What changed in this filing

/stocks — the workspaceLOADING

Item 2. Management’s Discussion and Analysis

2026-08-17 compared with 2026-05-11 · 191 added, 97 removed, 428 unchanged (40% of the section changed)

58 unchanged sentences

our M&A activity and success of our acquisition strategy;

our ability to retain our

workforce and management personnel and successfully manage leadership transitions;

our ability to successfully

integrate Hicuity and realize the expected synergies from the Merger;

our ability to retain our workforce and management personnel and successfully manage leadership transitions;

the availability of healthcare professionals and other personnel;

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our ability to collect on customer receivables;

risks associated with our share repurchase program;

risks associated with our share repurchase program, including whether our lenders allow us to make share repurchases;

overall macroeconomic and geopolitical conditions, including the interest rate environment, the inflationary environment, the potential recessionary environment, regional conflict and tensions, financial institution instability and the ongoing or any future shutdown of the U.S.

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Net revenue from Transportation Services is derived from the transportation of patients based on billings to third party payors and healthcare facilities.

For the three months ended March 31, 2026, the Company recorded a net loss of $16.7 million, compared to net loss of $11.1 million for the three months ended March 31, 2025.

For the three months ended June 30, 2026, the Company recorded a net loss of $18.0 million, compared to a net loss of $13.3 million for the three months ended June 30, 2025.

For the six months ended June 30, 2026, the Company recorded a net loss of $34.7 million, compared to a net loss of $24.3 million in the six months ended June 30, 2025.

See “Results of Operations” for the Company’s evaluation of these results.

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The inflation rate in the United States, as measured by the Consumer Price Index, has generally trended down since the middle of 2023.

This data is reported monthly, showing year-over-year changes in prices across a basket of goods and services.

This data is reported monthly, showing year-over-year changes in prices across a basket of goods and

The inflation rate declined to 2.7% for the full year 2025, down from 2.9% in 2024, 3.4% in 2023 and 6.5% in 2022.

In March 2026, the annual inflation rate increased to 3.3%, from 2.4% in February, which was the lowest reading

since February 2021.

The increase in March was driven by fuel prices.

In June 2026, the annual inflation rate decreased to 3.8%, from 4.2% in May, which was the highest reading since April 2023.

The increase in recent months has been driven by fuel prices.

An increased inflation rate, such as that witnessed between 2021 and the first half of 2023, could have an impact on DocGo’s expenses in several areas, including wages, fuel and medical and other supplies.

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Federal Reserve implemented three interest rate cuts in September, October and December of 2025, lowering its benchmark rate (the “federal funds rate”) to the current level of 3.50-3.75% as of the date of this Quarterly Report on Form 10-Q.

Looking out through the rest of 2026, DocGo anticipates that the inflation rate will remain at or near the currently more moderate level, with an annual rate similar to those witnessed in 2024-2025 and the 2010-2020 period, when the annual inflation rate ranged from 0.1% to 3.2%.

Looking out through the rest of 2026, DocGo anticipates that fuel prices will moderate, particularly as the third quarter comes to a close, and that the inflation rate will remain at or near the currently more moderate level, with an annual rate similar to those witnessed in 2024-2025 and the 2010-2020 period, when the annual inflation rate ranged from 0.1% to 3.2%.

However, if inflation is above the levels that DocGo anticipates, gross margins could be below plan and as a result, DocGo’s business, operating results and cash flows may be adversely affected.

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This metric does not include instances where a trip is ordered and subsequently either canceled (by the customer) or declined (by the Company).

As trip volume represents the most basic unit of transportation service provided by the Company, the Company believes it is a good measure of the level of demand for the Company’s Transportation Services and is used by management to monitor and manage the scale of the business.

As trip volume represents the most basic unit of transportation service provided by the Company, we believe it is a good measure of the level of demand for our Transportation Services and is used by management to monitor and manage the scale of the business.

The average trip price is calculated by dividing the aggregate revenue from the total number of trips by the total number of trips and is an important indicator of the effective rate at which the Company is being compensated for its provision of Transportation Services.

The average trip price is influenced by the level of acuity of the trip (for example, basic life saving (BLS) versus advanced life saving (ALS), as well as by the type of payer (commercial insurance, contracted rate with the facility, private pay, Medicare or Medicaid).

The average trip price is influenced by the level of acuity of the trip (for example, basic life support (BLS) versus advanced life support (ALS), as well as by the type of payer (commercial insurance, contracted rate with the facility, private pay, Medicare or Medicaid).

Revenues generated from programs under which the Company is paid a fixed hourly or daily rate for the use of a fully staffed and equipped ambulance do not factor in the trip counts or average trip prices mentioned above.

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Future acquisitions may also include companies that may help drive revenue, profitability, cash flow and stockholder value.

The Company did not complete any acquisitions during the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company completed one acquisition, for $4.2 million.

The Company did not complete any acquisitions during the six months ended June 30, 2026.

During the six months ended June 30, 2025, the Company completed one acquisition, for $4.2 million.

Investing in R&D and AI

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These initiatives may require significant capital and operating expenditures, specialized technical expertise, access to high-quality data, robust computing infrastructure, and effective governance and controls.

Our ability to realize anticipated benefits from AI adoption, ML training, and workforce automation depends on, among other things, our ability to executive effectively, maintain model performance and reliability over time, manage the risks associated with bias, errors, data quality, and security, comply with evolving legal and regulatory requirements, and achieve adoption by employees, customers, and partners.

customers, and partners.

If we fail to innovate, deploy, and scale these capabilities, or if our investments do not produce the expected returns, our market position, operating results, and revenue may be adversely affected.

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Within the Transportation Services segment, these expenses are often related to our efforts to attract and retain personnel.

