DCGO 10-K & 10-Q changes, risk factors and insider trading

Implementation of DocGo’s business strategy could also be negatively impacted by a number of factors beyond its control, including increased competition; government regulation; general macroeconomic conditions, including an inflationary environment; rising interest rates and recessionary fears; the geopolitical environment, including uncertainty with respect to U.S. relations with China and other countries; the war in Ukraine, conflict in the Middle East and surrounding areas and rising tensions in the Taiwan Strait; pandemics or endemics; and increased operating costs, including costs of labor or other expenses. In particular, DocGo’s future success is contingent on its ability to both penetrate new markets and further penetrate existing markets, which is subject to a number of uncertainties, including DocGo’s ability to maintain its current operating licenses and obtain necessary licenses in new markets, establish and grow new customer relationships and attract and retain skilled personnel. Expanding service offerings such as DocGo’s mobile health solutions also carries unique risks, including lack of market acceptance or the potential inability to realize an appropriate return, if any, on the capital invested. Government regulations in both DocGo’s domestic and international markets could also delay or prevent expansion or the introduction of new service offerings or require changes to some of DocGo’s current service offerings, which could negatively impact the success of DocGo’s strategies and financial results. In addition, to the extent DocGo has misjudged the nature or extent of industry trends or its competition, it may have difficulty in identifying new provider partners, achieving any geographic expansion, introducing new service offerings or achieving DocGo’s other strategic objectives. As such, due to these and other known and unknown risks, DocGo cannot assure you that its business strategy will be successful, and any failure to effectively implement its business strategy and otherwise grow the business could have a material adverse effect on DocGo’s business, financial condition and results of operations.

DocGo’s business strategy depends heavily on achieving economies of scale because its initial up-front investment is costly and the associated revenue is recognized on a ratable basis. DocGo devotes significant resources to establish relationships with its clients and implement its solutions. DocGo typically incurs higher variable costs for labor and medical and other supplies in the initial stages of a project, as the focus at that stage is on ensuring that the projects are staffed and stocked properly, even at the risk of temporarily overstaffing the project until revenue achieves the anticipated scale. These risks are heightened when the client is a large enterprise, such as DocGo’slarge healthcare providersystems, payors, or government partners. See “—Risks Related to DocGo’s Business and Industry—DocGo’s reliance on government contracts could adversely affect its business” below. Accordingly, DocGo’s results of operations depend, in substantial part, on its ability to maintain and grow its relationships with customers over time, allowing DocGo to build economies of scale and recoup up-front costs. Additionally, as DocGo’s business grows, its client acquisition costs could outpace its build-up of recurring revenue, and DocGo may be unable to successfully manage its total operating costs to achieve profitability, or if achieved, to maintain profitability. If DocGo fails to achieve appropriate economies of scale or if it fails to manage or anticipate demand, its business, financial condition and results of operations could be materially adversely affected.

A significant portion of DocGo’s historical growth has occurred through acquisitions, such as its acquisition of Government Medical Services, LLC, Ryan Brothers Ambulance Fort Atkinson, LLC, Exceptional Medical Transportation, LLC and Community Ambulance Service Ltd in 2022 and2022, Cardiac RMS, LLC in 2023, and Professional Technicians, LLC, SteadyMD, Inc. and Primary Care Ambulance Corporation in 2025, and DocGo may continue to grow through acquisitions in the future. DocGo’s growth strategy is primarily focused on geographic and services expansion, and acquisitions may help DocGo obtain the infrastructure, licenses or other resources necessary to enter new markets and provide new services in the future. DocGo evaluates, and expects to continue to evaluate, a variety of possible acquisition opportunities as they arise.

While the mobile health/telehealth market is in an early stage of development, it is also competitive and DocGo expects it to become increasingly competitive in the future, which could make it difficult for DocGo to succeed. Major competitors (in each case relative to only some of DocGo’s products or services) include much larger, national or regional telehealth or in-home healthcare service providers such as DispatchHealth, Modivcare, Addus HomeCare, Option Care Health, Teladoc, Amwell, Signify Health (acquired by CVS in March 2023), MedArrive, Biofourmis and One Medical (acquired by Amazon in February 2023). DocGo also believes there are several smaller, private organizations providing in-home or on-site care utilizing different, higher cost healthcare providers. Non-traditional providers and others such as large health systems or payors, some of which may be DocGo customers or partners, may enter the space using consumer-grade video conferencing platforms such as Zoom and Twilio or develop innovative technologies or business activities that could be disruptive to the industry. Competition could also increase from large technology companies such as Apple, Amazon, Facebook, Verizon or Microsoft, who may develop their own telehealth or mobile health solutions or acquire existing industry participants, such as Amazon’s acquisition of One Medical in February 2023, as well as from large retailers like Walmart, CVS and others. Competition in the mobile health and telehealth industry is primarily based on scale; ease of use, convenience and accessibility; brand recognition; breadth, depth and efficacy of telehealth and mobile health services; technology; clinical quality; customer support; cost; reputation; and customer satisfaction and value.

A significant portion of DocGo’s revenue growth has historically resulted from increases in the business and related fees it collects under existing contracts and the addition of new contracts. DocGo’s contracts with healthcare providers and other customers generally have terms of one to three years (in some cases automatically renewing), and some of its contracts are terminable by either of the parties upon notice of as little as 30 days. If DocGo is unable to address a customer’s needs in a timely fashion, or a customer is not satisfied with the quality of work performed by DocGo, such customer may decide not to renew its contract or seek to terminate their relationship with DocGo. Even if DocGo has an existing contract with a healthcare provider, the contract does not create any exclusive relationship, and even if DocGo is given preferred status, the customer often still conducts business with one or more of DocGo’s competitors. For example, execution under DocGo’s medical transportation services contracts requires that an ambulance or other necessary fleet vehicle be available and within a certain proximity at the time of need and, if one is not available, the customer can and will seek alternative options. Furthermore, certain of DocGo’s contracts will expire during each fiscal period, and DocGo may be required to seek renewal of these contracts through a formal bidding process, or, in some cases, either DocGo or the customer may decline to seek renewal. For example, in the second quarter of 2023, the Company began providing services to the migrant population in New York City and in upstate New York. Some of these services were provided pursuant to a contract with an ending date during the second quarter of 2024. While a portion of that contract was extended through December 31, 2024, other services began winding down in May 2024. The wind-down of all services under such contract accelerated during the third quarter of 2024 and was completed in the fourth quarter of 2024. As a result, Mobile Health Services revenues were significantly lower infor the fourthyear quarterended ofDecember 202431, than2025 incompared any ofto the firstyear threeended quartersDecember of31, the year.2024. Even if DocGo is successful in renewing a contract, the contract may contain terms that are not as favorable to DocGo as its current contracts. There can be no assurances that DocGo will successfully retain its existing contracts and any loss of contracts or reduction in services provided thereunder or under any renewal could have a material adverse effect on DocGo’s business, financial condition and results of operations.

In recent years, DocGo’s government contract work has represented a substantial portion of its overall revenue, representing approximately 72%,48%, 73%72% and 64%73% of DocGo’s revenues for the years ended December 31, 2024,2025, 20232024 and 2022,2023, respectively,respectively. andWhile maintaininggovernment andcontract continuing to grow this revenues streamwork is anno importantlonger partcore ofto DocGo’s growth strategy.strategy, However,DocGo governmentanticipates some level of revenue from such work going forward. Government contract work is subject to significant risks and uncertainties. For example, only eligible parties can bid on and service most government contracts, which requires DocGo to comply with various statutes, rules, regulations and other governmental policies, including those related to wages, benefits, overtime, working conditions, equal employment opportunity, affirmative action and drug testing. If DocGo fails to comply with any of these requirements, it may be suspended or barred from government work or subject to various administrative sanctions and civil and criminal penalties and fines. Government contract work subjects DocGo to government audits, investigations and proceedings, which could also lead to DocGo being barred from government work or subjected to fines if it is determined that a statute, rule, regulation, policy or contractual provision has been violated. Audits can also lead to adjustments to the amount of contract costs DocGo believes are reimbursable or to the ultimate amount DocGo may be paid under the agreement. Responding to audits can be costly, time-consuming and a significant distraction to management as well.

