and 2023. 19. Legal Proceedings From time to time, the Company may be involved as a defendant in legal actions that arise in the normal course of its business. In the opinion of management, the Company has adequate legal defense on all legal actions, and the results of any such proceedings would not materially impact the Consolidated Financial Statements of the Company. The Company provides disclosure and records loss contingencies in accordance with the loss contingencies accounting guidance. In accordance with such guidance, the Company establishes accruals for such matters when potential losses become probable and can be reasonably estimated. If the Company determines that a loss is reasonably possible and the loss or range of loss can be estimated, the Company discloses the possible loss in its Consolidated Financial Statements. California Labor Actions On March 30, 2023, Paul Lowe v. Rapid Reliable Testing, LLC, et al. was filed in the Los Angeles Superior Court (the “Lowe Action”). The complaint alleges various wage and hour claims on behalf of the plaintiff and a putative class. The complaint also alleges a derivative class claim for violations of California’s Unfair Competition Law and seeks to bring a representative action pursuant to California’s Private Attorneys General Act of 2004 (“PAGA”). In addition, Corielyn Marie Hall v. Rapid Reliable Testing, LLC, et al. involves two separate actions filed in the Los Angeles Superior Court by plaintiff Corielyn Hall (collectively with the Lowe Action, the “California Labor Actions”). The F-54 first action is a class complaint filed on December 14, 2023. Similar to the Lowe Action, it alleges various wage and hour claims on behalf of the plaintiff and a putative class and asserts a derivative class claim for violations of California’s Unfair Competition Law. The second action brought by Corielyn Hall was filed on February 20, 2024 and brings claims under PAGA. Given the overlapping claims and time periods presented in the California Labor Actions, in an effort to reach a global resolution, these actions were mediated concurrently on February 5, 2025. The parties reached a resolution, in principle, at the mediation for a settlement amount of $ 220,000 . Thereafter, the parties executed the settlement documents memorializing that resolution, and a motion for preliminary approval of the settlement was filed. The hearing on the motion for preliminary approval of the settlement was held on February 6, 2026, at which the court ordered that the parties revise minor terms in the settlement agreement and file supplemental papers. The hearing on the motion for final approval of the settlement is scheduled for August 3, 2026. Stockholder Actions On October 27, 2023, Joe Naclerio, individually and purportedly on behalf of all others similarly situated, filed a putative class action complaint for violation of federal securities laws in the U.S. District Court for the Southern District of New York against the Company, its then-Chairman and former Chief Executive Officer, another former Chief Executive Officer, current Chief Financial Officer and former Chief Financial Officer (who currently serves as Executive Vice President of Strategy). On January 17, 2024, the Court appointed the Genesee County Employees’ Retirement System as the Lead Plaintiff. On March 18, 2024, the Lead Plaintiff filed an amended complaint against the Company, its now former Chairman and Chief Executive Officer, another former Chief Executive Officer and former Chief Financial Officer (who currently serves as Executive Vice President of Strategy). On June 21, 2024, the defendants moved to dismiss the amended complaint. On March 28, 2025, the motion was granted in part and denied in part. On April 25, 2025, the remaining defendants answered the complaint. The parties have reached an agreement to settle the action for an amount of $ 12,500,000 , and on November 18, 2025, the district court entered an order granting preliminary approval of the parties’ settlement agreement, directing notice to the settlement class, and scheduling a final fairness hearing for March 24, 2026. Such amount is covered by the Company’s insurance policy, subject to retention. On May 13, 2025 and June 3, 2025, respectively, two derivative actions were filed nominally on behalf of the Company in the Delaware Court of Chancery by Ryne Shetterly and Salma Daboul against certain current and former members of the Board of Directors, including the Company’s Chief Executive Officer and General Counsel, along with two former Chief Executive Officers, the Company’s Chief Financial Officer and Treasurer and its Executive Vice President of Strategy. Both complaints assert claims for breach of fiduciary duty and other related claims purportedly on behalf of the Company based on substantially similar factual allegations to those asserted in the securities class action matter discussed above, seeking various forms of monetary and injunctive relief. On August 5, 2025, the Delaware Court of Chancery consolidated the two derivative actions, and the parties agreed that the complaint filed in the Daboul action should serve as the operative complaint. The defendants moved to dismiss the consolidated action in October 2025, and rather than oppose, plaintiffs amended their complaint. Defendants moved to dismiss the amended complaint on February 2, 2026, and their motion is currently due to be fully briefed in April 2026. Due to the early stage of these proceedings, the Company cannot reasonably estimate the potential range of loss, if any. On August 19, 2025, Jung Jae Hyung filed another derivative complaint in the United States District Court for the Southern District of New York. The complaint asserts claims similar to those asserted in the consolidated action pending in the Delaware Court of Chancery and seeks relief similar to the relief sought in the consolidated action. He further alleges that he previously made a demand on the Board to assert his claims and the Board ignored it, which he deemed a refusal. The Company’s counsel informed Mr. Hyung’s counsel that the Board had appointed a committee to review his litigation demand, and the parties thereafter agreed pursuant to a stipulation entered on October 20, 2025 to stay the Hyung action while the review proceeds. Due to the early stage of these proceedings, the Company cannot reasonably estimate the potential range of loss, if any. The Company believes there are substantial defenses to these claims. Cybersecurity Action F-55 On