Measured as a percentage of revenues, sales, advertising and marketing costs tend to be higher for the Mobile Health segment than in the Transportation Services segment.

As we expect that Mobile Health segment to account for a larger proportion of overall revenues going forward, we would anticipate that selling, advertising and marketing expenses could increase as a percentage of overall consolidated revenues.

Interest Expense

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These expenses are determined by the amounts of debt that are outstanding, as well as market interest rates, which form the basis for the interest expenses relating to our Prior Revolving Facility.

Interest expense also includes interest paid under the terms of our finance and operating equipment leases.

Interest expense is reported on a net basis, so that interest income earned on the Company’s cash and investment balances serves to offset part or all of our interest expense in a particular period.

Results of Operations

Comparison of the Three Months Ended March 31, 2026 and 2025

Three Months Ended March 31, Change

Comparison of the Three Months Ended June 30, 2026 and 2025

Three Months Ended June 30, Change

$ in Millions 2026 2025

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Loss from operations (17.9) (24.4) % (17.5) (21.8) % (0.4) (2.3) %

Other (expense) income:

Interest expense, net (0.1) (0.1) % (0.5) (0.6) % 0.4 80.0 %

Other income (expense) 0.1 0.1 % 0.1 0.1 % — — %

Total other (expense) income — — % (0.4) (0.5) % 0.4 100.0 %

Net loss before income tax (provision) benefit (17.9) (24.4) % (17.9) (22.3) % — — %

(Provision for) benefit from income taxes (0.1) (0.1) % 4.6 5.8 % (4.7) (102.2) %

Net loss (18.0) (24.5) % (13.3) (16.5) % (4.7) (35.3) %

Net loss attributable to noncontrolling interests (2.2) (3.0) % (2.1) (2.6) % (0.1) (4.8) %

Net loss attributable to stockholders of DocGo Inc.

and Subsidiaries $ (15.8) (21.5) % $ (11.2) (13.9) % $ (4.6) (41.1) %

For the three months ended June 30, 2026, total revenues were $73.4 million, a decrease of $7.0 million, or 8.7%, compared to the three months ended June 30, 2025.

Mobile Health Services

For the three months ended June 30, 2026, Mobile Health Services revenues were $21.4 million, a decrease of $9.4 million, or 30.5%, compared to the three months ended June 30, 2025.

The decline in revenues was due to the ongoing wind-down of migrant-related services, which had ramped up sharply in the third quarter of 2023 and peaked in the first quarter of 2024.

Starting in the second quarter of 2023, the Company began providing services to the recently arrived migrant population in New York City and in upstate New York.

These projects, which included both medical and non-medical

services, such as shelter and security, expanded throughout the third and fourth quarters of 2023 and into the first quarter of 2024.

However, some of these services were provided pursuant to a contract with an ending date during the second quarter of 2024.

A portion of that contract was extended through December 31, 2024, while other services began to wind down in May 2024.

The wind-down of all services under such contract was completed in the fourth quarter of 2024.

The wind-down of the remaining migrant-related services under other contracts was completed in the fourth quarter of 2025, and the Company expects that the revenues from any remaining migrant-related projects will be relatively insignificant in 2026.

As such, despite the Company’s expectation for revenue growth in other business lines within the Mobile Health Services segment, we expect that overall Mobile Health Services revenues will be lower in 2026 than they were in 2025, given the absence of migrant-related project revenues.

Offsetting the decline in revenues from migrant-related services was the inclusion in the current year period of virtual care revenues from SteadyMD, which was acquired in October 2025.

Transportation Services

For the three months ended June 30, 2026, Transportation Services revenues were $52.0 million, an increase of $2.4 million, or 4.8%, compared to the three months ended June 30, 2025.

This increase was due to a 10.8% increase in U.S.

trip volumes, to 80,447 trips in the three months ended June 30, 2026, from 72,598 trips for the three months ended June 30, 2025.

The average trip price increased to $426 in the three months ended June 30, 2026, from $410 in the three months ended June 30, 2025.

The biggest volume gains were witnessed in New York, Texas and Tennessee.

These increases in volumes and average trip price in the U.S.

were partially offset by declines in the U.K.

Cost of revenues

For the three months ended June 30, 2026, total cost of revenues (exclusive of depreciation and amortization) decreased by 7.3% compared to the three months ended June 30, 2025, while revenues decreased by approximately 8.7%.

Cost of revenues as a percentage of revenues increased to 69.5% in the three months ended June 30, 2026 from 68.4% in the three months ended June 30, 2025.

Total cost of revenues in the three months ended June 30, 2026 decreased by $4.0 million compared to the same period in 2025.

This decrease was primarily attributable to a $2.9 million decrease in total compensation, a $0.4 million decline in subcontracted labor costs and a $0.2 decline in lab fees, driven by the Mobile Health Services segment, due to the absence of migrant-related projects during the current year period.

There was also a net decrease of $0.5 million, across a variety of cost of revenues categories.

For the Mobile Health Services segment, cost of revenues (exclusive of depreciation and amortization) in the three months ended June 30, 2026 amounted to $15.6 million, down 25.0% from $20.8 million in the three months ended June 30, 2025.

Cost of revenues as a percentage of revenues increased to 72.9% from 67.5% in the prior year period, due to the decline in Mobile Health Services revenues from migrant-related projects and the inclusion of lower margin virtual care revenues from the Steady MD business line in the current year period only.

These factors outweighed the year-over-year growth in higher margin service lines, such as mobile phlebotomy and remote patient monitoring.

For the Transportation Services segment, cost of revenues (exclusive of depreciation and amortization) in the three months ended June 30, 2026 amounted to $35.4 million, up 3.5% from $34.2 million in the three months ended June 30, 2025.

