Organization and Basis of Presentation	9 Months Ended
Sep. 30, 2025
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Organization and Basis of Presentation	Organization and Basis of Presentation Description of Business ModivCare Inc. ("ModivCare" or the "Company") is a technology-enabled healthcare services company that provides a suite of integrated supportive care solutions for public and private payors and their members. Its value-based solutions address the social determinants of health ("SDoH") by connecting members to essential care services. By doing so, ModivCare helps health plans manage risks, reduce costs, and improve health outcomes. ModivCare serves as a provider of non-emergency medical transportation ("NEMT"), personal care services ("PCS"), and in-home monitoring solutions ("Monitoring"), which serve similar, highly vulnerable patient populations. The technology-enabled operating model in its NEMT segment includes the coordination of non-emergency medical transportation services supported by an infrastructure of core competencies in risk underwriting, contact center management, network credentialing and claims management. Additionally, its personal care services in its PCS segment include placements of non-medical personal care assistants, home health aides and nurses primarily to Medicaid patient populations in need of care monitoring and assistance performing daily living activities in the home setting. ModivCare’s in-home monitoring solutions in its Monitoring segment include in-home clinical monitoring and quality improvement services that leverage personal emergency response systems, vitals monitoring devices, relationship-based care, and data-driven patient engagement solutions. ModivCare also holds a 43.6% minority interest in CCHN Group Holdings, Inc. and its subsidiaries, which operates under the Matrix Medical Network brand (“Matrix”). Matrix, which is included in its Corporate and Other segment, maintains a national network of community-based clinicians who deliver in-home and on-site services. Basis of Presentation The Company follows accounting standards established by the Financial Accounting Standards Board (“FASB”). The FASB establishes accounting principles generally accepted in the United States (“GAAP”). Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. References to GAAP issued by FASB in these notes are to the FASB Accounting Standards Codification (“ASC”), which serves as the single source of authoritative accounting and applicable reporting standards to be applied for non-governmental entities. All amounts are presented in U.S. dollars unless otherwise noted. The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with GAAP for interim financial information, and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all the information and disclosures required by GAAP for complete financial statements. In the opinion of management, all adjustments considered necessary for the fair presentation of the results of the interim periods have been included. The Company has made estimates relating to the reporting of assets and liabilities, revenues and expenses, and certain disclosures in the preparation of these unaudited condensed consolidated financial statements in conformity with GAAP. Actual results could differ from those estimates. Operating results for the three and nine months ended September 30, 2025 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2025. Management has evaluated events and transactions that occurred after the balance sheet date and through the date these unaudited condensed consolidated financial statements were filed with the SEC and considered the effect of such events in the preparation of these unaudited condensed consolidated financial statements. The unaudited condensed consolidated balance sheet at December 31, 2024 included in this Form 10-Q has been derived from audited financial statements at that date, but does not include all the information and footnotes required by GAAP for complete financial statements. The results of operations for the three and nine month periods ended September 30, 2025 are not necessarily indicative of the results to be expected for the full year, particularly as a result of the filing of the Chapter 11 Cases (as defined below). The unaudited condensed consolidated financial statements contained herein should be read in conjunction with the audited financial statements and notes included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024. Reclassifications: Certain prior year amounts have been reclassified to conform to current year presentation. Voluntary Filing Under Chapter 11 On August 20, 2025, the Company entered into a Restructuring Support Agreement (the "RSA") with certain creditors, including (a) an ad hoc group of certain first lien lenders (the “Consenting First Lien Lenders”) under that certain Credit Agreement, dated as of February 3, 2022 (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Existing First Lien Credit Agreement”), and (b) an ad hoc group of second lien noteholders (the “Consenting Second Lien Noteholders” and together with the Consenting First Lien Lenders, the “Consenting Creditors”) of ModivCare’s Second Lien Senior Secured PIK Toggle Notes due 2029 (the “Second Lien Notes”), issued under that certain Second Lien Senior Secured PIK Toggle Notes Indenture, dated as of March 7, 2025, by and between ModivCare, as issuer, certain subsidiaries of ModivCare, as guarantors, and Ankura Trust Company, LLC, as trustee (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the “Second Lien Notes Indenture”). The pre-arranged joint plan of reorganization (the "Plan") was confirmed by the Bankruptcy Court on December 15, 2025. As set forth in the RSA, including in the term sheet attached thereto (the “Restructuring Term Sheet”), the parties to the RSA have agreed on the principal terms of a proposed financial restructuring of the Company (the “Restructuring”). On