Item 5. Other Information
Item 5. 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.
Mr. Bienstock’s Executive Agreement provides for an annual base salary of $785,000 and a target annual bonus of 100% of base salary; Mr. Rosenberg’s Executive Agreement provides for an annual base salary of $492,000 and a target annual bonus of 83% of base salary; and Mr. 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); (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; (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.
(c) Trading Plans
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).
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Item 6. Exhibits
Exhibit
Number Description
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 Executive Employment Agreement, dat ed Ma y 7, 2026, by and between the Company and Lee Bienstock.
10.2#*
Amended and Restated Executive Employment Agreement, dated Ma y 7, 2026, by and between the Company and Norman Rosenberg .
10.3#*
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 .
31.2* Certification of the Principal Financial Officer Pursuant to Rules 13a-14(a) and 15d-14(a) of the Exchange Act .
32.1** Certification of the Principal Executive Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
32.2** Certification of the Principal Financial Officer Pursuant to Rule 13a-14(b) of the Exchange Act and 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 .
101.INS* Inline XBRL Instance Document.
101.SCH* Inline XBRL Taxonomy Extension Schema Document.
101.CAL* Inline XBRL Taxonomy Extension Calculation Linkbase Document.
101.DEF* Inline XBRL Taxonomy Extension Definition Linkbase Document.
101.LAB* Inline XBRL Taxonomy Extension Label Linkbase Document.
101.PRE* Inline XBRL Taxonomy Extension Presentation Linkbase Document.
104 Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
* Filed herewith.
** Furnished herewith.
# Indicates management contract or compensatory plan or arrangement.
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SIGNATURES
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.
DocGo Inc.
Date: May 11, 2026
By: /s/ Lee Bienstock
Lee Bienstock
Chief Executive Officer
Date: May 11, 2026
By: /s/ Norman Rosenberg
Norman Rosenberg
Chief Financial Officer and Treasurer
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Text extracted from the filing as submitted to EDGAR. Formatting, tables and exhibits are simplified for reading; the original document is authoritative for anything you rely on.