What changed in this filing

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Item 5. Other Information

2026-05-11 compared with 2025-11-10 · 29 added, 9 removed, 27 unchanged (58% of the section changed)

Other Information

(a) Amended and Restated Executive Employment Agreements

On May 7, 2026, the Company entered into Amended and Restated Executive Employment Agreements (collectively, the “Executive Agreements”) with each of Lee Bienstock, Norman Rosenberg and Stephen Sugrue (each, an “Executive”).

Each Executive Agreement provides for an initial term expiring on December 31, 2026 and annual renewal thereafter upon 60 days’ written notice by both parties.

Bienstock’s Executive Agreement provides for an annual base salary of $785,000 and a target annual bonus of 100% of base salary;

Rosenberg’s Executive Agreement provides for an annual base salary of $492,000 and a target annual bonus of 83% of base salary;

Sugrue’s Executive Agreement provides for an annual base salary of $426,000 and a target annual bonus of 70% of base salary.

Each Executive is also eligible to receive annual equity grants.

The Executive Agreements provide that upon termination of employment, the Executive will receive any accrued but unpaid base salary and other accrued and unpaid compensation, including any accrued but unpaid vacation.

If the termination is an “involuntary termination without cause” or a resignation for “good reason” or the result of the Executive Agreement expiring due to non-renewal (each a “Covered Termination” and as defined in the Executive Agreements), the Executive will be entitled to receive the severance benefits described below, as applicable, provided that the Executive (A) delivers an effective general release of all claims against the Company and its affiliates in a form provided by the Company that becomes effective and irrevocable within 60 days following the Covered Termination and (B) continues to comply with customary confidentiality, non-competition, customer non-solicitation and non-interference, and employee non-solicitation and non-interference covenants set forth in the Executive Agreements.

In connection with a Covered Termination that does not occur during the period beginning three months prior to a “change in control” (as defined in the 2021 Plan) and ending 12 months after a change in control, the Executive would be entitled to the following severance benefits:

(i) a cash payment equal to 12 months of the Executive’s base salary payable in equal installments over 12 months (or in the case of Mr.

Sugrue, six months of the Executive’s base salary payable in equal installments over six months);

(ii) a pro rata portion of the Executive’s annual bonus for the fiscal year of termination based on actual achievement of the bonus objectives and the number of days the Executive was employed during the fiscal year;

and (iii) payment or reimbursement for the premium for the Executive and the Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 12-month anniversary of the date of the Executive’s termination of employment (or in the case of Mr.

Sugrue, the six-month anniversary of the date of termination of employment), and (B) the date the Executive and the Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s).

In connection with a Covered Termination during the period beginning three months prior to a Change in Control and ending 12 months after a Change in Control, each Executive would be entitled to:

(i) a lump sum cash payment equal to the sum of (A) the Executive’s base salary and (B) the Executive’s target bonus (or in the case of Mr.

Sugrue, 0.5 times such sum);

(iii) the amount of any annual bonus earned, but not yet paid, for the fiscal year prior to the Executive’s termination;

and (iv) payment or reimbursement for the premium for the Executive and the Executive’s covered dependents to maintain continued health coverage pursuant to the provisions of COBRA through the earlier of (A) the 12-month anniversary of the date of the Executive’s termination of employment (or in the case of Mr.

Sugrue, the six-month anniversary of the date of termination of employment) and (B) the date the Executive and the Executive’s covered dependents, if any, become eligible for healthcare coverage under another employer’s plan(s).

The Executive Agreements provide for a “best net” after-tax Section 280G provision where the Executive receives the best after-tax result but is not eligible to receive any tax gross-ups, to the extent any payments made pursuant to the Executive Agreements or otherwise would constitute a “parachute payment” under Internal Revenue Code Section 280G.

The foregoing summary of the Executive Agreements does not purport to be complete and is qualified in its entirety by reference to the full text of the Executive Agreements, copies of which are filed as Exhibits 10.1, 10.2 and 10.3 to this Quarterly Report on Form 10-Q and incorporated herein by reference.

During the three months ended September 30, 2025, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K).

During the three months ended March 31, 2026, none of our directors or officers (as defined in Rule 16a-1 under the Exchange Act) adopted , modified or terminated a “Rule 10b5-1 trading arrangement” or “non-Rule 10b5-1 trading arrangement” (as those terms are defined in Item 408 of Regulation S-K).

Number Description

A greement and Plan of Merger, dated as of October 20, 2025, by and among Holdings, SteadyMD and Shareholder Representative Services LLC (incorporated by reference to Exhibit 2.1 of the Com pany ’ s Current Report on F orm 8-K /A , filed with the SEC on October 21, 202 5).

3.1 Second Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 of the Company’s Current Report on Form 8-K, filed with the SEC on November 12, 2021).

3.2 Amended and Restated Bylaws (incorporated by reference to Exhibit 3.2 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on November 6, 2023).

10.1 Amended and Restated Credit Agreement, dated August 7, 2025, among DocGo Inc., the lender parties thereto, and Citibank, N.A., as administrative agent (incorporated by reference to Exhibit 10.1 of the Company’s Quarterly Report on Form 10-Q, filed with the SEC on August 7 , 202 5 ).

Amended and Restated Executive Employment Agreement, dat ed Ma y 7, 2026, by and between the Company and Lee Bienstock.

Amended and Restated Executive Employment Agreement, dated Ma y 7, 2026, by and between the Company and Norman Rosenberg .

Amended and Restated Executive Employment Agreement, dated Ma y 7, 2026, by and between the Company and Stephen Sugrue .

31.1* Certification of the Principal Executive Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act .

11 unchanged sentences

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

† Certain exhibits and schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K.

The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules upon request by the U.S.

Securities and Exchange Commission;

provided, that the Company may request confidential treatment pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended, for any schedules so furnished.

* Filed herewith.

** Furnished herewith.

# Indicates management contract or compensatory plan or arrangement.

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

November 10, 2025

/s/ Lee Bienstock

1 unchanged sentence

Chief Executive Officer

November 10, 2025

/s/ Norman Rosenberg

2 unchanged sentences

Compared sentence by sentence after normalising whitespace, quotation marks, case and digits, so re-formatting and restated figures do not read as changed language. Wording changes appear as one removal and one addition. The current filing and the prior one are authoritative.

What changed 10-Q

Item 5. Other Information