Additionally, governments are typically under no obligation to maintain funding at any specific level, and funds for government programs can be eliminated with little or no notice. Given the currently uncertain general economic outlook, whereby a recession could lead to a reduction in a government’s tax revenues, as well as recent changes in the policies and priorities of the U.S. administration, including administrative priorities, and potential changes in the controlling political party in these municipalities, who might be less favorably inclined toward government spending on healthcare and other social services, particularly as these services are provided to recent migrants, the long-term outlook for funding for certain government programs is uncertain. As a result, contracts with government agencies may only be partially funded or may be terminated, and DocGo may not realize all of the potential revenue from those contracts. Government contracts typically can be paused or canceled entirely at any time, in whole or in part, at the government’s convenience or the government can default with little or no prior notice. Under these circumstances, the contractor typically receives payment only for the lesser of the work completed or the amount authorized under the contract, but not the anticipated revenue and profit that could have been earned had the contract been completed. A temporary stoppage or delay or the complete cancellation of a project can create inefficiencies, such as leaving portions of DocGo’s fleet idle for a significant period of time, cause DocGo to lose some or all of its investment in the project or result in financial and other damages that DocGo may not be able to recover from the government. The timing of project awards, including expansions of existing projects, is also unpredictable and can involve complex and lengthy negotiations and competitive bidding processes.

Other risks associated with government contracting include more extended collection cycles, due in part to the sometimes prolonged contract registrationregistration, process,invoicing and payment processes, and heightened or unlimited indemnification obligations.obligations required in government contracts. Any failure to maintain and grow DocGo’s government contract revenues for one or more of these or any other reasons could adversely affect DocGo’s business, financial condition and results of operations.

A significant portion of DocGo’s recent revenue growth is derived from a small number of large customers.

A significant portion of DocGo’s revenues and income growth in 20242025 was derived from a from a limited number of customers. For the year ended December 31, 2024, one customercustomer, which accounted for approximately 38% of total revenues, while another customer accounted for approximately 28%33% of total revenues. DocGo’s largestThis customer in 2024 was a public benefit corporation, operating and provisioning services on behalf of a variety of municipal agencies. DocGo’s services for this customer are provided under several different contracts, spanning a variety of projects. These contracts are not guaranteed and are terminable at will by the customer, in some cases in as little as 15 days’ notice. However, termination of any one of those particular contracts does not necessarily indicate a greater likelihood of termination of any of the customer’s other contracts, as these contracts are awarded on a per project basis, with each project running independently of the others. DocGo’s second largest customer in 2024 was a municipal agency, and DocGo ceased providing services to such agency in the fourth quarter of 2024, resulting in significantly lower Mobile Health Services revenues in the fourth quarter of 2024 compared to any of the first three quarters of 2024. DocGo cannot assure you that its largest customer or other large customers will continue to do business with DocGo on terms or at rates currently in effect, if at all, or will not elect to do business with DocGo’s competitors or otherwise perform their own services themselves. For example, DocGo’s second largest customer in 2024 and 2023 was a municipal agency, and DocGo ceased providing services to such agency in the fourth quarter of 2024, resulting in significantly lower Mobile Health Services revenues in 2025 compared to 2024 or 2023. The loss of one of DocGo’s other top customers, if not offset by revenues from new or other existing customers, could adversely affect DocGo’s business, financial condition and results of operations.

Negative media coverage and publicity could damage DocGo's reputation and harm its ability to bid for and win government and other contracts.

DocGo’s reputation has been, and could in the future be, adversely affected by unfavorable publicity regarding, for example, the Company, its products or services, its management team and board of directors, its government contracts and its financial performance, regardless of whether such claims are accurate. For example, DocGo has been the subject of media coverage and other publicity regarding certain of its contracts with New York City. Any such negative publicity could have an adverse effect on DocGo’s relationships with its customers, and accordingly, harm its ability to bid for and win government and other contracts. As a result, DocGo’s business, financial condition and results of operations may be adversely affected.

DocGo’s participation in partnerships baseddriven by value-based reimbursement models may have a material adverse effect on its business, financial condition and results of operations.

Much of DocGo’s revenue, employee and operations growth has occurred during recent years, which has been partially driven by significant COVID-related impacts and migrant-related projects. The Company estimates that COVID testing related revenue for 2021 was approximately $110 million and $75 million in 2022. However, as the COVID-19 pandemic has reached endemic levels and the public health emergency declaration has ended, demand for COVID-related products has subsided, DocGo’s COVID testing-related revenues have declined, and in 2023 such revenues represented an insignificant proportion of the Company’s overall revenues. In the second quarter of 2023, DocGo also began providing services to the recently arrived migrant population in New York City and upstate New York. These projects 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. While a portion of the contract was extended through December 2024, other services began winding down in May 2024. The wind down of all services under such contract accelerated during the third quarter of 2024 and was completed in the fourth quarter of 2024, resulting in significantly lower Mobile Health Services revenues in the fourth quarter of 2024 compared to any of the first three quarters of 2024. While theDocGo exactcontinued timingto ofprovide the wind-down of the remainingmigrant-related services under other contracts isduring still unknown,2025, the wind-down of such services iswas underwaycompleted in the fourth quarter of 2025, and the CompanyDocGo expects that the revenues from theseany migrant-related projects will be significantlyrelatively lowerinsignificant in 2025 than they were in 2024 and in the second half of 2023.2026. DocGo’s future growth will be driven by its ability to execute and generate revenue from other initiatives. DocGo’s ability to forecast its future operating results is limited and subject to a number of uncertainties, including its ability to predict revenue and expense levels and plan for and model future growth.

DocGo has a history of losses, expectsfaces itsthe possibility of further operating expenses to increase significantlylosses in the foreseeable future and may not achieve or sustain profitability.profitability or have sufficient liquidity to continue operating as planned.

Prior to the Business Combination, Ambulnz recorded a net loss each fiscal year from its inception in 2015 to 2021, including a net loss of $14.8 million for the fiscal year ended December 31, 2020. AsDocGo also recorded a net loss of approximately $196.4 million for the year ended December 31, 2025, and, as of December 31, 2024, DocGo2025, had an accumulated deficit of approximately $1.4$183.8 million. While DocGo has historically been able to generate revenues and believes its business strategy provides for predictable revenue streams in future periods, its revenues may not increase in future periods, and it may resumecontinue incurringto incur net losses for some time as it continues to grow.losses. Even if DocGo generates net income in a given year, there remains the likelihood that it could incur net losses in any given quarter, given the fluctuating nature of revenues and expenses, particularly given the significant costs that are incurred during the beginning stages of new projects, coupled with marketing and personnel costs incurred for developing potential new business lines. It is difficult for DocGo to predict its future results of operations, and it expects its operating expenses to increase significantly over the next several years as it continues to expand its operations and infrastructure, acquire additional vehicles, hire additional personnel, make and integrate future acquisitions and invest in technology and research and development. If DocGo fails to increase its revenue to offset the increases in its operating expenses or fails to control operating expenses such as costs for labor, medical and other supplies, fuel, and insurance, DocGo may not achieve or sustain profitability in the future.future or have sufficient liquidity to continue operating as planned.