August 20, 2025 (the “Petition Date”), the Company commenced voluntary cases (collectively, the “Chapter 11 Cases”) under chapter 11 of title 11 of the United States Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the “Bankruptcy Court”) providing for a court-administered reorganization pursuant to the terms of the RSA and Restructuring Term Sheet. The RSA and the Plan contemplate a comprehensive restructuring of the Company’s debt obligations and capital structure and a recapitalization of the Company. Specifically, the RSA, the Restructuring Term Sheet, and the Plan provide, in pertinent part, as follows: •Certain of the Consenting Creditors providing $100 million in debtor-in-possession financing to fund the Chapter 11 Cases; •Up to $300 million of takeback term loans upon emergence from chapter 11; •The conversion of approximately $871 million in principal claims under the Existing First Lien Credit Agreement into $200 million of exit debt and 98% of the reorganized Debtors’ pro forma equity, subject to dilution by DIP Backstop Premium (defined below), the management incentive plan, and the New Warrants (defined below); •The conversion of approximately $316 million in principal claims under the Second Lien Notes Indenture into equity in the reorganized Debtors’ pro forma equity, subject to dilution by DIP Backstop Premium, the management incentive plan, and the New Warrants; •The Holders of Second Lien Notes Claims and other General Unsecured Claims are to receive their pro rata of 2% of the equity in the reorganized Debtors' pro forma equity, subject to dilution by DIP Backstop Premium, the management incentive plan, and the New Warrants; •The issuance of the Series A Warrants, the Series B Warrants, and the Series C Warrants (as defined in the Restructuring Term Sheet, the “New Warrants”) to the Second Lien Noteholders and Holders of General Unsecured Claims; •The opportunity for certain holders of unsecured claims against the Company (including Second Lien Notes, General Unsecured Claims, and Subordinated Unsecured Claims) to participate in a potential equity rights offering of up to $200 million (the “Equity Rights Offering”); and •The reorganized Company’s entry into a new money revolving credit facility of up to $250 million. Upon consummation, the Restructuring will affect a significant deleveraging of the Company’s capital structure by reducing the Company’s total funded debt (including accrued but unpaid interest) by approximately $1.1 billion. The RSA contains certain representations, warranties, and covenants on the part of the Company and the Consenting Creditors, including limitations on the parties’ ability to pursue alternative transactions, commitments by the Consenting Creditors to vote in favor of a pre-arranged joint plan of reorganization (the “Plan”), and commitments of the Company and the Consenting Creditors to cooperate in good faith to finalize the documents and agreements contemplated by the RSA and the Restructuring Term Sheet. The RSA includes certain milestones (the “Milestones”) for the progress of the Chapter 11 Cases, which include entry of an order by the Bankruptcy Court confirming the Plan no later than 90 calendar days following the Petition Date and the occurrence of the effective date of the Plan no later than 110 calendar days following the Petition Date. The Plan was confirmed by the Bankruptcy Court on December 15, 2025. The Required Consenting Creditors may extend or waive the Milestones pursuant to the terms of the RSA. The Milestone under the RSA for the effective date of the Plan was extended to December 31, 2025. The RSA may be terminated upon, among other things: (a) the failure to meet the Milestones; (b) the occurrence of certain breaches of the RSA; (c) the mutual agreement of the parties; and (d) in the case of the Company, if the board of directors, members, or managers, as applicable, of the Company reasonably determines in good faith and based upon advice of outside legal counsel that performance under the RSA would be inconsistent with its applicable fiduciary duties. Although the Company intends to pursue the Restructuring in accordance with the terms set forth in the RSA and the Restructuring Term Sheet, there can be no assurance that the Company will be successful in completing the Restructuring, whether on the same or different terms or at all. Voluntary Petitions For Bankruptcy On the Petition Date, the Company commenced the Chapter 11 Cases in the Bankruptcy Court in accordance with the terms of the RSA. The Company has requested that the Chapter 11 Cases be jointly administered under the caption “In re: ModivCare Inc. et al.” The Company continues to operate its business as “debtors-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. The Company sought and received approval of a variety of “first day” motions containing customary relief intended to facilitate the Company’s ability to continue ordinary course operations. The Plan was confirmed by the Bankruptcy Court on December 15, 2025. Debtor-In-Possession Credit Agreement With the approval of the Bankruptcy Court, the Debtors entered into a Superpriority Secured Debtor In Possession Credit Agreement (the “DIP Credit Agreement”) with the lenders named therein (the “DIP Lenders”). The DIP Lenders provided a senior secured superpriority priming debtor-in-possession term loan credit facility in an aggregate principal amount of up to $100.0 million (the “DIP Facility”). Borrowings under the DIP Facility are senior secured obligations of the Debtors, secured by a super-priority lien on the collateral under the DIP Facility, which includes substantially all of the Debtors’ assets. The DIP Credit Agreement contains various customary representations, warranties and covenants of the Debtors. All holders of claims arising under the First Lien Loans have been offered the opportunity to participate in and fund their pro rata share of the DIP Facility. Certain of