ModivCare Inc. Files 8-K with Multiple Material Events

TL;DR

ModivCare 8-K: Major corporate shifts happening - agreements, control, and potential bankruptcy on the table.

AI Summary

On December 29, 2025, ModivCare Inc. filed an 8-K report indicating several material events. These include the entry into and termination of material definitive agreements, potential bankruptcy or receivership, completion of acquisitions or dispositions, material modifications to security holder rights, changes in control, and departures/appointments of officers and directors. The filing also covers compensatory arrangements and Regulation FD disclosures.

Why It Matters

This 8-K filing signals significant corporate activity for ModivCare Inc., potentially impacting its financial structure, control, and operational agreements.

Risk Assessment

Risk Level: high — The filing mentions bankruptcy or receivership, which is a significant risk indicator.

Key Players & Entities

• ModivCare Inc. (company) — Registrant
• December 29, 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 MODVQ * OTC Marke
• $100,000,000 — ity in an aggregate principal amount of $100,000,000 (the "Super Senior Exit Term Loan Credi
• $300,000,000 — ecured term loan facility consisting of $300,000,000 in takeback term loans (the "Takeback T

Filing Documents

• modv20251226_8k.htm (8-K) — 65KB
• ex_902599.htm (EX-2.1) — 622KB
• ex_902600.htm (EX-2.2) — 163KB
• ex_902603.htm (EX-2.3) — 3223KB
• ex_902604.htm (EX-2.4) — 537KB
• ex_902605.htm (EX-2.5) — 912KB
• ex_902606.htm (EX-2.6) — 169KB
• ex_902607.htm (EX-2.7) — 2286KB
• ex_902788.htm (EX-10.1) — 89KB
• ex_902789.htm (EX-99.1) — 11KB
• formula1.jpg (GRAPHIC) — 2KB
• formula2.jpg (GRAPHIC) — 4KB
• formula3.jpg (GRAPHIC) — 5KB
• img01.jpg (GRAPHIC) — 2KB
• img02.jpg (GRAPHIC) — 3KB
• img03.jpg (GRAPHIC) — 3KB
• 0001437749-25-038831.txt ( ) — 9519KB
• prsc-20251229.xsd (EX-101.SCH) — 3KB
• prsc-20251229_def.xml (EX-101.DEF) — 11KB
• prsc-20251229_lab.xml (EX-101.LAB) — 15KB
• prsc-20251229_pre.xml (EX-101.PRE) — 11KB
• modv20251226_8k_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Exit Facilities On the Effective Date, certain affiliates of the Company acquired by the Buyer on the Effective Date pursuant to the Purchase Agreement entered into certain exit financing arrangements contemplated by the Plan with the Buyer as borrower, ModivCare Intermediate, LLC ("ModivCare Intermediate"), and Wilmington Trust, National Association as administrative and collateral agent (the "Exit Term Loan Credit Agreement") consisting of a new money super senior secured term loan facility in an aggregate principal amount of $100,000,000 (the "Super Senior Exit Term Loan Credit Facility") and a second-out senior secured term loan facility consisting of $300,000,000 in takeback term loans (the "Takeback Term Loan Credit Facility" and, together with the Super Senior Exit Term Loan Credit Facility, the "Exit Term Loan Credit Facilities" and the documents pertaining thereto, the "Exit Facilities Documents"). The obligations of the Buyer under the Exit Term Loan Credit Facilities are guaranteed by ModivCare Intermediate and the Buyer's material domestic subsidiaries, subject to certain customary exceptions. 1 Under the Exit Term Loan Credit Facilities, interest accrues at Term SOFR (subject to a 1.00% floor) plus the Applicable Rate. For the Super Senior Exit Term Loan Credit Facility, the Applicable Rate steps up annually from 4.25% to 7.25% for Benchmark Loans (and 3.25% to 6.25% for ABR Loans), with interest payable in cash on scheduled Interest Payment Dates. For the Takeback Term Loan Credit Facility, the Applicable Rate is 5.00% for Benchmark Loans (and 4.00% for ABR Loans) with interest payable on scheduled Interest Payment Dates. Interest on the Takeback Term Loan Credit Facility may be PIK up to 350 bps of the Applicable Rate (or, upon a Full PIK Trigger Event tied to specified liquidity thresholds, up to 100%). The Super Senior Exit Term Loan Credit Facility was issued with 2.50% OID, and repayment

02 Termination of a Material Definitive Agreement

Item 1.02 Termination of a Material Definitive Agreement. 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. The material terms of the DIP Facility were previously described in the Company's Current Report on Form 8-K filed with the SEC on October 21, 2025, and the material terms of the Prepetition Credit Facilities were previously described in the Company's Current Reports on Form 8-K filed with the SEC on January 10, 2025, March 11, 2025, March 14, 2025 and April 3, 2025, and are incorporated herein by reference. 2