Cost of revenues as a percentage of revenues decreased to 68.1% from 69.0% in the prior year quarter, due to the revenue increase, which outweighed the effect of increased compensation and higher vehicle costs.

Total compensation increased by 2.6% year-over-year, reflecting increased field headcount and temporary increases in the effective hourly wage for certain shifts in some of the Company’s markets, as the Company aggressively expands its staff in order to reduce its reliance on subcontractors.

Costs for subcontractors declined by 17.9% when compared to last year’s second quarter, reflecting a planned reduction in the number of ambulance trips that were completed by subcontractors in instances where the Company previously did not have sufficient personnel capacity to provide the requested services.

Vehicle costs were driven higher primarily due to increased fuel costs, reflecting higher prices for gasoline throughout the quarter, which have continued into the third quarter.

Operating expenses

For the three months ended June 30, 2026, the Company recorded $40.3 million of operating expenses compared to $42.9 million for the three months ended June 30, 2025, a decrease of 6.1%.

As a percentage of revenue, operating expenses increased from 53.4% in the second quarter of 2025 to 54.9% in the second quarter of 2026, reflecting the decrease in revenues described above.

The decrease of $2.6 million in operating expenses related primarily to a decline of $0.5 million in total compensation, a $0.6 million decline in subcontractor costs and a $1.3 million decline in depreciation and

amortization, reflecting the writedown of intangible assets in the third and fourth quarters of 2025.

There was also a net decline of $0.2 million across a variety of other operating expense categories.

For the Mobile Health Services segment, operating expenses in the three months ended June 30, 2026 were $11.0 million, up 3.8% from $10.6 million in the three months ended June 30, 2025, as the investments made in the Company’s nascent care gap closure business and the inclusion of operating expenses from the SteadyMD business which was acquired in October 2025 outweighed the elimination of operating expenses related to the wound-down migrant-related projects.

Operating expenses as a percentage of revenues increased to 51.4% in the second quarter of 2026, from 34.4% in the second quarter of 2025, reflecting the significant drop in Mobile Health Services revenues in relation to cessation of migrant-related projects in New York at the end of 2025.

For the Transportation Services segment, operating expenses in the three months ended June 30, 2026 were $16.3 million, up 1.2% from $16.1 million in the three months ended June 30, 2025.

Operating expenses as a percentage of revenues decreased slightly, to 31.3% for the three months ended June 30, 2026 from 32.5% in the three months ended June 30, 2025, as the increased revenues outweighed the increased compensation for non-field personnel, to support the ongoing growth of that segment.

For the Corporate segment, which represents primarily shared services that are not contained within the entities included in either the Mobile Health Services or Transportation Services segments, operating expenses in the three months ended June 30, 2026 were $13.0 million, down 19.8% from $16.2 million in the three months ended June 30, 2025, due to reduced corporate headcount, lower subcontractor costs and a 34% decline in professional fees, all relating to the Company’s ongoing cost-cutting efforts.

Corporate expenses amounted to approximately 17.7% of total consolidated revenues in the second quarter of 2026, compared to 20.1% in the second quarter of 2025, despite the decline in total consolidated revenues, reflecting the impact of these cost-cutting efforts.

Interest expense, net

During the three months ended June 30, 2026, the Company recorded a $0.1 million interest expense, net compared to a $0.5 million interest expense, net in the three months ended June 30, 2025.

Interest expenses and related fees on borrowings under the Prior Revolving Facility outweighed interest earned on balances in the Company’s interest-bearing accounts in both of the three month periods ended June 30, 2026 and 2025.

Loss on equity method investment

The Company did not record a gain or loss on equity method investment for the three months ended June 30, 2026.

During the three months ended June 30, 2025, the Company recorded a loss on equity method investments of $38,817, representing its share of the losses incurred by an entity in which the Company has a minority interest.

Loss on disposal of fixed assets

During the three months ended June 30, 2026, the Company recorded a $39,574 loss on disposal of fixed assets compared to a $48,354 loss on disposal of fixed assets in three months ended June 30, 2025.

Other income (expense)

The Company recorded other income of $0.1 million for three months ended June 30, 2026 and 2025.

(Provision for) benefit from income taxes

During the three months ended June 30, 2026, the Company recorded an income tax provision of $0.1 million, compared to an income tax benefit of $4.6 million in the three months ended June 30, 2025.

Net loss attributable to noncontrolling interests

For the three months ended June 30, 2026, the Company had net loss attributable to noncontrolling interests of approximately $2.2 million, compared to net loss attributable to noncontrolling interests of approximately $2.1 million for the three months ended June 30, 2025.

Comparison of the Six Months Ended June 30, 2026 and 2025

Six Months Ended June 30, Change

$ in Millions 2026 2025

Actual Results % of Total Revenue Actual Results % of Total Revenue

Revenues, net $ 149.0 100.0 % $ 176.5 100.0 % $ (27.5) (15.6) %

Cost of revenues (exclusive of depreciation and amortization, which is shown separately below) $ 102.7 68.9 % $ 120.2 68.1 % $ (17.5) (14.6) %

Operating expenses:

General and administrative $ 60.6 40.7 % $ 64.2 36.4 % $ (3.6) (5.6) %

Depreciation and amortization $ 5.3 3.6 % $ 7.7 4.4 % $ (2.4) (31.2) %

Legal and regulatory $ 9.1 6.1 % $ 8.6 4.9 % $ 0.5 5.8 %

Technology and development $ 7.1 4.8 % $ 6.6 3.7 % $ 0.5 7.6 %

Sales, advertising and marketing $ 0.8 0.5 % $ 0.7 0.4 % $ 0.1 14.3 %

Total expenses $ 185.6 124.6 % $ 208.0 117.9 % $ (22.4) (10.8) %

Loss from operations $ (36.6) (24.6) % $ (31.5) (17.9) % $ (5.1) (16.2) %

Other (expense) income:

