ModivCare Inc. Form 8-K: Current report
Filings on SEC EDGAR, newest first; amendments sit with their base form. Values are as filed.
- 2025-12-29: Form 8-K; Period of report 2025-12-29; Description 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; Details 1.01.
- 2025-11-12: Form 8-K; Period of report 2025-11-09; Description 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Details 5.02.
- 2025-08-22: Form 8-K; Period of report 2025-08-20; Description 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure; Details 3.01.
- 2025-08-21: Form 8-K; Period of report 2025-08-14; Description 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.02 Results of Operations and Financial Condition; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events; Details 1.01.
| Filed | Form | Period of report | Description | Details | Document |
|---|---|---|---|---|---|
| 2025-12-29 | 8-K | 2025-12-29 | 1.01 Entry into a Material Definitive Agreement; 1.02 Termination of a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.01 Completion of Acquisition or Disposition of Assets; 3.03 Material Modification to Rights of Security Holders; 5.01 Changes in Control of Registrant; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 1.01 Entry into a Material Definitive Agreement. 1.02 On the Effective Date, pursuant to the Plan and the Confirmation Order, all agreements, instruments and other documents evidencing or governing claims and interests against the Debtors that were not assumed under the Plan, including, without limitation, the prepetition credit facilities. indentures and any related guarantees and security documents (the “Prepetition Credit Facilities”) and the senior secured superpriority priming debtor-in-possession term loan credit facility and any related guarantees and security documents (the “DIP Facility”), were canceled, released and discharged, except for the purpose of evidencing a right to distributions under the Plan, and except as otherwise provided in the Plan. 1.03 On December 15, 2025, the Bankruptcy Court entered the Confirmation Order confirming the Plan. 2.01 The information set forth in the Introductory Note and Items 1.01 and 1.03 of this Current Report on Form 8-K is incorporated herein by reference. 3.03 The information set forth in the Introductory Note and Items 1.01, 1.02, and 1.03 of this Current Report on Form 8-K is incorporated herein by reference. 5.01 The information set forth in the Introductory Note and Items 1.01, 1.03 and 2.01 of this Current Report on Form 8-K is incorporated herein by reference. 5.02 Upon the Effective Date, each of the officers of ModivCare serving immediately prior to the Effective Date other than Scott Kern (Vice President, Corporate Development) were deemed to have resigned in accordance with the Plan. 7.01 On the Effective Date, the Company issued a press release announcing its emergence from the Chapter 11 Cases and the effectiveness of the Plan. | modv20251226_8k.htm |
| 2025-11-12 | 8-K | 2025-11-09 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On November 9, 2025, David Mounts Gonzales resigned from the Board of Directors of ModivCare Inc. (the “Company”), effective immediately. | modv-20251109.htm |
| 2025-08-22 | 8-K | 2025-08-20 | 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing; 7.01 Regulation FD Disclosure | 3.01 On August 21, 2025, ModivCare Inc. (the “Company”) received a notification letter (the “Delisting Notice”) 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 (the “Common Stock”), from Nasdaq. 7.01 On August 22, 2025, the Company issued a press release announcing the information described in Item 3.01 of this Current Report on Form 8-K (this “Current Report”). | modv20250822_8k.htm |