Since DocGo’s inception, it has experienced rapid growth in the United States and more recently, internationally in the United Kingdom, and it expects to continue to grow in the future. For example, prior to the Business Combination, the revenues of Ambulnz were approximately $30.9 million for the year ended December 31, 2017, and the revenues of DocGo were approximately $616.6$322.2 million for the year ended December 31, 2024.2025. In addition, DocGo’s employee base has grown to overnearly 4,4003,600 employees (exclusive of independent contractors and agency employees) as of December 31, 2024.2025. This growth has placed, and may continue to place, significant strain on DocGo’s management, its operational and financial infrastructure and its controls and procedures, which may not be adequate to support this growth or sustain further expansion in the future.

Additionally, if DocGo’s data centers or AWS isare unable to meet DocGo’s growing needs for capacity, this could have an adverse effect on DocGo’s business. For example, a rapid expansion of DocGo’s business could affect the service levels at DocGo’s data centers or cause such data centers and systems to fail. Any changes in third-party service levels at DocGo’s data centers or AWS or any disruptions or other performance problems with DocGo’s solution could adversely affect DocGo’s reputation and may damage DocGo’s clients’ and consumers’ stored files or result in lengthy interruptions in DocGo’s services. Interruptions in DocGo’s services may reduce DocGo’s revenue, cause it to issue refunds to clients for prepaid and unused subscriptions, as well as result in penalties related to service level credits and uptime, subject DocGo to potential liability or adversely affect client renewal rates.

Because of the sensitivity of PHI, other PII and other sensitive information that DocGo and its service providers collect, store, transmit, and otherwise process, the security of DocGo’s technology platform and other aspects of its services, including those provided or facilitated by DocGo’s third-party service providers, are important to DocGo’s operations and business strategy. DocGo takes certain administrative, physical and technological safeguards to address these risks, such as requiring contractors and other third-party service providers who handle this PHI, other PII and other sensitive information to enter into agreements that contractually obligate them to use reasonable efforts to safeguard such information. DocGo attained ISO 27001 certification for its subsidiary Dara Technologies, LLC (“Dara”) in November 2021 and the entire Company’s systems were certified as Service Organization Controls (“SOC”) 2 Type I compliant in October 2024.2024 DocGofollowed is also in the process of preparing for aby SOC 2 Type II audit.in December 2025. Measures taken to protect DocGo’s systems, those of its contractors or third-party service providers, or the PHI, other PII, or other sensitive information DocGo or its contractors or third-party service providers process or maintain, may not adequately protect DocGo from the risks associated with the collection, storage, processing and transmission of such sensitive information. Additionally, updates or upgrades to systems, including those currently underway withfollowing respectan toannual SOCNIST 2CSF Type2.0 IIrisk compliance,assessment, are time-consuming and costly, may not be effective in preventing data breaches or operate as designed and could create new inefficiencies or vulnerabilities. DocGo may also be required to expend significant capital and other resources to address problems caused by security breaches or other cybersecurity incidents. Despite DocGo’s implementation of security measures, cyberattacks are becoming more sophisticated and frequent. As a result, DocGo or its third-party service providers may be unable to anticipate these techniques or to implement adequate protective measures. If DocGo is unable to earn and/or maintain necessary certifications, including ISO 27001 certification for Dara and SOC 2 Type II compliance for the entire Company, it could result in reputational harm and customer churn and adversely affect DocGo’s ability to provide its services. As a result, DocGo’s revenue may decline and its business, financial condition and results of operations may be adversely affected.

DocGoThese currentlyinitiatives usesmay certainrequire third-partysignificant capital and operating expenditures, specialized technical expertise, access to high-quality data, robust computing infrastructure, and effective governance and controls. DocGo’s ability to realize anticipated benefits from AI enhancementsadoption, inML training, and workforce automation depends on, among other things, its platform,ability to execute effectively; maintain model performance and DocGoreliability isover alsotime; exploringmanage the possibilityrisks of incorporating additional AI systems in its operations in the futureassociated with thebias, intenterrors, todata enhance efficiencyquality, and effectiveness.security; comply with evolving legal and regulatory requirements; and achieve adoption by employees, customers, and partners. Flaws, breaches or malfunctions in these systems could lead to operational disruptions, data loss or erroneous decision-making, impacting DocGo’s operations, financial condition and reputation. UsingIn and investing in AI whileaddition, the technology is still developing also exposes DocGo to additional risks. The legal and regulatory landscape and industry standards surrounding AI technologies is rapidly evolving and remains uncertain, and compliance or legal challenges may impose operational costs and may limit DocGo’s ability to develop, deploy or use AI technologies. Furthermore, the deployment of AI systems could expose DocGo to increased cybersecurity threats, such as data breaches and unauthorized access leading to financial losses, legal liabilities, and reputational damage. DocGo also faces competitive risks if it fails to adopt AI or other machine-learningML technologies in a timely manner.

•geopolitical, social, macroeconomic and financial instability, including wars, civil unrest, acts of terrorism and other conflicts, such as the war in Ukraine, conflict in the Middle East and rising tensions in the Taiwan Strait; uncertainty in U.S. relations with other countries; pandemics and endemics; and the inflationary environment, the interest rate environment, and recessionary fears;

Foreign operations bring increased complexity, and the costs of managing or overseeing foreign operations, including adapting and localizing services or systems to specific regions and countries, can be material. Further, international operations carry inherent uncertainties regarding the effect of local or domestic actions, such as the unpredictablelong-term impact of the United Kingdom’s exit from the European Union (Brexit) and the uncertainty regarding how the agreements reached will operate,, any of which could be material. International operations also carry financial risks such as those related to fluctuations in foreign currency exchange rates and disparate tax laws. These and other risks related to DocGo’s existing or future foreign operations, or the associated costs or liabilities, could have a material adverse effect on DocGo’s business, financial condition and results of operations.

We may beare subject to increased regulations, reporting requirements, standards or expectations regarding the environmental impact of our business, which have the potential to disrupt our business or otherwise adversely impact our business, financial conditions or results of operations.

We may beare subject to increased regulations, reporting requirements, standards or expectations regarding the environmental impacts of our business. ForInternational, example,federal, variousstate, regulatorsand havelocal adoptedlaws, orregulations, areand consideringenforcement adoptingpriorities requirementsrelated to providethe significantlyenvironment expandedand climate-relatedclimate disclosures.change continue to be evolve and remain inconsistent. While certain of these requirements have been challenged in litigation or reversed, or may be reversed in the future, if enforced we anticipate we will be required to incur additional costs related to compliance and impose increased oversight obligations on our management and Board.Board and we could be exposed to additional legal, financial, or reputational risks and unpredictable reporting obligations or business requirements. There is also a rapidly evolving awareness and focus from stakeholders with respect to environmental and social practices. Global and domestic policy developments or the failure to adequately meet evolving market expectations relatedor tosatisfy climateall changestakeholders in light of their varied and sometimes conflicting views regarding environmental and social matters have the potential to disrupt our business and the business of our customers and/or suppliers, or otherwise adversely impact our reputation, business, financial condition or results of operations.