Interest expense, net $ (0.2) (0.1) % $ (0.9) (0.5) % $ 0.7 77.8 %

Loss on change in fair value of contingent consideration $ (2.8) (1.9) % — — % $ (2.8) (100.0) %

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Loss on equity method investment $ — — % $ (0.1) (0.1) % $ 0.1 100.0 %

(Loss) gain on disposal of fixed assets (0.1) (0.1) % — — % (0.1) (100.0 %)

Loss on disposal of fixed assets $ (0.1) (0.1) % $ — — % $ (0.1) (100.0) %

Other income (expense) $ 0.4 0.3 % (0.2) (0.1) % $ 0.6 300.0 %

Total other income (expense) 2.0 2.7 % (0.8) (0.8) % 2.8 350.0 %

Net loss before income tax (expense) benefit (16.7) (22.0) % (14.8) (15.5) % (1.9) (12.8) %

Total other (expense) income $ 2.0 1.3 % (1.2) (0.7) % $ 3.2 266.7 %

Net loss before income tax (provision) benefit $ (34.6) (23.2) % $ (32.7) (18.5) % $ (1.9) (5.8) %

(Provision for) benefit from income taxes $ (0.1) (0.1) % $ 8.4 4.7 % $ (8.5) (102.1) %

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and Subsidiaries $ (30.6) (20.5) % $ (20.5) (11.6) % $ (10.1) (49.3) %

For the three months ended March 31, 2026, total revenues were $75.5 million, a decrease of $20.5 million, or 21.4%, compared to the three months ended March 31, 2025.

For the six months ended June 30, 2026, total revenues were $149.0 million, a decrease of $27.5 million, or 15.6%, compared to the six months ended June 30, 2025.

Mobile Health Services

For the three months ended March 31, 2026, Mobile Health Services revenues were $23.6 million, a decrease of $21.6 million, or 47.8%, compared to the three months ended March 31, 2025.

For the six months ended June 30, 2026, Mobile Health Services revenues were $45.0 million, a decrease of $30.9 million, or 40.7%, compared to the six months ended June 30, 2025.

The decline in revenues was due to the ongoing wind-down of migrant-related services, which had ramped up sharply in the third quarter of 2023 and peaked in the first quarter of 2024.

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Transportation Services

For the three months ended March 31, 2026, Transportation Services revenues were $51.9 million, an increase of $1.1 million, or 2.2%, compared to the three months ended March 31, 2025.

For the six months ended June 30, 2026, Transportation Services revenues were $104.0 million, an increase of $3.5 million, or 3.5%, compared to the six months ended June 30, 2025.

This increase was due to a 9.2% increase in U.S.

trip volumes, to 79,712 trips in the three months ended March 31, 2026, from 74,130 trips for the three months ended March 31, 2025.

The average trip price increased to $408 in the three months ended March 31, 2026, from $378 in the three months ended March 31, 2025.

trip volumes, to 160,159 trips in the six months ended June 30, 2026, from 146,728 trips for the six months ended June 30, 2025.

The average trip price increased to $417 in the six months ended June 30, 2026, from $394 in the six months ended June 30, 2025.

The biggest volume gains were witnessed in New York, Texas and Tennessee.

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Cost of revenues

For the three months ended March 31, 2026, total cost of revenues (exclusive of depreciation and amortization) decreased by 20.7% compared to the three months ended March 31, 2025, while revenues decreased by approximately 21.4%.

Cost of revenues as a percentage of revenues increased to 68.5% in the three months ended March 31, 2026 from 67.9% in the three months ended March 31, 2025.

Total cost of revenues in the three months ended March 31, 2026 decreased by $13.5 million compared to the same period in 2025.

For the six months ended June 30, 2026, total cost of revenues (exclusive of depreciation and amortization) decreased by 14.6% compared to the six months ended June 30, 2025, while revenues decrease by approximately 15.6%.

Cost of revenues as a percentage of revenues increased to 68.9% in the six months ended June 30, 2026 from 68.1% in the six months ended June 30, 2025.

Total cost of revenues in the six months ended June 30, 2026 decreased by $17.5 million compared to the same period in 2025.

This decrease was primarily attributable to a $9.6 million decrease in total compensation and a $7.1 million decline in subcontracted labor costs, driven by the Mobile Health Services segment, due to the absence of migrant-related projects during the current year period.

For the Mobile Health Services segment, cost of revenues (exclusive of depreciation and amortization) in the three months ended March 31, 2026 amounted to $16.3 million, down 47.9% from $31.3 million in the three months ended March 31, 2025.

Cost of revenues as a percentage of revenues decreased to 69.1% from 69.2% in the prior year period, despite the decline in Mobile Health Services revenues from migrant-related projects, due to year-over-year growth in higher margin service lines, such as mobile phlebotomy and remote patient monitoring.

For the Transportation Services segment, cost of revenues (exclusive of depreciation and amortization) in the three months ended March 31, 2026 amounted to $35.4 million, up 4.4% from $33.9 million in the three months ended March 31, 2025.

There was also a net decline of $0.8 million across several cost of revenues categories.

For the Mobile Health Services segment, cost of revenues (exclusive of depreciation and amortization) in the six months ended June 30, 2026 amounted to $32.0 million, down 38.6% from $52.1 million in the six months ended June 30, 2025.

Cost of revenues as a percentage of revenues increased to 71.1% from 68.6% in the prior year period, as the decline in Mobile Health Services revenues from migrant-related projects outweighed the growth in higher margin service lines, such as mobile phlebotomy and remote patient monitoring.