| 2025-08-21 | 8-K | 2025-08-14 | 1.01 Entry into a Material Definitive Agreement; 1.03 Bankruptcy or Receivership; 2.02 Results of Operations and Financial Condition; 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 1.03 On August 20, 2025, ModivCare Inc. (“ModivCare”) and certain of its subsidiaries (such subsidiaries, together with ModivCare, the “Company” or the “Debtors”) 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 February 25, 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”). 2.02 To the extent required, the information set forth below under the heading “Cleansing Materials” in Item 7.01 of this Current Report is hereby incorporated by reference in this Item 2.02. 5.02 On August 14, 2025, the Board approved a Key Employee Retention Plan (the “KERP”) for certain of its key officers and employees (each, a “Participant”), including the Company named executive officers who are set forth in the table below. 7.01 On August 20, 2025, the Company issued a press release announcing the Chapter 11 Cases and other matters, a copy of which is attached as Exhibit 99.1 hereto and incorporated herein by reference. 8.01 The Company cautions that trading in its securities (including its common stock) during the pendency of the Chapter 11 Cases is highly speculative and poses substantial risks. | modv20250818_8k.htm |
| 2025-07-10 | 8-K | 2025-07-07 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On July 10, 2025, ModivCare Inc. (the “Company”) issued a press release announcing that it has regained compliance with Rule 5450(b)(3)(C) of the Nasdaq Stock Market LLC (“Nasdaq”) regarding the Company’s market value of publicly held shares (“MVPHS”), with the result that the Company again satisfies all Nasdaq listing standards required for continued listing on The Nasdaq Global Select Market. 8.01 On July 7, 2025, the Company received written notice from the Listing Qualifications Department of Nasdaq informing the Company that it regained compliance with the minimum $15,000,000 MVPHS required for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(b)(3)(C), having confirmed that the Company's MVPHS had been above $15,000,000 for at least the last 20 consecutive business days. | prsc-20250707.htm |
| 2025-06-18 | 8-K | 2025-06-17 | 5.07 Submission of Matters to a Vote of Security Holders | 5.07 On June 17, 2025, ModivCare Inc. (the “Company”) held its 2025 annual meeting of stockholders (the “2025 Annual Meeting”). | prsc-20250617.htm |
| 2025-05-28 | 8-K | 2025-05-21 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On May 21, 2025, Enrique Toledo, Chief People Officer, notified ModivCare Inc. (the “Company”) of his resignation. | prsc-20250521.htm |
| 2025-05-08 | 8-K | 2025-05-05 | 2.02 Results of Operations and Financial Condition; 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing | 2.02 On May 8, 2025, ModivCare Inc. ("ModivCare" or the "Company") issued a press release announcing its financial results for the quarter ended March 31, 2025. 3.01 On May 5, 2025, the Company received a notification letter (the “Notice”) from the Listing Qualifications Department of the Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, for the previous 30 consecutive business days, the Company’s market value of publicly held shares (“MVPHS”), which value calculation under applicable Nasdaq rule excludes shares held by beneficial owners of more than 10% of our total shares outstanding and shares held by our officers and directors, closed below the $15,000,000 MVPHS threshold required for continued listing on The Nasdaq Global Select Market under Nasdaq Listing Rule 5450(b)(3)(C). | modv-20250505.htm |
| 2025-05-05 | 8-K | 2025-05-01 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On May 1, 2025, each of Barbara Gutierrez, Chief Financial Officer, and Jessica Kral, Chief Information Officer, was notified that her employment with ModivCare Inc. (the “Company”) would be ending effective May 31, 2025. 7.01 On May 5, 2025, the Company issued a press release announcing the leadership changes described herein, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | prsc-20250501.htm |
| 2025-04-25 | 8-K | 2025-04-24 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On April 24, 2025, the board of directors (the “Board”) of ModivCare Inc. (the “Company”) appointed Daniel Silvers as a member of the Board, effective April 24, 2025. 7.01 On April 25, 2025, the Company issued a press release announcing the appointment of Mr. Silvers as described herein, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | prsc-20250424.htm |
| 2025-04-03 | 8-K | 2025-04-02 | 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant | 2.03 As described in the Current Reports on Form 8-K filed by ModivCare Inc. (the “Company”) with the Securities and Exchange Commission (the “Commission”) on March 11, 2025 and March 14, 2025, the Company has issued $301,165,000 in aggregate principal amount of its 5.000%/10.000% Second Lien Senior Secured PIK Toggle Notes due 2029 (the “Second Lien Notes”), the interest with respect to which is payable in cash or payable-in-kind semi-annually in arrears beginning on April 1, 2025, in exchange for $30,000,000 cash and $271,165,000 in aggregate principal amount of the Company’s then outstanding 5.000% Senior Notes due 2029. | prsc-20250402.htm |