The inflation rate in the United States, as measured by the Consumer Price Index, has generally trended updown since earlythe 2021.middle of 2023. This data is reported monthly, showing year-over-year changes in prices across a basket of goods and services. However, the inflation rate declined throughout most of 2024, and theThe inflation rate declined to 2.7% for the full year 2025, down from 2.9% for the full year 20242024, from 4.1%3.4% in 2023 and 8.0%6.5% in 2022. TheIn February 2026, the annual inflation rate declined to 2.4%, the lowest since February 2021. An increased inflation raterate, such as that witnessed between 2021 and 2024the hasfirst hadhalf of 2023, could have an impact on DocGo’s expenses in several areas, including wages, fuel and medical and other supplies. This haswould hadhave the effect of compressing gross profit margins, as DocGo is generally unable to pass these higher costs on to its customers, particularly in the short term. In addition, opportunities to mitigate the impact of inflation are limited, aside from potentially buying more medical supplies than are currently needed in an effort to reduce the volume of future purchases, in instances where supply prices are anticipated to rise. As inflation has moderated, and in an attempt to stimulate economic growth, the U.S. Federal Reserve implemented three interest rate cuts in 2024,September, October and December of 2025, lowering its benchmark rate (the “federal funds rate”) to the current level of 4.25-4.50%3.50-3.75% as of the date of this Annual Report. Looking into 2025,2026, 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 20242024-2025 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.plan Effortsand by the U.S. Federal Reserve to combat inflation by raising the federal funds rate could also impact DocGo’s financing costs for borrowings bearing interest at rates based on SOFR. Asas a result, DocGo’s business, operating results and cash flows may be adversely affected. Given that the Company currently has $30,000,000 outstanding under its line of credit, which is subject to SOFR-based interest rates, any change in SOFR of one percentage point (100 basis points) would result in a change of $300,000 in interest expense. While the Company does not hedge its interest rate risk, the prevailing interest rate is a primary factor in determining the level of debt the Company carries at any given time, and it is anticipated that if interest rates were to rise materially, that the Company would reduce the amounts that were outstanding under its line of credit.

Adverse outcomes with respect to litigation or any of these legal proceedings may result in significant settlement costs or judgments, penalties and fines, which may or may not be covered by DocGo’s existing insurance or may require DocGo to modify its services or stop serving certain customers or geographies, all of which could negatively impact its existing business and ability to grow. DocGo may also become subject to periodic audits, which would likely increase its regulatory compliance costs and may require it to change its business practices or the scope of its operations. Managing legal proceedings, litigation and audits, even if DocGo achieves favorable outcomes, is expensive, time-consuming and diverts management’s attention from DocGo’s day-to-day business. The outcome of these matters or future claims and disputes are difficult to predict and determining reserves for pending litigation and other legal, regulatory and audit matters requires significant judgment. There can be no assurance that DocGo’s expectations will prove correct, and even if these matters are resolved in its favor or without significant cash settlements, these matters, and the time and resources necessary to litigate or resolve them, could have a material effect on DocGo’s results of operations in the period when it identifies the matter, and could have a material adverse effect on DocGo’s business, financial condition and results of operations.

As of December 31, 2024,2025, 20232024 and 2022,2023, DocGo had aggregate federal net operating loss carryforwards of approximately $0,$47.1 million, $0 and $35.3$0 million, respectively. As of December 31, 2024,2025, 20232024 and 2022,2023, the Company had state net operating loss carryforwards of approximately $36.9$134.4 million, $36.4$36.9 million and $2.6$36.4 million, respectively. As of December 31, 2024,2025, 20232024 and 2022,2023, DocGo had approximately $24.3$29.6 million, $10.7$24.3 million and $1.5$10.7 million, respectively, of foreign net operating loss carryforwards. The federal net operating loss carryforwards generated after December 31, 2017 (including by Ambulnz prior to the Business Combination) of approximately $35.3$47.1 million wascarry fullyforward utilized as of December 31, 2023.indefinitely. State and foreign net operating loss carryforwards generated in the tax years from 2017 to 2020 will begin to expire, if not utilized, by 2040. DocGo’s unused losses generally carry forward to offset future taxable income, if any, until such unused losses expire. DocGo may be unable to use these losses to offset income before such unused losses expire. However, U.S. federal net operating losses generated in 2019 and forward are not subject to expiration and, if not utilized by fiscal 2021, are only available to offset 80% of taxable income each year due to changes in tax law attributable to the passage of Tax Cuts and Jobs Act of 2017. In addition, if DocGo undergoes an “ownership change” under Section 382 of the Internal Revenue Code of 1986, as amended (generally defined as a greater than 50% cumulative change in the equity ownership of certain shareholders over a rolling three-year period), DocGo’s ability to use its pre-change net operating loss carryforwards and other pre-change tax attributes to offset future taxable income or taxes may be limited. Although the Business Combination did not constitute such an ownership change, DocGo may experience ownership changes in the future as a result of changes in its stock ownership, some of which may not be within DocGo’s control, which could materially reduce or eliminate DocGo’s ability to use these losses or tax attributes to offset future taxable income or tax and have an adverse effect on its business, financial condition and results of operations.

DocGo continues to monitor changes in tax laws in the U.S. and the impact of proposed and enacted legislation in the foreign jurisdictions in which it operates. InFor Augustexample, 2022,in July 2025, the InflationOne ReductionBig Beautiful Bill Act of 2022 was enacted, which, among other things, includesrestores aand newmakes 15%permanent alternative100% minimumbonus depreciation for qualified property acquired and placed in service after January 19, 2025; permanently reinstates full, immediate expensing of domestic research & experimentation (R&E) expenditures; and repeals or phases out several clean energy-related tax on the adjusted financial statement income of certain large corporations for tax years beginning after December 31, 2022.credits. If other proposals, such as an increase of the income tax rate on domestic and/or foreign income, are enacted into legislation, they could materially impact DocGo’s tax provision, cash tax liability and effective tax rate.

HIPAA also authorizes state attorneys general to file suit on behalf of their residents. Courts may award damages, costs and attorneys’ fees related to violations of HIPAA in these cases. While HIPAA does not create a private right of action allowing individuals to sue DocGo in civil court for violations of HIPAA, its standards have been used as the basis to establish a duty of care in state civil suits ,suits, which can result in findings of negligence or recklessness in the misuse or breach of PHI. In addition, HIPAA mandates that the Secretary of HHS conduct periodic compliance audits of covered entities and business associates for compliance with the HIPAA privacy and security requirements. HIPAA also tasks HHS with establishing a methodology whereby harmed individuals who were the victims of breaches of unsecured PHI may receive a percentage of the fine paid by the violator under the CMPL.

In addition to HIPAA, numerous other federal and state laws and regulations protect the confidentiality, privacy, availability, integrity and security of PHI and other types of PII. State statutes and regulations vary from state to state, and these laws and regulations in many cases are more restrictive than, and may not be preempted by, HIPAA. These laws and regulations are often uncertain, contradictory and subject to change or differing interpretations, and DocGo expects new laws, rules and regulations regarding privacy, data protection and information security to be proposed and enacted in the future. By way of example, the California Consumer Privacy Act (“CCPA”), which went into effect on January 1, 2020 and was amended by the California Privacy Rights Act (“CPRA”), a ballot measure approved by California voters in November 2020 that went into effect January 1, 2023, has had a profound impact on the privacy and data security landscape. As the first comprehensive consumer privacy legislation in the U.S., the CCPA created new consumer rights where applicable (some information may be exempt from most of CCPA’s/CPRA’s requirements if subject to HIPAA, for example), which were further expanded by the CPRA. A number of other states have followed suit, with some of those laws already in effect and others coming into effect between 2025 andin 2026, creating a patchwork of overlapping but different state laws and thus complicating compliance efforts.

There is ongoing concern from privacy advocates, regulators and others regarding data protection and privacy issues, and the number of jurisdictions with data protection and privacy laws has been increasing. In addition, the scope of protection afforded to data subjects by many of these data protection and privacy laws has been increasing. There are also ongoing public policy discussions regarding whether the standards for deidentified,de-identified, anonymous or pseudonymized health information are sufficient, and whether the risk of re-identification is sufficiently small to adequately protect patient privacy. These trends may lead to further restrictions on the use of this and similar categories of information. These initiatives or future initiatives could compromise DocGo’s ability to access and use data or to develop or market current or future services.