For the Transportation Services segment, cost of revenues (exclusive of depreciation and amortization) in the six months ended June 30, 2026 amounted to $70.7 million, up 3.8% from $68.1 million in the six months ended June 30, 2025.

Cost of revenues as a percentage of revenues increased to 68.0% from 67.8% in the prior year quarter, despite the revenue increase, due to increased compensation and higher vehicle costs.

Total compensation increased by 5.3% year-over-year, reflecting increased field headcount and temporary increases in the effective hourly wage for certain shifts in some of the Company’s markets, as the Company aggressively expands its staff in order to reduce its reliance on subcontractors.

Costs for subcontractors declined by 27.7% when compared to last year’s first quarter, reflecting a planned reduction in the number of ambulance trips that were completed by subcontractors in instances where the Company previously did not have sufficient personnel capacity to provide the requested services.

Vehicle costs were driven higher primarily due to increased fuel costs, reflecting higher prices for gasoline in the month of March, which have continued into the second quarter.

Costs for subcontractors declined by 21.1% when compared to last year’s first half, reflecting a planned reduction in the number of ambulance trips that were completed by subcontractors in instances where the Company previously did not have sufficient personnel capacity to provide the requested services.

Vehicle costs were driven higher primarily due to increased fuel costs, reflecting higher prices for gasoline starting in March, which continued throughout the second quarter.

Operating expenses

For the three months ended March 31, 2026, the Company recorded $42.5 million of operating expenses compared to $44.8 million for the three months ended March 31, 2025, a decrease of 5.1%.

As a percentage of revenue, operating expenses increased from 46.7% in the first quarter of 2025 to 56.3% in the first quarter of 2026, reflecting the decrease in revenues described above.

The decrease of $2.3 million in operating expenses related primarily to a decline of $1.5 million in total compensation, as a 27% reduction in compensation in the Corporate segment outweighed increases in the Mobile Health Services and Transportation Services segments.

For the Mobile Health Services segment, operating expenses in the three months ended March 31, 2026 were $11.0 million, down 3.5% from $11.4 million in the three months ended March 31, 2025, as the elimination of operating expenses related to the wound-down migrant-related projects outweighed investments made in the Company’s nascent care gap closure business and the inclusion of operating expenses from the SteadyMD business which was acquired in October 2025.

Operating expenses as a percentage of revenues increased to 46.6% in the first quarter of 2026, from 25.2% in the first quarter of 2025, reflecting the significant drop in Mobile Health Services revenues in relation to cessation of migrant-related projects in New York at the end of 2025.

For the Transportation Services segment, operating expenses in the three months ended March 31, 2026 were $16.8 million, up 7.0% from $15.7 million in the three months ended March 31, 2025.

Operating expenses as a percentage of revenues increased slightly, to 32.4% for the three months ended March 31, 2026 from 30.9% in the three months ended March 31, 2025, primarily due to increased compensation for non-field personnel, to support the ongoing growth of that segment.

For the Corporate segment, which represents primarily shared services that are not contained within the entities included in either the Mobile Health Services or Transportation Services segments, operating expenses in the three months ended March 31, 2026 were $14.7 million, down 16.9% from $17.7 million in the three months ended March 31, 2025, as reduced corporate headcount and lower subcontractor costs, relating to the Company’s ongoing cost-cutting efforts, outweighed an increase in professional fees outweighed a decline in subcontractor expenses.

Corporate expenses amounted to approximately 19.5% of total consolidated revenues in the first quarter of 2026, compared to 18.4% in the first quarter of 2025, reflecting the decline in total consolidated revenues.

For the six months ended June 30, 2026, the Company recorded $82.9 million of operating expenses compared to $87.8 million for the six months ended June 30, 2025, a decrease of 5.6%.

As a percentage of revenue, operating expenses

increased from 49.7% in the second quarter of 2025 to 55.6% in the second quarter of 2026, reflecting the decrease in revenues described above.

The decrease of $4.9 million in operating expenses related primarily to a decline of $2.0 million in total compensation, a reduction of $1.5 million in subcontractor costs and a $2.4 million decline in depreciation and amortization charges, reflecting write-downs of intangible assets in the second half of 2025, partially offset by $1.0 million increases in legal, regulatory, and technology and development expenses.

For the Mobile Health Services segment, operating expenses in both the six months ended June 30, 2026 and 2025 were $22.1 million, as the elimination of operating expenses related to the wound-down migrant-related projects were offset by investments made in the Company’s nascent care gap closure business and the inclusion of operating expenses from the SteadyMD business which was acquired in October 2025.

Operating expenses as a percentage of revenues increased to 49.1% in the second quarter of 2026, from 29.1% in the second quarter of 2025, reflecting the significant drop in Mobile Health Services revenues in relation to cessation of migrant-related projects in New York at the end of 2025.

For the Transportation Services segment, operating expenses in the six months ended June 30, 2026 were $33.0 million, up 3.8% from $31.8 million in the six months ended June 30, 2025.

Operating expenses as a percentage of revenues increased slightly, to 31.7% for the six months ended June 30, 2026 from 31.6% in the six months ended June 30, 2025, as the increased revenues outweighed the effect of increased compensation for non-field personnel, to support the ongoing growth of that segment.

For the Corporate segment, which represents primarily shared services that are not contained within the entities included in either the Mobile Health Services or Transportation Services segments, operating expenses in the six months ended June 30, 2026 were $27.8 million, down 18.0% from $33.9 million in the six months ended June 30, 2025, due to reduced corporate headcount, lower subcontractor costs and decreased professional fees, relating to the Company’s ongoing cost-cutting efforts.