| 2025-03-14 | 8-K | 2025-03-13 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 5.07 Submission of Matters to a Vote of Security Holders | 1.01 As described in further detail in the Current Report on Form 8-K filed with the Securities and Exchange Commission (the “Commission”) on January 10, 2025 and the definitive proxy statement filed with the Commission on February 3, 2025 (the “Proxy Statement”), pursuant to the Purchase and Exchange Agreement, dated January 9, 2025 (the “Purchase and Exchange Agreement”), by and among ModivCare Inc. (the “Company”) and Coliseum Capital Partners, L.P. (“CCP”) and Blackwell Partners LLC - Series A (together with CCP, the “Investors”), the Investors agreed, subject to approval of the Company’s stockholders at the Special Meeting (as defined below), to (i) purchase (the “Purchase”) $30.0 million in aggregate principal amount of the Company’s 5.000%/10.000% Second Lien Senior Secured PIK Toggle Notes due 2029 (the “Second Lien Notes”) and (ii) exchange $20.165 million in aggregate principal amount of the Company’s existing 5.000% Senior Notes due 2029 held by the Investors for an equivalent principal amount of Second Lien Notes (the “Exchange” and, together with the Purchase, the Expense Reimbursement (as defined in the Proxy Statement), the performance by the Company of its other obligations under the Purchase and Exchange Agreement, the terms of the Second Lien Notes, the Second Lien Notes Indenture (as defined below) and any other documents incidental to the issuance of the Second Lien Notes, any other actions the Company may take in furtherance of the foregoing and the receipt by the Investors of the benefits of being holders of the Second Lien Notes, the “Coliseum Transactions”). 2.03 The information contained in Item 1.01 of this Current Report on Form 8-K related to the First Supplemental Indenture is incorporated herein by reference into this Item 2.03. 5.07 On March 3, 2025, the Company convened a special meeting of stockholders, which was adjourned, without commencing any business, and reconvened on March 13, 2025 (collectively, the “Special Meeting”). | prsc-20250313.htm |
| 2025-03-11 | 8-K | 2025-03-11 | 1.01 Entry into a Material Definitive Agreement; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 3.03 Material Modification to Rights of Security Holders | 1.01 As previously disclosed by ModivCare Inc. (the “Company”) in a Current Report on Form 8-K filed by the Company with the Securities and Exchange Commission on January 10, 2025, on January 9, 2025, the Company entered into a privately negotiated exchange agreement (as amended, the “Exchange Agreement”) with holders of the Company’s 5.000% Senior Notes due 2029 (the “Senior Notes”) to exchange (such exchange, the “Exchange”) $251.0 million principal amount of the Senior Notes for an equivalent principal amount of second lien senior secured PIK toggle notes to be issued by the Company (the “Second Lien Notes”) pursuant to the Second Lien Notes Indenture (as defined below), on the terms and subject to the conditions set forth in the Exchange Agreement, subject to the receipt of requisite consents (such consents, the “Exit Consents”) to (i) make amendments (the “Amendments”) to the indenture governing the Senior Notes (the “Senior Notes Indenture”), including (a) the elimination of substantially all of the covenants and events of default in the Senior Notes Indenture and (b) the release of the guarantees provided by the guarantors party to the Senior Notes Indenture, and (ii) enter into a subordination agreement, pursuant to which the Senior Notes will be subordinated in right of payment to the outstanding indebtedness under the Company’s existing credit agreement, as amended (the “Credit Agreement”), amounting to $866.4 million in aggregate principal amount as of March 7, 2025, and the Second Lien Notes, amounting to $251.0 million in aggregate principal amount as of March 7, 2025, subject to Section 6.07 of the Senior Notes Indenture. 2.03 The information contained in Item 1.01 of this Current Report on Form 8-K related to the Second Lien Notes Indenture is incorporated herein by reference into this Item 2.03. 3.03 The Second Lien Notes Indenture contains covenants that limit, among other things, the Company’s ability to pay dividends on its capital stock, subject to certain exceptions, which may impact the ability of holders of the Company’s common stock to receive dividends. | prsc-20250311.htm |
