ModivCare Inc. Files 8-K with Material Agreements and Officer Changes

TL;DR

ModivCare filed an 8-K detailing a material agreement, financial updates, and executive changes.

AI Summary

ModivCare Inc. reported on August 14, 2025, that it entered into a material definitive agreement. The company also disclosed information regarding its results of operations and financial condition, as well as triggering events that could accelerate or increase financial obligations. Additionally, the filing noted the departure of directors or certain officers and the appointment of new officers, along with compensatory arrangements.

Why It Matters

This 8-K filing indicates significant corporate actions at ModivCare Inc., including new agreements and potential changes in leadership, which could impact the company's financial health and strategic direction.

Risk Assessment

Risk Level: medium — The filing mentions material definitive agreements and potential acceleration of financial obligations, which could indicate financial distress or significant strategic shifts.

Key Players & Entities

• ModivCare Inc. (company) — Registrant
• August 14, 2025 (date) — Date of earliest event reported
• PROVIDENCE SERVICE CORP (company) — Former company name

FAQ

Key Financial Figures

• $0.001 — nge on which registered Common Stock , $0.001 par value per share MODV The NASDAQ
• $100 million — n of the Consenting Creditors providing $100 million in debtor-in-possession financing to fu
• $300 million — apter 11 Cases; The provision of up to $300 million of takeback term loans upon emergence f
• $871 million — 1; The conversion of (i) approximately $871 million in principal claims under the Existing
• $200 million — isting First Lien Credit Agreement into $200 million of exit debt and 98% of the reorganized
• $316 million — (defined below) and (ii) approximately $316 million in principal claims under the Second Li
• $250 million — anized Company's entry into a new money $250 million revolving credit facility. Upon consum
• $1.1 billion — d but unpaid interest) by approximately $1.1 billion. The RSA contains certain representati
• $100.0 million — an aggregate principal amount of up to $100.0 million (the " DIP Facility "), consisting of p
• $62,500,000 million — g of providing an initial draw of up to $62,500,000 million in new money term loans following entry
• $37,500,000 million — im order and a subsequent draw of up to $37,500,000 million in new money term loans upon entry of a
• $927.3 million — the " Debt Documents "): approximately $927.3 million of borrowings (plus any accrued but unp
• $316.2 million — st Lien Credit Agreement approximately $316.2 million of borrowings (plus any accrued but unp
• $228.8 million — e Second Lien Notes; and approximately $228.8 million of borrowings (plus any accrued but unp
• $1,000,000 — President and Chief Executive Officer $1,000,000 Chelsey Berstler EVP & President, Pe

Filing Documents

• modv20250818_8k.htm (8-K) — 72KB
• ex_855716.htm (EX-10.1) — 1827KB
• ex_855565.htm (EX-10.2) — 999KB
• ex_854669.htm (EX-10.3) — 28KB
• ex_854670.htm (EX-10.4) — 26KB
• ex_855729.htm (EX-99.1) — 13KB
• ex_855390.htm (EX-99.2) — 3KB
• a01.jpg (GRAPHIC) — 37KB
• a02.jpg (GRAPHIC) — 277KB
• a03.jpg (GRAPHIC) — 147KB
• a04.jpg (GRAPHIC) — 131KB
• b01.jpg (GRAPHIC) — 210KB
• logo2.jpg (GRAPHIC) — 13KB
• modivlogo.jpg (GRAPHIC) — 8KB
• 0001437749-25-027478.txt ( ) — 4798KB
• prsc-20250814.xsd (EX-101.SCH) — 3KB
• prsc-20250814_def.xml (EX-101.DEF) — 12KB
• prsc-20250814_lab.xml (EX-101.LAB) — 16KB
• prsc-20250814_pre.xml (EX-101.PRE) — 12KB
• modv20250818_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. The information set forth below in Item 1.03 of this Current Report on Form 8-K (this " Current Report ") under the captions "Restructuring Support Agreement" and "Debtor-in-Possession Credit Agreement" is hereby incorporated by reference in this Item 1.01.