Corporate expenses amounted to approximately 18.7% of total consolidated revenues in the second quarter of 2026, compared to 19.2% in the second quarter of 2025, despite the decline in total consolidated revenues, reflecting the impact of these cost-cutting efforts.

Interest expense, net

During the three months ended March 31, 2026, the Company recorded a $0.1 million interest expense, net compared to a $0.4 million interest expense, net in the three months ended March 31, 2025.

Interest expenses on borrowings under the Prior Revolving Facility outweighed interest earned on balances in the Company’s interest-bearing accounts in both of the three month periods ended March 31, 2026 and 2025.

During the six months ended June 30, 2026, the Company recorded a $0.2 million interest expense, net compared to a $0.9 million interest expense, net in the six months ended June 30, 2025.

Loss on change in fair value of contingent consideration

During the three months ended March 31, 2026, the Company recorded a $2.8 million loss on the change in fair value of contingent consideration, reflecting an improved revenue outlook for the SteadyMD business, which was acquired in October 2025.

The Company did not record a change in fair value of contingent consideration during the three months ended March 31, 2025.

During the six months ended June 30, 2026, the Company recorded a $2.8 million loss on the change in fair value of contingent consideration, reflecting an improved revenue outlook for the SteadyMD business, which was acquired in October 2025.

The Company did not record a change in fair value of contingent consideration during the six months ended June 30, 2025.

Insurance proceeds

During the three months ended March 31, 2026, the Company recorded $4.7 million in other income from insurance proceeds.

The Company did not record any insurance proceeds during the three months ended March 31, 2025.

During the six months ended June 30, 2026, the Company recorded $4.7 million in other income from insurance proceeds.

The Company did not record any insurance proceeds during the six months ended June 30, 2025.

The Company was reimbursed in the 2026 period for legal fees that were covered by the Company’s insurance policy.

Loss on equity method investment

The Company did not record a gain or loss on equity method investment for the three months ended March 31, 2026.

During the three months ended March 31, 2025, the Company recorded a loss on equity method investments of $40,698, representing its share of the losses incurred by an entity in which the Company has a minority interest.

(Loss) gain on disposal of fixed assets

During the three months ended March 31, 2026, the Company recorded a $62,493 loss on disposal of fixed assets compared to a $15,139 gain on disposal of fixed assets in three months ended March 31, 2025.

The Company did not record a gain or loss on equity method investment for the six months ended June 30, 2026.

During the six months ended June 30, 2025, the Company recorded a loss on equity method investments of $0.1 million, representing its share of the losses incurred by an entity in which the Company has a minority interest.

Loss on disposal of fixed assets

During the six months ended June 30, 2026, the Company recorded a $0.1 million loss on disposal of fixed assets compared to a $33,215 loss on disposal of fixed assets in six months ended June 30, 2025.

Other income (expense)

During the three months ended March 31, 2026, the Company recorded other income of $0.3 million, compared to other expense of $0.3 million in the three months ended March 31, 2025.

During the six months ended June 30, 2026, the Company recorded other income of $0.4 million, compared to other expense of $0.2 million in the six months ended June 30, 2025.

(Provision for) benefit from income taxes

During the three months ended March 31, 2026, the Company recorded an income tax expense of $19,283, compared to an income tax benefit of $3.7 million in the three months ended March 31, 2025.

During the six months ended June 30, 2026, the Company recorded an income tax provision of $0.1 million, compared to an income tax benefit of $8.4 million in the six months ended June 30, 2025.

Net loss attributable to noncontrolling interests

For the three months ended March 31, 2026, the Company had net loss attributable to noncontrolling interests of approximately $1.9 million, compared to net loss attributable to noncontrolling interests of approximately $1.7 million for the three months ended March 31, 2025

For the six months ended June 30, 2026, the Company had net loss attributable to noncontrolling interests of approximately $4.1 million, compared to net loss attributable to noncontrolling interests of approximately $3.8 million for the six months ended June 30, 2025.

Liquidity and Capital Resources

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During the year ended December 31, 2025, as the Company collected older invoices from municipal customers for services provided in 2024 and early 2025, operating cash flows were sufficient to outweigh the Company’s operating losses.

However, as most of these older invoices had been collected by the end of 2025, operating cash flows in 2026 might not be sufficient to cover operating losses and working capital demands.

However, as most of these older invoices had been collected by the end of 2025, operating cash flows in 2026 will likely not be sufficient to cover operating losses and working capital demands.

The Company’s future working capital needs depend on many factors, including the overall growth of the Company and the various payment terms that are negotiated with customers and vendors.

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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.

(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 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.

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There can be no assurance that the Company will be successful in reaching a resolution or that the Revolving Facility will remain available;

however, these discussions are still progressing as of March 31, 2026.

however, these discussions are still progressing as of June 30, 2026.

Considering the foregoing, including historical operating losses, the projected liquidity deficit, and the covenant non-compliance under the Credit Agreement, the Company, together with its Board of Directors, has reviewed and extensively discussed certain plans intended to reduce cash utilization and operating costs, including transitioning a larger portion of bonus compensation from cash to Company stock, intensified collection efforts focused on closing out open municipal receivables from ended contracts, reducing headcount, and delayed spending on certain business growth strategies, as well as utilizing the Revolving Facility, subject to obtaining the necessary waiver from its lender.

In addition, the Company is in active discussions with alternative lenders for either a new revolving line of credit or for a term loan.

These discussions were ongoing as of June 30, 2026.

While these plans carry meaningful inherent risk to operations, the Company’s management and the Board of Directors have evaluated these conditions in totality and conclude 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 next twelve months.