| 2025-03-06 | 8-K | 2025-03-06 | 2.02 Results of Operations and Financial Condition; 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 2.02 On March 6, 2025, ModivCare Inc. (the “Company”) issued a press release announcing its financial results for the quarter and fiscal year ended December 31, 2024. 5.02 On March 6, 2025, the board of directors (the “Board”) of the Company appointed Alec Cunningham and David Mounts Gonzales as members of the Board, effective March 7, 2025. 7.01 On March 6, 2025, the Company issued a press release announcing the appointments of Mr. Cunningham and Mr. Mounts Gonzales as described herein, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | prsc-20250306.htm |
| 2025-03-03 | 8-K | 2025-03-03 | 8.01 Other Events | 8.01 On March 3, 2025, ModivCare Inc. (the “Company”) convened and then adjourned, without commencing any business, the Special Meeting of Stockholders (the “Special Meeting”) to its new date and time on Thursday, March 13, 2025, at 10:00 a.m. | modv20250303_8k.htm |
| 2025-02-28 | 8-K | 2025-02-28 | 7.01 Regulation FD Disclosure; 8.01 Other Events | 7.01 On February 28, 2025, ModivCare Inc. (the “Company”) issued a press release announcing its intention to convene and then adjourn the Special Meeting (as defined below) as described herein, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. 8.01 On February 28, 2025, the Company issued a press release announcing its intention to convene and then adjourn, without commencing any business, the previously announced special meeting of its stockholders (the “Special Meeting”) from its currently scheduled date and time on Monday, March 3, 2025, at 10:00 a.m., Mountain Time, to its new date and time on Thursday, March 13, 2025, at 10:00 a.m. | modv20250228c_8k.htm |
| 2025-02-27 | 8-K | 2025-02-23 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers | 5.02 On February 23, 2025, Garth Graham resigned from the Board of Directors (the “Board”) of ModivCare Inc. (the “Company”), effective as of February 28, 2025. | modv20250227_8k.htm |
| 2025-02-14 | 8-K | 2025-02-10 | 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; 7.01 Regulation FD Disclosure | 5.02 On February 10, 2025, the board of directors (the “Board”) of ModivCare Inc. (the “Company”) appointed Ms. Erin Russell as a member of the Board. 7.01 On February 14, 2025, the Company issued a press release announcing the appointment of Ms. Russell as described herein, a copy of which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference. | modv20250214_8k.htm |
| 2025-01-10 | 8-K | 2025-01-09 | 1.01 Entry into a Material Definitive Agreement; 2.02 Results of Operations and Financial Condition; 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant; 7.01 Regulation FD Disclosure; 8.01 Other Events | 1.01 Entry into a Material Definitive Agreement. 2.02 On January 10, 2025, the Company publicly disclosed the Cleansing Material (as defined below) including, but not limited to, the Company’s preliminary estimates of certain financial results for the three and twelve months ended December 31, 2024, based on currently available information. 2.03 The information included under the caption “Credit Agreement” in Item 1.01 of this Current Report is incorporated by reference into this Item 2.03. 7.01 On January 10, 2025, the Company issued a press release announcing, among other things, the entry into the Fifth Amendment and the appointment of Chad Shandler as Chief Transformation Officer, a copy of which is attached as Exhibit 99.1 to this Current Report and incorporated herein by reference. 8.01 The risk factors attached as Exhibit 99.3 to this Current Report and incorporated herein by reference are provided to update the risk factors of the Company previously disclosed in periodic reports filed with the SEC, including the Company’s Annual Report on Form 10-K for the year ended December 31, 2023. | modv20250108_8k.htm |