03 Bankruptcy or Receivership

Item 1.03 Bankruptcy or Receivership. On December 15, 2025, the Bankruptcy Court entered the Confirmation Order confirming the Plan. On December 29, 2025, the Plan became effective and the Debtors emerged from the Chapter 11 Cases. Pursuant to the Plan (including the Restructuring Transaction Steps Memorandum), the Confirmation Order and the Purchase Agreement, and subject to the terms and conditions contained therein: All property of the Debtors' estates vested in the Reorganized Debtors free and clear of liens, claims and other encumbrances, except as otherwise provided in the Plan, the Purchase Agreement and the Exit Facilities Documents. All mortgages, deeds of trust, liens, pledges or other security interests against any asset or property of the Debtors were released and discharged in accordance with the Plan and the Confirmation Order. All executory contracts and unexpired leases not previously assumed or rejected, or otherwise provided for, were treated in accordance with Section 8 of the Plan and the Confirmation Order. The Plan provides for, among other things, cancellation of existing equity interests in ModivCare and the issuance of the Plan Securities as provided therein. Information regarding the assets and liabilities of the Company as of the most recent practicable date prior to confirmation is included in the Company's Quarterly Report on Form 10-Q for the three months ended September 30, 2025, filed with the Securities and Exchange Commission (the "SEC") on December 29, 2025, which is incorporated herein by reference. The foregoing description of the Plan and the Confirmation Order does not purport to be complete and is qualified in its entirety by reference to the full text of the Plan and the Confirmation Order, filed as Exhibits 2.1 and 2.2 to this Current Report on Form 8-K and incorporated herein by reference.

01 Completion of Acquisition or Disposition of Assets

Item 2.01 Completion of Acquisition or Disposition of Assets. 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. On the Effective Date, the Company and the Buyer closed the Asset Transfer contemplated by the Purchase Agreement, thereby completing the disposition of substantially all of the consolidated assets of the Company. The Company is currently unable to prepare pro forma financial information reflecting the Asset Transfer without unreasonable effort or expense, and therefore such information is not reasonably available to the Company within the meaning of Rule 12b-21 under the Exchange Act.

03 Material Modifications to Rights of Security Holders

Item 3.03 Material Modifications to Rights of Security Holders. 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. On the Effective Date, all existing equity interests of ModivCare issued and outstanding immediately prior to the Effective Date were canceled, released and extinguished for no consideration.

01 Changes in Control of Registrant

Item 5.01 Changes in Control of Registrant. 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. On the Effective Date, a change in control of the Company occurred as a result of the cancellation of all existing equity interests and the Asset Transfer. Following the Effective Date, the Transferred Assets are owned by the Buyer, which is indirectly owned by the recipients of the Plan Securities issued in connection with the Asset Transfer as described in the Plan (including the Restructuring Transaction Steps Memorandum) and the Purchase Agreement, including holders of First Lien Claims, General Unsecured Claims and other parties entitled to receive Plan distributions, subject to dilution by the management incentive plan, the DIP backstop premium, the equity rights offering and New Warrants, all as described in the Plan. The specific allocations are set forth in the Plan and related election procedures and plan supplement documents. 3 The Company intends to terminate the registration of its securities and its reporting obligations under the Exchange Act and continue as a private company. Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. 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. Mr. Kern will remain as the sole officer of ModivCare from and after the Effective Date in accordance with the Plan. Director Transitions Effective as of the Effective Date, each of the members of the board of directors of ModivCare serving immediately prior to the Effective Date were deemed to have resigned from the board of directors in accordance with the Plan. Also effective as of the Effectiv

01 Regulation FD Disclosure

Item 7.01 Regulation FD Disclosure. On the Effective Date, the Company issued a press release announcing its emergence from the Chapter 11 Cases and the effectiveness of the Plan. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference. The information contained in this Item 7.01, including Exhibit 99.1, shall be deemed to be "furnished" and shall not be deemed "filed" for purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that Section, nor shall such information be deemed incorporated by reference into any filing under the Securities Act, or the Exchange Act. 4

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits. Exhibit Number Description 2.1 Second Amended Joint Chapter 11 Plan of Reorganization of ModivCare Inc. and Its Debtor Affiliates 2.2 Order (I) Confirming Second Amended Joint Chapter 11 Plan of Reorganization of ModivCare Inc. and Its Debtor Affiliates and (II) Denying Motions of Official Committee of Unsecured Creditors for Leave, Derivative Standing, and Authority to Commence and Prosecute Certain Causes of Action on Behalf of Debtors' Estates 2.3 First Plan Supplement to the Second Amended Joint Chapter 11 Plan of Reorganization of ModivCare Inc. and Its Debtor Affiliates 2.4 Second Plan Supplement to the Second Amended Joint Chapter 11 Plan of Reorganization of ModivCare Inc. and Its Debtor Affiliates 2.5 Third Plan Supplement to the Second Amended Joint Chapter 11 Plan of Reorganization of ModivCare Inc. and Its Debtor Affiliates 2.6 Fourth Plan Supplement to the Second Amended Joint Chapter 11 Plan of Reorganization of ModivCare Inc. and Its Debtor Affiliates 2.7 Fifth Plan Supplement to the Second Amended Joint Chapter 11 Plan of Reorganization of ModivCare Inc. and Its Debtor Affiliates 10.1 Purchase Agreement 99.1 Press Release, dated December 29, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) 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 futur

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: December 29, 2025 By: /s/ Scott Kern Name: Scott Kern Title: Vice President, Corporate Development

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View this 8-K filing on SEC EDGAR