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Capital Resources

Working capital as of March 31, 2026 and December 31, 2025 was as follows:

$ in Millions March 31,

Working capital as of June 30, 2026 and December 31, 2025 was as follows:

$ in Millions June 30,

2026 December 31,

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Total working capital $ 47.5 $ 84.9 $ (37.4) (44.1) %

As of March 31, 2026, available cash totaled $35.7 million, which represented a decrease of $15.3 million compared to December 31, 2025, primarily reflecting the net loss recorded during the three months ended March 31, 2026.

As of March 31, 2026, working capital amounted to $61.0 million, which represented a decrease of $23.9 million compared to December 31, 2025, reflecting the decline in cash, accompanied by increases in accounts payable and the current portion of contingent consideration.

Current assets declined by $14.2 million, due primarily to the decline in cash as well as a decrease in other current assets.

Cash flows for the three months ended March 31, 2026 and 2025 were as follows:

Three Months Ended March 31, Change

As of June 30, 2026, available cash totaled $25.2 million, which represented a decrease of $25.8 million compared to December 31, 2025, primarily reflecting the net loss recorded during the six months ended June 30, 2026.

As of June 30, 2026, working capital amounted to $47.5 million, which represented a decrease of $37.4 million compared to December 31, 2025, reflecting the decline in cash, accompanied by a decline in accounts receivable, increases in accounts payable and the current portion of contingent consideration.

Current assets declined by $32.6 million, due primarily to the decline in cash and accounts receivable as well as a decrease in other current assets.

Cash flows for the six months ended June 30, 2026 and 2025 were as follows:

Six Months Ended June 30, Change

$ in Millions 2026 2025

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Net cash (used in) provided by operating activities $ (13.9) $ 43.2 $ (57.1) (132.2) %

Net cash provided by (used in) investing activities 1.7 (5.3) 7.0 132.1 %

Net cash used in investing activities (2.2) (27.1) 24.9 91.9 %

Net cash used in financing activities (4.1) (15.9) 11.8 74.2 %

Effect of exchange rate changes (0.1) 1.0 (1.1) (110.0) %

Net decrease in cash, cash equivalents, restricted cash and restricted cash equivalents $ (5.7) $ (4.3) $ (1.4) (32.6) %

Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents $ (20.3) $ 1.2 $ (21.5) (1791.7) %

Operating Activities

During the three months ended March 31, 2026, operating activities used $4.7 million of cash, due to a net loss of $16.7 million.

Non-cash charges amounted to $10.1 million and included $3.2 million of stock compensation expense, a loss on change in fair value of contingent consideration of $2.8 million, a $2.6 million in depreciation of property and equipment and right-of-use assets, bad debt expense of $1.7 million, and a loss on disposal of fixed asset of $0.1 million.

During the six months ended June 30, 2026, operating activities used $13.9 million of cash, due to a net loss of $34.7 million.

Non-cash charges amounted to $16.8 million and included $5.9 million of stock compensation expense, $5.4 million in depreciation of property and equipment and right-of-use assets, $2.8 million in bad debt expense, a loss on change in fair value of contingent consideration of $2.8 million, and a loss on disposal of fixed asset of $0.1 million.

These were partially offset by $0.2 million in accretion of discount related to restricted investments.

Changes in assets and liabilities resulted in approximately $4.0 million in positive operating cash flow, as a $3.8 million decline in accounts receivable, a $0.1 million decline in prepaid expenses and a $2.8 million increase in accounts payable were partially offset by a $2.5 million decrease in accrued liabilities, a $0.1 million increase in operating lease liabilities and right-of-use assets and a $0.1 million increase in other assets.

During the six months ended June 30, 2025, operating activities provided $43.2 million of cash, despite a net loss of $24.3 million.

Non-cash charges amounted to $11.0 million and included $9.7 million of stock compensation expense, $5.0 million in depreciation of property and equipment and right-of-use assets, $2.7 million from amortization of intangible assets, bad debt expense of $2.5 million.

These were partially offset by $8.8 million in deferred taxes and $0.1 million in accretion of discount related to restricted investments.

Changes in assets and liabilities resulted in approximately $1.9 million in positive operating cash flow, as a $2.7 million increase in accounts payable, a $1.9 million increase in accrued liabilities and a $0.1 million increase in operating lease liabilities and right-of-use assets were partially offset by a $2.8 million increase in accounts receivable.

During the three months ended March 31, 2025, operating activities provided $9.2 million of cash, despite a net loss of $11.1 million.

Non-cash charges amounted to $6.0 million and included $4.8 million of stock compensation expense, $2.5 million in depreciation of property and equipment and right-of-use assets, $1.3 million from amortization of intangible assets, bad debt expense of $1.2 million, and a loss of $0.1 million from an investment that is accounted for under the equity method.

These were partially offset by $3.9 million in deferred taxes.

Changes in assets and liabilities resulted in approximately $14.3 million in positive operating cash flow, as a $31.4 million decline in accounts receivable, reflecting collections of invoices from large municipal customers, a $0.5 million decrease in other assets, and a $0.2 million positive impact of operating lease liabilities and right-of-use assets were partially offset by a $9.1 million decrease in accrued liabilities, a $8.3 million decrease in accounts payable, and a $0.4 million increase in prepaid expenses and other current assets.

Changes in assets and liabilities resulted in approximately $56.5 million in positive operating cash flow, as a $86.2 million decrease in accounts receivable, reflecting collections of invoices from large municipal customers, a $1.0 million decrease in other assets, and a $0.3 million increase operating lease liabilities and right-of-use assets were partially offset by a $7.5 million decrease in accrued liabilities, a $18.2 million decrease in accounts payable, and a $5.3 million increase in prepaid expenses and other current assets.

Investing Activities

During the three months ended March 31, 2026, investing activities provided $1.7 million of cash and restricted cash and consisted of the purchase of restricted investments of $1.7 million, the purchase of intangibles of $0.7 million and the purchase of property and equipment totaling approximately $0.4 million, which were outweighed by $4.5 million in proceeds from the sale and maturity of restricted investments.