03 Bankruptcy or Receivership

Item 1.03 Bankruptcy or Receivership. Restructuring Support Agreement 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 "). As set forth in the RSA, including in the term sheet attached thereto (the " Restructuring Term Sheet "), the parties to the RSA have agreed on the principal terms of a proposed financial restructuring of the Company (the " Restructuring "). On August 20, 2025 (the " Petition Date "), the Company commenced voluntary cases (collectively, the " Chapter 11 Cases ") under chapter 11 of title 11 of the United States Code (the " Bankruptcy Code ") in the United States Bankruptcy Court for the Southern District of Texas, Houston Division (the " Bankruptcy Court ") providing for a court-administered reorganization pursuant to the terms of the RSA and Restructuring Term Sheet. The RSA contemplates a comprehe

02 Results of Operations and Financial Condition

Item 2.02 Results of Operations and Financial Condition. 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. Item 2.04 Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement. The filing of the Chapter 11 Cases constitutes an event of default that accelerated obligations under the following material debt instruments and agreements (the " Debt Documents "): approximately $927.3 million of borrowings (plus any accrued but unpaid interest in respect thereof) under the Existing First Lien Credit Agreement approximately $316.2 million of borrowings (plus any accrued but unpaid interest in respect thereof) under the Second Lien Notes; and approximately $228.8 million of borrowings (plus any accrued but unpaid interest in respect thereof) under that certain Senior Notes Indenture, dated as of August 24, 2021, by and between ModivCare, as issuer, certain subsidiaries of ModivCare, as guarantors, and Wilmington Saving Fund Society, FSB, as trustee (as amended, restated, amended and restated, supplemented, or otherwise modified from time to time, the " Unsecured Notes Indenture "). The Debt Documents provide that, as a result of the Chapter 11 Cases, the principal and interest due thereunder shall be immediately due and payable. Any efforts to enforce such payment obligations under the Debt Documents are automatically stayed as a result of the Chapter 11 Cases and the creditors' rights of enforcement in respect of the Debt Documents are subject to the applicable provisions of the Bankruptcy Code. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. Retention Bonuses On August 14, 2025, the Board approved a Key Employee Retention Plan (the " KERP ") for

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. Press Release 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. Cleansing Material In connection with the foregoing transactions, the Company engaged in confidential discussions and negotiations under Confidentiality Agreements (the " NDAs ") with certain parties, including parties to the RSA (and/or investment advisors or managers of discretionary funds, accounts or other entities for such parties). As part of such discussions and negotiations, the Company provided such parties with the information in the presentation attached hereto as Exhibit 99.2 (the " Presentation "). Pursuant to the NDAs, the Company agreed, among other things, to publicly disclose certain information, including the information in the Presentation (the " Cleansing Material "), upon the occurrence of certain events set forth in the NDAs. The Cleansing Material was prepared solely to facilitate a discussion with the parties to the NDAs and was not prepared with a view toward public disclosure and should not be relied upon to make an investment decision with respect to the Company. The Cleansing Material should not be regarded as an indication that the Company or any third party considers the Cleansing Material to be a reliable prediction of future events, and the Cleansing Material should not be relied upon as such. Neither the Company nor any third party has made or makes any representation to any person regarding the accuracy of any Cleansing Material or undertakes any obligation to publicly update the Cleansing Material to reflect circumstances existing after the date when the Cleansing Material was prepared or conveyed or to reflect the occurrence of future events, even in the event that any or all of the assumptions underlying the Cleansing Material are shown to be in error. In the event any transaction

01 Other Events

Item 8.01 Other Events. Cautionary Note Regarding the Company ' s Securities 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. Trading prices for the Company's securities may bear little or no relationship to the actual recovery, if any, by holders of the Company's securities in the Chapter 11 Cases. The Company expects that holders of shares of the Company's common stock could experience a significant or complete loss on their investment, depending on the outcome of the Chapter 11 Cases. Cautionary Note Regarding Forward-Looking Statements Certain statements contained in this Current Report constitute "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995. These statements are predictive in nature and are identified generally by the use of the terms "intended", "expected", "will", and "anticipates", and similar words or expressions indicating possible future expectations, events or actions. Forward-looking statements are based on current expectations, assumptions, estimates and projections about the Company's business and its industry, and are not guarantees of future performance. These statements are subject to a number of known and unknown risks, uncertainties and other factors, many of which are beyond the Company's ability to control or predict, which may cause actual events to be materially different from those expressed or implied herein. All statements in this Report that are not historical are forward-looking statements, including statements regarding the Company's ability to continue operating its business and implement the Restructuring pursuant to the Chapter 11 Cases, the RSA and the Plan, including the timetable of completing such transactions, if at all. The Company has provided additional information about the risks facing its business and the Company in its most recent

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 10.1 Restructuring Support Agreement, dated August 20, 2025, by and among ModivCare Inc., certain of its subsidiaries, and the other parties thereto 10.2 Form of DIP Credit Agreement 10.3 Form of Retention Bonus Letter 10.4 Amended Offer Letter, dated August 15, 2025, by and between ModivCare Solutions, LLC and L. Heath Sampson 99.1 Press Release 99.2 Cleansing Materials Presentation 104 Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ModivCare Inc. Date: August 21, 2025 By: /s/ Faisal Khan Name: Faisal Khan Title: Senior Vice President, General Counsel and Secretary

View Full Filing

View this 8-K filing on SEC EDGAR