Any failure to comply with HIPAAHIPAA, the TCPA or similar laws and regulationsregulations, including with respect to consent, disclosures, message content, frequency or use of automated technologies, could expose DocGo to substantial statutory damages, regulatory enforcement actions, and theother consequenceslegal ofliability, such non-compliancewhich could have a material adverse impact on DocGo’s business, financial condition and results of operations.

As one example, the telehealth industry is still relatively young and developing, and DocGo’s ability to provide its telehealth solutions is directly dependent upon the development and interpretation of the laws governing remote healthcare, the practice of medicine and healthcare delivery in the applicable jurisdictions and more broadly. A few states have imposed different, and, in some cases, additional, standards regarding the provision of services via telehealth. State medical boards have also established new rules or interpreted existing rules in their respective states in a manner that has limited the way telehealth services can be provided. Although the COVID-19 pandemic has led to the relaxation of certain Medicare, Medicaid and state licensure restrictions on the delivery of telehealth services and many of these relaxed policies were either made permanent or extended throughfor Marchlimited 31,periods, 2025including into early 2026 (the “Extension”), it is uncertain how long some of the relaxed policies will remain in effect. There can be no guarantee that upon expiration of the Extension such restrictions will not be reinstated or changed in a way that adversely affects DocGo’s current or future telehealth offerings.

The Medicare program and its reimbursement rates and rules are subject to frequent change. These include statutory and regulatory changes, rate adjustments (including retroactive adjustments), administrative or executive orders and government funding restrictions, all of which may materially adversely affect the rates at which Medicare reimburses DocGo for its services. Budget pressures often cause the federal government to reduce or place limits on reimbursement rates under Medicare. Implementation of these and other types of measures could result in substantial reductions in DocGo’s revenues and operating margins. For example, due to the federal sequestration, an automatic 2% reduction in Medicare spending took effect beginning in April 2013. Although temporarily paused/reduced from May 1, 2020 through June 30, 2022 due to The Cares Act, which was signed into law on March 27, 2020, and designed to provide financial support and resources to individuals and business affected by the COVID-19 pandemic, the 2% reduction was reimposed as of July 1, 2022 and is still currentlyremains in effect as of the date of this filing.

DocGo’s future indebtedness could require that it dedicate a portion of its cash flows to debt service obligations and reduce the funds that would otherwise be available for other general corporate purposes and other business opportunities, which could adversely affect DocGo’s operating performance, growth, profitability and financial condition, which in turn could make it more difficult for it to generate cash flow sufficient to satisfy all of its obligations under its indebtedness.

As of December 31, 2024,2025, DocGo had $30no millionborrowings outstanding under athe amended and restated credit agreement, dated as of NovemberAugust 1,7, 2022,2025, among DocGo, Citibank, N.A., as administrative agent (the “Agent”), and the other parties thereto (the “Credit Agreement”). The Credit Agreement provides for a revolving credit facility in the initial aggregate principal amount of $90$55 million (the “Revolving Facility”)., and borrowings thereunder are subject to a borrowing base formula based on eligible receivables as described therein. The Revolving Facility includes the ability for the Company to request an increase to the commitment by an additional amount of up to $20 million, though no lender is obligated to provide any such additional commitment. Any borrowings under the Revolving Facility wereare expected to be used for general corporate purposes, including the funding of working capital needs. Borrowings under the Revolving Facility bear interest at a per annum rate equal to: (i) at DocGo’s option, (x) the base rate or (y) the adjusted term SOFR rate, plus (ii) the applicable margin. DocGo is also required to pay a commitment fee to the lenders under the Revolving Facility in respect of any unutilized commitments thereunder. DocGo’s borrowings under the Credit Agreement or similar future arrangements could require that DocGo dedicate a portion of its cash flows to debt service payments. As a result, any such indebtedness could reduce the funds that would otherwise be available for operations and future business opportunities, and payments of such debt obligations could limit DocGo’s ability to:

Additionally, the Credit Agreement alsois requires DocGosubject to maintain a certain interestminimum coverageliquidity ratiofinancial covenant based on the prior twelve months’ cash burn and the Company’s available cash balances and borrowing ability thereunder. As of December 31, 2025, DocGo was not in compliance with such covenant. While DocGo is currently in active discussions with the lenders as of the date of this filing to reach a netresolution leverageregarding ratio.the covenant non-compliance and preserve its ability to draw from the Revolving Facility, there can be no assurance that DocGo will be successful in reaching a resolution or that the Revolving Facility will remain available. DocGo’s ability to comply with the covenants and restrictions contained in the Credit Agreement in the future may be affected by events beyond its control. If market or other macroeconomic conditions deteriorate, its ability to comply with these covenants and restrictions may be impaired.

The Common Stock is listed on Nasdaq under the symbol “DCGO.” DocGo is required to meet continued listing requirements for its securities to continue to be listed on Nasdaq, including having a minimum number of public securities holders and a minimum stock price. DocGo cannot assure you that it will continue to meet those listing requirements in the future.

DocGo intends to actively monitor the closing bid price of the Common Stock and will evaluate available options to regain compliance with the Minimum Bid Requirement, including initiating a reverse stock split. However, there can be no assurance that DocGo will regain compliance with the Minimum Bid Requirement during the 180 day compliance period, secure a second period of 180 days to regain compliance, or maintain compliance with the other Nasdaq listing requirements, If Nasdaq delists DocGo’s securities from trading on its exchange and DocGo is not able to list its securities on another national securities exchange, DocGo expects its securities could be quoted on an over-the-counter market. If this were to occur, it could face significant material adverse consequences, including:

In addition, the shares of Common Stock reserved for future issuance under DocGo’s equity incentive plans will become eligible for sale in the public market once those shares are issued, subject to provisions relating to various vesting agreements and, in some cases, limitations on volume and manner of sale applicable to affiliates under Rule 144 under the Securities Act, as applicable. The number of shares of Common Stock reserved for future issuance under its equity incentive plans represents approximately 13.6%17.1% of outstanding Common Stock as of December 31, 2024.2025. The compensation committee of the Board may determine the exact number of shares to be reserved for future issuance under its equity incentive plans at its discretion. DocGo has filed aRegistration Statements on Form S-8 under the Securities Act to register shares of Common Stock and securities convertible into or exchangeable for shares of Common Stock issued pursuant to DocGo’s equity incentive plan and may file additional registration statements on Form S-8 in the future. Any such Form S-8 registration statements will automatically become effective upon filing. Accordingly, shares registered under such registration statements will be available for sale in the open market.

The following discussion and analysis of our financial condition and results of operations should be read in conjunction with our Consolidated Financial Statements and the accompanying notes included elsewhere in this Annual Report. The discussion and analysis below contain certain forward-looking statements about our business and operations that are subject to the risks, uncertainties and other factors described in the section entitled “Risk Factors,” included in Part I, Item 1A, and other factors included elsewhere in this Annual Report. These risks, uncertainties and other factors could cause our actual results or outcomes to differ materially from those expressed in, or implied by, the forward-looking statements. Please refer to the section entitled “Cautionary Note Regarding Forward-Looking Statements.”