During the three months ended March 31, 2025, investing activities used $5.3 million of cash and consisted of the acquisition of a business for $3.7 million, the purchase of property and equipment totaling approximately $1.0 million, and the purchase of intangibles in the amount of $0.7 million, partially offset by $0.1 million in cash proceeds from the disposal of property and equipment

During the six months ended June 30, 2026, investing activities used $2.2 million of cash and restricted cash and consisted of the purchase of restricted investments of $7.5 million, the capitalization of software development costs of $1.5 million and the purchase of property and equipment totaling approximately $0.7 million, which were partially offset by $7.5 million in proceeds from the sale and maturity of restricted investments.

During the six months ended June 30, 2025, investing activities used $27.1 million of cash and restricted cash and consisted of the purchase of restricted investments of $22.2 million, the acquisition of a business of $3.6 million, the purchase of property and equipment totaling approximately $2.2 million, and the capitalization of software development costs of $1.6 million, partially offset by $2.3 million in proceeds from the sale of restricted investments and $0.2 million in cash proceeds from the disposal of property and equipment

Financing Activities

During the three months ended March 31, 2026, financing activities used $2.5 million of cash, as the Company made $1.4 million in payments under the terms of finance leases and made $1.1 million in distributions to noncontrolling interests.

During the three months ended March 31, 2025, financing activities used $8.5 million of cash, as the Company spent approximately $5.7 million on its share repurchase program, made $1.3 million in payments under the terms of finance leases, paid $1.2 million in taxes related to shares withheld for employee taxes, and made $0.3 million in earnout payments on contingent liabilities.

Future minimum annual maturities of notes payable as of March 31, 2026 are as follows (in thousands):

During the six months ended June 30, 2026, financing activities used $4.1 million of cash, as the Company made $3.0 million in payments under the terms of finance leases, made $1.0 million in distributions to noncontrolling interests and made $0.1 million in payments due to seller.

During the six months ended June 30, 2025, financing activities used $15.9 million of cash, as the Company spent approximately $10.8 million on its share repurchase program, made $2.7 million in payments under the terms of finance leases, paid $1.3 million in taxes related to shares withheld for employee taxes, made $0.8 million in payments due to seller and made $0.3 million in earnout payments on contingent liabilities.

Future minimum annual maturities of notes payable as of June 30, 2026 are as follows (in thousands):

Notes Payable

3 unchanged sentences

Long-term portion of notes payable $ 159.3

Future minimum lease payments under finance leases as of March 31, 2026 are as follows (in millions):

Future minimum lease payments under finance leases as of June 30, 2026 are as follows (in millions):

Finance Leases

3 unchanged sentences

Present value of future minimum lease payments $ 15.9

Future minimum lease payments under operating leases as of March 31, 2026 are as follows (in millions):

Future minimum lease payments under operating leases as of June 30, 2026 are as follows (in millions):

2026, remaining $ 2.3

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Moreover, the PCs do not have sufficient equity to finance their activities without additional subordinated financial support.

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).

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.

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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 was $1,767,756 and $1,711,511 for the three months ended March 31, 2026 and 2025, respectively.

Total assets, exclusive of intercompany assets, amounted to $10,270,219 and $7,039,301 as of March 31, 2026 and December 31, 2025, respectively.

Total liabilities, exclusive of intercompany liabilities, were $22,781,072 and $17,782,198 as of March 31, 2026 and December 31, 2025, respectively.

The Company’s VIEs’ total stockholders’ deficit was $12,510,853 and $10,742,897 as of March 31, 2026 and December 31, 2025, respectively.

Net loss for the Company’s VIEs was $2.3 million and $2.4 million for the three months ended June 30, 2026 and 2025, respectively, and $4.1 million and $4.1 million for the six months ended June 30, 2026 and 2025, respectively.

Total assets, exclusive of intercompany assets, amounted to $8.7 million and $7.0 million as of June 30, 2026 and December 31, 2025, respectively.

Total liabilities, exclusive of intercompany liabilities, were $23.5 million and $17.8 million as of June 30, 2026 and December 31, 2025, respectively.

The Company’s VIEs’ total stockholders’ deficit was $14.8 million and $10.7 million as of June 30, 2026 and December 31, 2025, respectively.

Self-Insurance Reserves

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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 March 31, 2026 and December 31, 2025.

Fair value measurements discussed herein are based upon certain market assumptions and pertinent information available to management as of June 30, 2026 and December 31, 2025.

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.

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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, 2026, the Company held a beginning balance in its allowance for credit losses on accounts receivable of $8,299,053.

The Company recognized an additional provision for credit losses and write offs of $1,727,270 and $(1,522,564), respectively, for the three months ended March 31, 2026.

The Company’s balance in its allowance for credit losses amounted to $8,503,759 as of March 31, 2026.

As of January 1, 2026, the Company held a beginning balance in its allowance for credit losses on accounts receivable of $8.3 million.

The Company recognized an additional provision for credit losses and write offs of $1.1 million and $(1.1) million, respectively, for the three months ended June 30, 2026, and $2.8 million and $(2.6) million, respectively, for the six months ended June 30, 2026.

The Company’s balance in its allowance for credit losses amounted to $8.5 million as of June 30, 2026.

Business Combinations

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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.

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.

6 unchanged sentences

Management uses assumptions on the basis of 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.

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.

Impairment of Long-Lived Assets

25 unchanged sentences

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 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 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.

8 unchanged sentences

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.

accounts for uncertain tax positions in accordance with the provisions of ASC 740.

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.

3 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 2. Management’s Discussion and Analysis