the Consenting First Lien Lenders (the “DIP Backstop Parties”) have agreed to backstop and provide the DIP Loans based on the terms set forth in the applicable DIP Backstop Commitment Letter (as defined in the RSA). The DIP Facility matures on the earliest to occur of: (a) the six month anniversary of the Closing Date (as defined in the DIP Credit Agreement); provided that such date may be extended to the nine month anniversary of the Closing Date 2026 with the written consent of the Required DIP Lenders (as defined in the DIP Credit Agreement) following the request by the Borrower (as defined in the DIP Credit Agreement) prior to January 31, 2026; (b) the effective date of a chapter 11 plan of any Debtor that has been confirmed by an order entered by the Bankruptcy Court; (c) dismissal of any of the Chapter 11 Cases or conversion of any of the Chapter 11 Cases into a case under Chapter 7 of the Bankruptcy Code; (d) the acceleration of the Term Loans (as defined in the DIP Credit Agreement)and the termination of all Commitments (as defined in the DIP Credit Agreement); and (e) the closing of a sale of all or substantially all assets or equity of the Loan Parties (other than to another Loan Party) (as each of such terms is defined in the DIP Credit Agreement). The DIP Loans will accrue an interest rate, payable in cash, of either (a) SOFR plus 7.00% per annum or (b) Alternate Base Rate plus 6.00% per annum. Fees and expenses on the DIP Facility include: (a) as stipulated by the Plan, a backstop premium (the “DIP Backstop Premium”) equal to 20.0% of the reorganized Debtors’ pro forma equity, subject to dilution by the management incentive plan, the New Warrants issued to the Second Lien Noteholders, and potentially the Equity Rights Offering; (b) as stipulated by the DIP Credit Agreement, an original issue discount of 2.00% of the DIP Facility commitments netted from proceeds at issuance; and (c) as stipulated by the DIP Credit Agreement, an exit fee of 3.00% of the DIP Facility commitments, which is due and payable in cash upon termination of the DIP Facility commitments. The commencement of the Chapter 11 proceedings constituted an event of default that accelerated the Company's obligations under its 2029 Notes and Second Lien Notes, however any efforts to enforce payment obligations under the debt instruments are automatically stayed as a result of the Chapter 11 proceedings. Adoption of ASC 852 - Reorganizations Beginning on the Petition Date, the Company applied Financial Accounting Standards Board ASC Topic 852 - Reorganizations ("ASC 852") in preparing the unaudited condensed consolidated financial statements. ASC 852 specifies the accounting and financial reporting requirements for entities reorganizing through Chapter 11 bankruptcy proceedings up to and including the period of emergence from Chapter 11 (the "Effective Date"). These requirements include distinguishing transactions associated with the reorganization separate from activities related to the ongoing operations of the business. Accordingly, certain charges incurred during the bankruptcy proceedings, such as the write-off of deferred financing costs and discount on debt subject to compromise as well as legal and professional fees incurred directly as a result of the bankruptcy proceeding are recorded as Reorganization items, net in the unaudited condensed consolidated statements of operations. In addition, prepetition obligations that may be impacted by the Chapter 11 process have been classified on the unaudited condensed consolidated balance sheets as of September 30, 2025 as liabilities subject to compromise. These liabilities are reported at the amounts the Company anticipates will be allowed by the Bankruptcy Court, even if they may be settled for lesser amounts. See Note 14, Liabilities Subject to Compromise and Note 15, Reorganization Items, Net for more information. Automatic Stay The Company’s various legal proceedings have been automatically stayed as a result of the Chapter 11 Cases, with such stay to be lifted upon the effectiveness of the Plan. Executory Contracts Under the Bankruptcy Code, the Debtors, subject to certain exceptions, may assume, or reject certain executory contracts and unexpired leases subject to the approval of the Bankruptcy Court and certain other conditions. Generally, the rejection of an executory contract or unexpired lease is treated as a pre-petition breach of such executory contract or unexpired lease and, subject to certain exceptions, relieves the Debtors from performing their future obligations under such executory contract or unexpired lease but entitles the contract counterparty or lessor to a pre-petition general unsecured claim for damages caused by such deemed breach. Generally, the assumption of an executory contract or unexpired lease requires the Debtors to cure existing monetary defaults under such executory contract or unexpired lease and provide adequate assurance of future performance. Accordingly, any description of an executory contract or unexpired lease with the Debtors in this document, including where applicable a quantification of the Company’s obligations under any such executory contract or unexpired lease of the Debtors, is qualified by any overriding rejection rights the Company has under the Bankruptcy Code. Claims Reconciliation The Bankruptcy Court set a general bar date of October 1, 2025 and a governmental bar date of February 26, 2026 as deadlines for filing proofs of claim against the Debtors. As of December 15, 2025, the Debtors have received approximately 2,178 proofs of claims for an amount of approximately $6.1 billion. The claims have been reconciled to amounts recorded in the Company’s accounting records. Differences in amounts recorded and claims filed by creditors are being investigated and resolved, including through the filing of objections with the Bankruptcy Court, where appropriate. The Company may ask the Bankruptcy Court to disallow