Our operating results and financial performance are influenced by a variety of factors, including, among others, our ability to establish, maintain and grow customer relationships; our ability to execute projects to the satisfaction of our customers; conditions in the healthcare transportation and mobile health services markets; changes in government spending on healthcare and other social services, including as a result of changes in the U.S. administration and administrative priorities; availability of healthcare professionals and other personnel and our ability to attract and retain such personnel; changes in the cost of labor; our competitive environment; 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 prospect of a shutdown of the U.S. federal government; production schedules of our suppliers; our ability to obtain or maintain operating licenses; and the success of our acquisition strategy. Some of these key factors are briefly discussed below. Future revenue growth and improvement in operating results will be largely contingent on our ability to penetrate new markets and further penetrate existing markets, which is subject to a number of uncertainties, many of which are beyond our control.

The Mobile Health Services market is dependent on several factors, including increased patient acceptance of services that are provided outside of traditional healthcare facilities, such as in homes, businesses or other designated locations; healthcare coverage of the various Mobile Health Services; andand, to a lesser extent, continued desire on the part of government and municipal entities to fund programs to assist currently underserved patient segments via “population health” programs. These programs increased in number, scale and scope since the beginning of the COVID-19 pandemic. While COVID-19 testing and vaccination programs have been dramatically scaled back from their levels at the pandemic’s peak, there have been expansions of these population health programs into other areas, such as the provision of healthcare and related services to recent migrants and asylum seekers.

The Transportation Services market is highly dependent on patients requiring transportation after surgeries and other medical procedures and treatments. The Company primarily focuses on the non-emergency medical transport market, which includes services that are provided to patients who need assistance getting to and from medical appointments. Key drivers of this market are the increase in chronic conditions and the number of elective surgeries as well as the ongoing aging of the population, as the older demographics tend to be much more frequent consumers of medical transportation services. TheWe believe the market will also grow if hospitals and other healthcare facilities continue to outsource more of their transportation needs to independent providers, such as the Company, allowing these facilities to concentrate their efforts on their core competencies.

Economic changes, both nationally and locally, in our markets impact our financial performance. Unfavorable changes in demographics, healthcare coverage of Mobile Health Services and Transportation Services, interest rates, inflation rates, the availability of trained and licensed healthcare professionals, or ambulance manufacturing,manufacturing; a weakening of the national economy or of any regional or local economy in which we operate; and other factors beyond our control could adversely affect our business.

We pay close attention to the management of our working capital and operating expenses. Some of our most significant operating expenses are labor costs, medical supplies and vehicle-related costs, such as fuel, maintenance, repair and insurance. Insurance costs include premiums paid for coverage as well as reserves for estimated losses within the Company’s insurance policy deductibles.deductibles and for the lines of insurance where the Company is self-insured, such as auto and workers’ compensation. We employ our proprietary technology to help drive improvements in productivity per transport and per shift. We regularly analyze our workforce productivity to help achieve the optimum, cost-efficient labor mix for our locations. This involves managing the mix of Company-employed labor and subcontracted labor as well as full-time and part-time employees.

The inflation rate in the United States, as measured by the Consumer Price Index, has generally trended updown since earlythe 2021.middle of 2023. This data is reported monthly, showing year-over-year changes in prices across a basket of goods and services. However, theThe inflation rate declined throughoutto most2.7% offor the full year 2025, down from 2.9% in 2024, 3.4% in 2023 and 6.5% in 2022. In February 2026, the annual inflation rate declined to 2.9% for2.4%, the fulllowest yearsince 2024February from2021. 4.1% in 2023 and 8.0% in 2022. TheAn increased inflation raterate, such as that witnessed between 2021 and 2024the hasfirst hadhalf of 2023, could have an impact on the Company’sDocGo’s expenses in several areas, including wages, fuel and medical and other supplies. This haswould hadhave the effect of compressing gross profit margins, as the CompanyDocGo is generally unable to pass these higher costs on to its customers, particularly in the short term. In addition, opportunities to mitigate the impact of inflation are limited, aside from potentially buying more medical supplies than are currently needed in an effort to reduce the volume of future purchases, in instances where supply prices are anticipated to rise. As inflation has moderated, and in an attempt to stimulate economic growth, the U.S. Federal Reserve implemented three interest rate cuts in 2024,September, October and December of 2025, lowering its benchmark rate (the “federal funds rate”) to the current level of 4.25-4.50%3.5-3.8% as of the date of this Annual Report. Looking into 2025,2026, weDocGo anticipateanticipates that the inflation rate will remain at or near the currently more moderate level, with an annual rate similar to those witnessed in 20242024-2025 and in the 2010-2020 period, when the annual inflation rate ranged from 0.1% to 3.2%. IfHowever, if inflation is above the levels that the CompanyDocGo anticipates, gross margins could be below plan and ouras a result, DocGo’s business, operating results and cash flows may be adversely affected.

During the year ended December 31, 2025, the Company completed three acquisitions, for an aggregate purchase price of $21.1 million. During the year ended December 31, 2024, the Company did not complete any acquisitions. During the year ended December 31, 2023, wethe Company completed three acquisitions for an aggregate purchase price of $34.2 million. During the year ended December 31, 2022, we completed five acquisitions for an aggregate purchase price of $69.1 million.

•Mobile Health Services: The services offered by this segment include a wide variety of healthcare services performed at homes, offices and other locations and event services such as on-site healthcare support at sporting events and concerts. This segment also provides total care management solutions to large, typically underserved population groups, primarilytypically through arrangements with municipalities, which include both physical and mental healthcare services as well as ancillary services, such as shelter.services.

For the year ended December 31, 20242025 the Company recorded a net incomeloss of $13.4$196.4 million, compared to net income of $10.0$13.4 million and $30.7$10.0 million in the years ended December 31, 20232024 and 2022,2023, respectively. See “Results of Operations” for the Company’s evaluation of these results.

Investing in R&D and Enhancing our Customer ExperienceAI

In recent years, the Company’s government contract work has represented a substantial portion of its overall revenue,revenue. While the Company expects government contract work to decline, both in absolute dollar terms and maintainingas a percentage of overall consolidated revenue, due primarily to the ending of large migrant-related projects in New York, the Company continues to bid on government contracts and continuingexpects tosome growrevenue from this revenuessector stream is an important part ofin the Company’s growth strategy.future. However, government contract work is subject to risks and uncertainties. For example, starting in the second quarter of 2023, the Company began providing services to the recent migrant population in New York City and in upstate New York. Some of these services were provided pursuant to a contract with an ending date during the second quarter of 2024. While a portion of that contract was extended through December 31, 2024, 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. While the exactCompany timingcontinued ofto provide services under other contracts during 2025, the wind-down of the remaining migrant-related services under other contracts iswas stillcompleted unknown,in the wind-down of services is underwayDecember, and the Company expects that the revenues from theseany remaining migrant-related projects will be significantlyrelatively 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 20252026 than they were in 20242025, and ingiven the second halfabsence of 2023.migrant-related project revenues.

In addition, government contract work subjects the Company to government audits, investigations and proceedings, which could lead to the Company to being barred from government work or subjected to fines if it is determined that a statute, rule, regulation, policy or contractual provision has been violated. Audits can also lead to adjustments to the amount of contract costs that the Company believes are reimbursable or to the ultimate amount the Company may be paid under the agreement. Furthermore, a shift in government policies or priorities, at either the federal, state or local level, surrounding the allocation of public spending to health care-related projects, could have a large impact on the Company’s revenues in this area. A loss of or a decline in government contract work, if not offset by revenues from new or other existing customers, could have a material adverse effect on the Company’s business, financial condition and results of operations.