August 22, 2024, Maria Ballesteros, individually and on behalf of others similarly situated, filed a complaint against Ambulnz NY, LLC, a subsidiary of the Company (“Ambulnz NY”), in the U.S. District Court for the Southern District of New York arising from a data security incident that the Company experienced in April 2024 (the “Cybersecurity Action”). The Cybersecurity Action alleged negligence, negligence per se, breach of fiduciary duty, breach of implied contract and violations of California’s Unfair Competition Law, the California Privacy Act and the California Consumer Records Act, and sought various forms of monetary and injunctive relief. Before Ambulnz NY responded to the complaint, the parties engaged in early mediation that resulted in a settlement in principle. The plaintiff subsequently dismissed the case from the Southern District of New York without prejudice to provide the parties time to finalize the settlement and for eventual re-filing in Florida state court. The parties thereafter entered into a formal settlement agreement, and the plaintiff re-filed the case in the Circuit Court of the Eleventh Judicial Circuit of Florida on March 21, 2025. The plaintiff also filed a motion for preliminary approval of the settlement on March 24, 2025. On May 2, 2025, the court entered an order granting preliminary approval of the parties’ settlement agreement, directing notice to the settlement class and scheduling a final fairness hearing for August 22, 2025. The settlement class members then had a period of time to file a claim for the benefits under the settlement. The final fairness hearing took place as scheduled on August 22, 2025, and the court entered an order finally approving the settlement and dismissing the action. The settlement is on a claims-made basis, and the cost of the Cybersecurity Action settlement, including all allowed claims filed by settlement class members, plaintiff attorneys’ fees, plaintiff service awards, and the cost of administration, is expected to total approximately $ 337,198 . Such amount is covered by the Company’s cybersecurity insurance. 20. Risk and Uncertainties Risks, Impacts and Uncertainties The Company’s current business plan assumes increased demand for Mobile Health Services. Demand for such services was accelerated by the COVID-19 pandemic, but is also being driven by longer-term secular factors, such as the increasing desire on the part of patients to receive treatments outside of traditional settings, such as doctor’s offices and hospitals. Government Contracts In recent years, the Company’s government contract work has represented a substantial portion of its overall revenue. While the Company’s government contract work declined in 2025, both in absolute dollar terms and as a percentage of overall consolidated revenue, due primarily to the ending of large migrant-related projects in New York, the Company continues to bid on government contracts and expects some revenue from this sector in the future. However, government contract work is subject to risks and uncertainties. Government contract work subjects the Company to government audits, investigations and proceedings, which could also lead to the Company being barred from government work or subjected to fines if it is determined that a statute, rule, regulation, policy or contractual provision has been violated. Audits can also lead to adjustments to the amount of contract costs that the Company believes are reimbursable or to the ultimate amount the Company may be paid under the agreement. Furthermore, a shift in government policies or priorities, at either the federal, state or local level, surrounding the allocation of public spending to health care-related projects, could have a large impact on the Company’s revenues in this area. A loss of or decline in government contract work, if not offset by revenues from new or other existing customers, could have a material adverse effect on the Company’s business, financial condition, and results of operations. Liquidity and Going Concern Refer to Note 2 for the Company’s liquidity and going concern assessment. Nasdaq Notice On January 26, 2026, the Company received a letter from the Listing Qualifications Department of Nasdaq notifying the Company that, based upon the closing bid price of the Common Stock from December 9, 2025 to January 23, 2026, the Company is not currently in compliance with Nasdaq Listing Rule 5550(a)(2), which requires the Company to maintain a minimum bid price of $1.00 per share for continued listing on The Nasdaq Capital Market. In accordance with Nasdaq Listing Rule 5810(c)(3)(A), the Company has a period of 180 calendar days from the date of the Notice—or until July 27, F-56 2026—to regain compliance with the Minimum Bid Requirement. To regain compliance, the closing bid of the Common Stock must meet or exceed $1.00 per share for a minimum of ten consecutive business days prior to July 27, 2026. If the Company is not in compliance with the Minimum Bid Requirement by July 27, 2026, the Company may be eligible for a second 180 calendar day compliance period. To qualify, the Company will be required to meet the continued listing requirement for market value of publicly held shares and all other initial listing standards for The Nasdaq Capital Market, with the exception of the Minimum Bid Requirement, and the Company would be required to notify Nasdaq of its intent to cure the deficiency during the second compliance period, which may include effecting a reverse stock split, if necessary. If the Company meets these requirements, Nasdaq will inform the Company that it has been granted an additional 180 calendar days. However, if it appears to the Staff that the Company will not be able to cure the deficiency, or if the Company is otherwise not eligible, Nasdaq will provide notice that the Company’s securities are subject to delisting. The Company would then be entitled to appeal that determination to a Nasdaq hearings panel. The Notice had no immediate effect on the continued listing status of the Common Stock on The Nasdaq Capital Market, and therefore, the Company’s listing remains fully effective. 21. Subsequent Events The Company has evaluated subsequent events through the filing date of this Annual Report on Form 10-K and has determined that there were no events occurring after the balance sheet date that would require adjustments to the financial statements or additional disclosures. F-57 Table of Contents Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure. None.