claims that the Company believes are duplicative, have been later amended or superseded, are without merit, are overstated, or should be disallowed for other reasons. In light of the substantial number of claims filed, the claims resolution process may take considerable time to complete. Nasdaq Matters On August 21, 2025, the Company received a notification letter from the Listing Qualifications Department of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that Nasdaq had determined to commence proceedings to delist the Company’s common stock, $0.001 par value per share from Nasdaq. Nasdaq reached its decision that the Company was no longer suitable for listing pursuant to Nasdaq Listing Rules 5101, 5110(b), and IM-5101-1 as a result of the Company’s commencement of the Chapter 11 Cases. In addition, on August 20, 2025, the Company received a notification letter from Nasdaq notifying the Company that, because the Company was delinquent in filing its Quarterly Report on Form 10-Q for the period ended June 30, 2025, the Company was not in compliance with Nasdaq Listing Rule 5250(c)(1), which requires companies with securities listed on Nasdaq to timely file all required periodic reports with the SEC. The Company's common stock was suspended from trading on Nasdaq at the opening of business on August 28, 2025. The Company did not and does not intend to appeal Nasdaq’s decision to delist its Common Stock. At the opening of business on August 28, 2025, the Company's common stock began being quoted on the Expert Market operated by the OTC Markets Group under the symbol "MODVQ." The Nasdaq Stock Market LLC filed a Form 25-NSE on October 1, 2025 to delist the Company’s common stock and to remove it from registration under Section 12(b) of the Exchange Act. Management's Liquidity Plans and Going Concern Considerations In accordance with ASC 205-40, Presentation of Financial Statements – Going Concern, Management evaluates whether there are conditions or events that raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the date of financial statement issuance. The accompanying unaudited condensed consolidated financial statements are prepared in accordance with U.S. GAAP, assuming the Company will continue as a going concern, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. As of September 30, 2025, the Company had cash and cash equivalents, excluding restricted cash, of $78.2 million and an accumulated deficit of $652.9 million. The Company has a history of operating losses and expects to continue to generate negative cash flows from operations in the near term. The Company has continued to experience financial challenges, including increased transportation and caregiver costs that have not been offset by corresponding reimbursement rate increases from payors, the loss of contracts, and membership declines. Additionally, the Company has experienced lengthened collection periods due to complexities in Medicare, Medicaid, and nongovernmental payor arrangements, resulting in delays between recognizing revenue for services rendered and collecting cash payments owed for the Company's services. These factors have negatively impacted and are anticipated to continue to negatively impact cash flow generation and liquidity. For each of the reasons detailed above, the Company filed a voluntary petition for reorganization under Chapter 11 (the “Chapter 11 Cases” or “bankruptcy filing”) of the United States Bankruptcy Code in the Southern District of Texas on August 20, 2025 and expects to continue to manage its operations as a “debtor-in-possession” under the jurisdiction of the Bankruptcy Court and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court. In general, as a debtor-in-possession, the Company is authorized to continue to operate as an ongoing business but not to engage in transactions outside the ordinary course of business without the prior approval of the Bankruptcy Court. While management believes that the Restructuring of the Company through the Chapter 11 Cases will allow the Company to successfully emerge from the Chapter 11 Cases and continue to operate as a viable going concern, the Company’s pre-arranged joint plan of reorganization (the "Plan") may never become effective, the restructuring and recapitalization transactions contemplated by the RSA and the Restructuring Term Sheet may never be consummated, the Bankruptcy Court may grant or deny motions in a manner that is adverse to the Company and its subsidiaries, and the Chapter 11 Cases may be converted into cases under Chapter 7 of the Bankruptcy Code. These factors raise substantial doubt about the Company's ability to satisfy its obligations as they become due within one year from the issuance date of these unaudited condensed consolidated financial statements. Accordingly, Management has concluded that substantial doubt exists about the Company's ability to continue as a going concern. The Company’s ability to continue as a going concern is contingent upon, among other things, its ability to implement a comprehensive restructuring, successfully emerge from the Chapter 11 Cases and generate sufficient liquidity following the Restructuring to meet its obligations and operating needs as they become due. Management can provide no assurance that the transactions described therein will be consummated. The accompanying unaudited condensed consolidated financial statements have been prepared on the basis that the Company will continue to operate as a going concern, which contemplates that the Company will be able to realize assets and settle liabilities and commitments in the normal course of business for twelve months following the issuance date. Accordingly, the accompanying unaudited condensed consolidated financial statements do not include any adjustments that may result from the outcome of these uncertainties.

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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