Our business consists of three reportable segments — Mobile Health Services, Transportation Services and Corporate. All revenue and cost of goods soldrevenues are contained within the Mobile Health Services and Transportation Services segments. Accordingly, revenues and cost of goods soldrevenues are discussed below on a consolidated level and are also broken down between Mobile Health Services and Transportation Services. Operating expenses are discussed on a consolidated level and broken down among all three segments. The Company evaluates the performance of each of its segments based primarily on its results of operations. Accordingly, other income and expenses not included in results of operations are only included in the discussion of consolidated results of operations. When evaluating results of operations, the Company will typically not take into account certain non-cash elements of results of operations, such as impairments of intangible assets and goodwill. In the Company’s view, these items, while part of results of operations, are not a reflection of the underlying performance of the business during the period being evaluated.

Technology and development expenses consistsconsist primarily of costs incurred in the design and development of the Company’s proprietary technology, third-party software and technologies. We expect technology and development expenses to increase in future periods to support our growth, including our intent to continue investing in the optimization, accuracy and reliability of our dispatch and communication platform and drivedriving efficiency in our operations. These expenses may vary from period to period as a percentage of revenues,revenue, depending primarily upon when we choose to make more significant investments, particularly when entering new business lines or customer sales channels. Technology and development expenses will also be driven by investments made into new areas, such as artificial intelligence.

Our sales, advertising and marketing expenses consist of costs directly associated with our sales and marketing activities, which primarily include sales commissions, marketing programs, trade shows,shows and promotional materials and general branding. We expect our sales, advertising and marketing expenses to continue to increase over time as we increase our marketing activities, growexpand ourinto domesticnew geographic markets and internationalcustomer operationsverticals, particularly in the Mobile Health segment, and continue to build brand awareness.

For the year ended December 31, 2024, Mobile Health Services revenues were $423.1 million, a decrease of $19.7 million, or 4.4%, as compared with the year ended December 31, 2023. The decline in revenues was primarily 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. While the exact timing of the wind-down of the remaining migrant-related services under other contracts is still unknown, the wind-down of those services is underway and the Company expects that the revenues from any remaining migrant-related projects will be significantly lower in 2025 than they were in 2024. While we expect to launch new Mobile Health Services projects in 2025 and to expand existing projects, we expect that the Mobile Health Services segment’s revenues will be lower in 2025 than they were in 2024.

Total cost of revenues in the year ended December 31, 2024 decreased by $25.9 million compared to the yearsame endedperiod December 31,in 2023. This decrease was primarily attributable to a $4.7 million decrease in total compensation, a $24.0 million decrease in subcontracted labor costs, and a $6.9 million decrease in medical and related supplies, all driven by the wind-down of migrant-related projects that began in the second quarter of 2024. These declines were partially offset by an increase of $3.8 million in vehicle costs, due to the increase in the size of the Company’s fleet and a net increase of $5.9 million across several other cost of revenues categories.

For the year ended December 31, 2024, the Company recorded approximately $1.9 million of interest expense, net compared to $1.7 million of interest income, net in the year ended December 31, 2023. Interest expenses on borrowings under the Prior Revolving Facility outweighed interest earned on balances in the Company’s interest-bearing accounts in the yearyears ended December 31, 2024. Prior to October 2023, there were no amounts outstanding under the Company’s line of credit.

ChangeGain on change in fair value of contingent liabilityconsideration

During the year ended December 31, 2024, the Company recorded a gain on change in fair value of contingent liabilityconsideration of approximately $9.4 million, reflecting a reduction in the anticipated payments to be made for an acquisition, based upon performance compared to certain targets. During the year ended December 31, 2023, the Company recorded a gain on change in fair value of contingent liabilityconsideration of approximately $1.4 million, reflecting a reduction in the anticipated payments to be made for a recent acquisition, based upon performance compared to certain targets.

During the year ended December 31, 2024, the Company recorded finite-lived intangible asset impairment of approximately $8.3 million, relating to the projected value of the customer relationships for Cardiac RMS, LLC, arising from a revised long-term forecast for the business.business Duringthat impacted the estimated fair value of contingent consideration. The Company did not record a finite-lived intangible asset impairment within other expense that resulted from an updated contingent consideration estimate for the year ended December 31, 2023, the Company did not record any finite-lived intangible asset impairment.2023.

Gain (loss)Loss on disposal of fixed assets

(Provision for) benefit from income taxes

Forward-looking statements are inherently subject to substantial risks, uncertainties and assumptions, many of which are beyond our control, and which may cause our actual results or outcomes, or the timing of our results or outcomes, to differ materially from those contained in our forward-looking statements, including, but not limited to the following: impacts related to the wind down of migrant-related services; our ability to continue as a going concern; our ability to maintain our listing on Nasdaq; our ability to pursue strategic initiatives to deliver on shareholder value; our ability to expand our programs with insurance partners, hospital systems, municipalities and other strategic partners; our ability to successfully implement our business strategy, including delivering value to shareholders via buybacks and funding new strategic relationships; our ability to establish, maintain and grow customer relationships; our ability to execute projects to the satisfaction of our customers; our ability to grow demand for our care gap closure programs; our ability to maintain or grow our cash balances; our reliance on and ability to maintain our contractual relationships with our healthcare provider partners and other strategic partners; our ability to compete effectively in a highly competitive industry, including conditions in the healthcare transportation and mobile health services markets; our ability to maintain existing contracts; our reliance on government contracts, including changes in government spending on healthcare and other social services; recent revenue growth derived from a small number of large customers; our ability to effectively manage our growth; our financial performance and future prospects; our ability to deliver on our business strategies or models, plans and goals; our ability to expand geographically; our M&A activity and success of our acquisition strategy; 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; changes in the cost of labor; our ability to collect on customer receivables; risks associated with our share repurchase programprogram, 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. federal government; the ability of our suppliers to meet our needs; our ability to obtain or maintain operating licenses; potential changes in federal, state or local government policies or priorities; expected impacts of geopolitical instability; our competitive position and opportunities, including our ability to realize the benefits from our operating model; our ability to improve gross margins; our ability to implement and deliver on cost-containment measures and ongoing cost rationalization initiatives; legislative and regulatory actions; the impact of legal proceedings and compliance risk; volatility of our stock price; the impact on our business and reputation in the event of information technology system failures, network disruptions, cyber incidents or losses or unauthorized access to, or release of, confidential information; our ability to comply with laws and regulations regarding data privacy and protection and other risk factors that are described herein, as well as the risks discussed in Item 1A “Risk Factors” of Part I in our Annual Report on Form 10-K for the fiscal year ended December 31, 2025 and that are otherwise described or updated from time to time in our filings with the SEC.

For the three months ended MarchJune 31,30, 2026, the Company recorded a net loss of $16.7$18.0 million, compared to a net loss of $11.1$13.3 million for the three months ended MarchJune 31,30, 2025. See “Results of Operations” for the Company’s evaluation of these results.

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. 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 MarchJune 2026, the annual inflation rate increaseddecreased to 3.3%,3.8%, from 2.4%4.2% in February,May, which was the lowesthighest reading since FebruaryApril 2021.2023. The increase in Marchrecent wasmonths 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. This would have the effect of compressing gross profit margins, as DocGo is generally unable to pass these higher costs on to its customers, particularly in the short term. In addition, opportunities to mitigate the impact of inflation are limited, aside from potentially buying more medical supplies than are currently needed in an effort to reduce the volume of future purchases, in instances where supply prices are anticipated to rise. As inflation has moderated, and in an attempt to stimulate economic growth, the U.S. 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 3.5-3.8%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 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.

A “trip” is defined as an instance where the Company completes the transportation of a patient to a specific destination, for which we are able to charge a fee. 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, thewe Company believesbelieve it is a good measure of the level of demand for the Company’sour 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 savingsupport (BLS) versus advanced life savingsupport (ALS), as well as by the type of payer (commercial insurance, contracted rate with the facility, private pay, Medicare or Medicaid).

The Company did not complete any acquisitions during the threesix months ended MarchJune 31,30, 2026. During the threesix months ended MarchJune 31,30, 2025, the Company completed one acquisition, for $4.2 million.

Our sales, advertising and marketing expenses consist of costs directly associated with our sales and marketing activities, which primarily include sales commissions, marketing programs, trade shows and promotional materials and general branding. We expect our sales, advertising and marketing expenses to continue to increase over time as we increase our marketing activities, expand into new geographic markets and customer verticals, particularly in the Mobile Health segment, and continue to build brand awareness. 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 consists primarily of interest on our outstanding borrowings under our outstanding notes payable and financing obligations, including our Prior Revolving Facility. 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.

Comparison of the Three Months Ended MarchJune 31,30, 2026 and 2025

For the three months ended MarchJune 31,30, 2026, total revenues were $75.5$73.4 million, a decrease of $20.5$7.0 million, or 21.4%,8.7%, compared to the three months ended MarchJune 31,30, 2025.

For the three months ended MarchJune 31,30, 2026, Mobile Health Services revenues were $23.6$21.4 million, a decrease of $21.6$9.4 million, or 47.8%,30.5%, compared to the three months ended MarchJune 31,30, 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.

For the three months ended MarchJune 31,30, 2026, Transportation Services revenues were $51.9$52.0 million, an increase of $1.1$2.4 million, or 2.2%,4.8%, compared to the three months ended MarchJune 31,30, 2025. This increase was due to a 7.5%10.8% increase in U.S. trip volumes, to 79,71280,447 trips in the three months ended MarchJune 31,30, 2026, from 74,13072,598 trips for the three months ended MarchJune 31,30, 2025. The average trip price increased to $408$426 in the three months ended MarchJune 31,30, 2026, from $378$410 in the three months ended MarchJune 31,30, 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. market.

For the three months ended MarchJune 31,30, 2026, total cost of revenues (exclusive of depreciation and amortization) decreased by 20.7%7.3% compared to the three months ended MarchJune 31,30, 2025, while revenues decreased by approximately 21.4%.8.7%. Cost of revenues as a percentage of revenues increased to 68.5%69.5% in the three months ended MarchJune 31,30, 2026 from 67.9%68.4% in the three months ended MarchJune 31,30, 2025.

Total cost of revenues in the three months ended MarchJune 31,30, 2026 decreased by $13.5$4.0 million compared to the same period in 2025. This decrease was primarily attributable to a $6.8$2.9 million decrease in total compensation andcompensation, a $6.7$0.4 million decline in subcontracted labor costs,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 MarchJune 31,30, 2026 amounted to $16.3$15.6 million, down 47.9%25.0% from $31.3$20.8 million in the three months ended MarchJune 31,30, 2025. Cost of revenues as a percentage of revenues decreasedincreased to 69.1%72.9% from 69.2%67.5% in the prior year period, despitedue to the decline in Mobile Health Services revenues from migrant-related projects,projects dueand tothe 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 MarchJune 31,30, 2026 amounted to $35.4 million, up 4.4%3.5% from $33.9$34.2 million in the three months ended MarchJune 31,30, 2025. Cost of revenues as a percentage of revenues increaseddecreased to 68.2%68.1% from 66.7%69.0% in the prior year quarter, despitedue to the revenue increase, duewhich tooutweighed the effect of increased compensation and higher vehicle costs. Total compensation increased by 8.2%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 27.7%17.9% when compared to last year’s firstsecond 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 inthroughout the month of March,quarter, which have continued into the secondthird quarter.

For the three months ended MarchJune 31,30, 2026, the Company recorded $42.5$40.3 million of operating expenses compared to $44.8$42.9 million for the three months ended MarchJune 31,30, 2025, a decrease of 5.1%.6.1%. As a percentage of revenue, operating expenses increased from 46.7%53.4% in the firstsecond quarter of 2025 to 56.3%54.9% in the firstsecond quarter of 2026, reflecting the decrease in revenues described above. The decrease of $2.3$2.6 million in operating expenses related primarily to a decline of $1.5$0.5 million in total compensation, asa $0.6 million decline in subcontractor costs and a 27%$1.3 reductionmillion decline in compensationdepreciation and amortization, reflecting the writedown of intangible assets in the Corporate segment outweighed increases in the Mobile Health Servicesthird and Transportationfourth Servicesquarters segments.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 MarchJune 31,30, 2026 were $11.0 million, downup 3.5%3.8% from $11.4$10.6 million in the three months ended MarchJune 31,30, 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 2025.2025 outweighed the elimination of operating expenses related to the wound-down migrant-related projects. Operating expenses as a percentage of revenues increased to 46.6%51.4% in the firstsecond quarter of 2026, from 25.2%34.4% in the firstsecond 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 MarchJune 31,30, 2026 were $16.8$16.3 million, up 7.0%1.2% from $15.7$16.1 million in the three months ended MarchJune 31,30, 2025. Operating expenses as a percentage of revenues increaseddecreased slightly, to 32.4%31.3% for the three months ended MarchJune 31,30, 2026 from 30.9%32.5% in the three months ended MarchJune 31,30, 2025, primarilyas duethe toincreased 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 MarchJune 31,30, 2026 were $14.7$13.0 million, down 16.9%19.8% from $17.7$16.2 million in the three months ended MarchJune 31,30, 2025, asdue to reduced corporate headcount andheadcount, lower subcontractor costs,costs and a 34% decline in professional fees, all relating to the Company’s ongoing cost-cutting efforts, outweighed an increase in professional fees outweighed a decline in subcontractor expenses.efforts. Corporate expenses amounted to approximately 19.5%17.7% of total consolidated revenues in the firstsecond quarter of 2026, compared to 18.4%20.1% in the firstsecond quarter of 2025, reflectingdespite the decline in total consolidated revenues.revenues, reflecting the impact of these cost-cutting efforts.

During the three months ended MarchJune 31,30, 2026, the Company recorded a $0.1 million interest expense, net compared to a $0.4$0.5 million interest expense, net in the three months ended MarchJune 31,30, 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 MarchJune 31,30, 2026 and 2025.

During the threesix months ended MarchJune 31,30, 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 threesix months ended MarchJune 31,30, 2025.

During the threesix months ended MarchJune 31,30, 2026, the Company recorded $4.7 million in other income from insurance proceeds. The Company did not record any insurance proceeds during the threesix months ended MarchJune 31,30, 2025. The Company was reimbursed in the 2026 period for legal fees that were covered by the Company’s insurance policy.

The Company did not record a gain or loss on equity method investment for the threesix months ended MarchJune 31,30, 2026. During the threesix months ended MarchJune 31,30, 2025, the Company recorded a loss on equity method investments of $40,698,$0.1 million, 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 threesix months ended MarchJune 31,30, 2026, the Company recorded a $62,493$0.1 million loss on disposal of fixed assets compared to a $15,139$33,215 gainloss on disposal of fixed assets in threesix months ended MarchJune 31,30, 2025.

During the threesix months ended MarchJune 31,30, 2026, the Company recorded other income of $0.3$0.4 million, compared to other expense of $0.3$0.2 million in the threesix months ended MarchJune 31,30, 2025.

During the threesix months ended MarchJune 31,30, 2026, the Company recorded an income tax expenseprovision of $19,283,$0.1 million, compared to an income tax benefit of $3.7$8.4 million in the threesix months ended MarchJune 31,30, 2025.

For the threesix months ended MarchJune 31,30, 2026, the Company had net loss attributable to noncontrolling interests of approximately $1.9$4.1 million, compared to net loss attributable to noncontrolling interests of approximately $1.7$3.8 million for the threesix months ended MarchJune 31,30, 20252025.