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DocGo (NASDAQ: DCGO) to buy Hicuity virtual care business and tap $50M in loans

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
8-K

Rhea-AI Filing Summary

DocGo Inc. announced a definitive agreement to acquire virtual care provider Hicuity Health through a stock-for-equity transaction and assumption of Hicuity’s debt. A DocGo subsidiary will merge with Hicuity, which will become a wholly owned subsidiary, in a transaction intended to qualify as a tax‑free reorganization. Merger consideration includes DocGo common stock equal to 2.0% of fully diluted shares at closing plus potential 3.5% additional “Earnout Shares,” which vest only if DocGo’s stock reaches a specified market‑cap threshold; otherwise they are forfeited. DocGo will also assume approximately $52 million of Hicuity term loans held by Perceptive Advisors, now expected to mature in December 2029, and Perceptive has committed up to $50 million of new senior secured term loans in three tranches.

For the quarter ended June 30, 2026, DocGo reported revenue of $73.4 million versus $80.4 million a year earlier, with the decline entirely from the wind‑down of migrant‑related programs; excluding those programs, revenue grew 19% year over year. GAAP gross margin was 26.9%. Net loss was $18.0 million and adjusted EBITDA was ($6.3) million. Unrestricted cash was $25.2 million as of June 30, 2026. Hicuity generated approximately $65 million of trailing‑12‑month revenue and $4.5 million of adjusted EBITDA. DocGo now guides full‑year 2026 revenue to $305–$310 million and adjusted EBITDA to ($17)–($22) million, excluding any Hicuity contribution.

Positive

  • Underlying revenue growth ex-migrant programs +19% year over year in Q2 2026, indicating core business expansion despite headline revenue decline.
  • Mobile Health Services ex-migrant revenue +78% to $21.4 million, driven by organic growth and SteadyMD, showing strong momentum in a key strategic segment.
  • Transportation revenue grew to $52.0 million from $49.6 million, with record volumes across major service lines, supporting scale in the core business.
  • Hicuity acquisition adds ~$65 million revenue and $4.5 million adjusted EBITDA (trailing 12 months), expanding DocGo into higher‑acuity virtual care.
  • Perceptive Advisors committed up to $50 million of new term loans and extended Hicuity debt to December 2029, enhancing prospective liquidity.
  • 2026 revenue guidance narrowed to $305–$310 million, slightly tightening and raising the midpoint versus prior $300–$315 million range.

Negative

  • Q2 2026 revenue declined to $73.4 million from $80.4 million, as migrant‑related programs fell from $18.8 million to zero.
  • Net loss widened to $18.0 million in Q2 2026 from $13.3 million a year earlier, with adjusted EBITDA also remaining negative at ($6.3) million.
  • Operating cash flow was a use of $9.2 million in Q2 2026 versus $34.0 million provided in the prior‑year quarter, while unrestricted cash fell to $25.2 million.
  • 2026 adjusted EBITDA guidance cut to ($17)–($22) million from prior ($5)–($10) million, implying a deeper full‑year loss on an adjusted basis.
  • DocGo will assume about $52 million of Hicuity debt, increasing leverage alongside the new $50 million term‑loan commitment.

Filing Explained

The conditional transaction would dilute existing DocGo holders, while Hicuity’s other equity holders receive no merger consideration.

DocGo has signed the Hicuity merger, consulting-services agreement, and financing commitment, but closing remains subject to stated conditions; the disclosed stock issuance and debt assumption are therefore not completed changes yet.

If issued at closing, the 2.0% stock consideration would increase DocGo’s share count and reduce an existing holder’s percentage ownership absent offsetting changes. The filing also states that all merger consideration goes solely to Hicuity’s Series F preferred stockholder; other Hicuity equity, options, and warrants are cancelled for no consideration.

Before closing, Ambulnz may manage Hicuity’s non-clinical operations, advance funds if Hicuity’s operating account is insufficient, and receive a weekly fee equal to gross revenue collections less operating expenses. Closing requires, among other things, a definitive credit agreement assuming the existing indebtedness; the up-to-$50 million financing commitment ends earlier upon merger termination or definitive-credit-agreement execution, or at 11:59 p.m. New York time on November 14, 2026.

Item 1.01 Entry into a Material Definitive Agreement Business
The company signed a significant contract such as a merger agreement, credit facility, or major partnership.
Item 2.02 Results of Operations and Financial Condition Financial
Disclosure of earnings results, typically an earnings press release or preliminary financials.
Item 9.01 Financial Statements and Exhibits Exhibits
Financial statements, pro forma financial information, and exhibit attachments filed with this report.
Q2 2026 Revenue $73,424,719 Revenue for the quarter ended June 30, 2026, versus $80,417,622 in Q2 2025
Q2 2026 Net Loss $17,992,298 Net loss for the quarter ended June 30, 2026, versus $13,289,893 a year earlier
Q2 2026 Adjusted EBITDA $(6.3) million Adjusted EBITDA for Q2 2026, compared to $(6.1) million in Q2 2025
Total Cash and Investments $48.1 million Total cash, restricted cash and investments as of June 30, 2026
Hicuity TTM Revenue $65 million Approximate trailing 12‑month revenue generated by Hicuity Health
Hicuity TTM Adjusted EBITDA $4.5 million Approximate trailing 12‑month adjusted EBITDA generated by Hicuity Health
Perceptive New Term Loan Commitment $50,000,000 Maximum new senior secured term loans committed in three tranches
2026 Revenue Guidance $305–$310 million Full‑year 2026 revenue outlook, excluding Hicuity contribution
Earnout Shares financial
"The Earnout Shares will be issued to the Series F Preferred Stockholder"
Earnout shares are company stock promised to sellers as part of an acquisition that only becomes payable if the acquired business hits agreed future performance targets, like revenue or profit goals. They matter to investors because they can increase the number of shares outstanding (dilution), tie seller incentives to future success, and create uncertainty about the actual cost of the deal and future ownership unless the performance conditions are clearly understood.
Deemed Liquidation Event financial
"The Merger constitutes a "Deemed Liquidation Event" under the terms"
representations and warranties insurance financial
"Ambulnz will procure a representations and warranties insurance policy"
Adjusted EBITDA financial
"Adjusted EBITDA1 was ($6.3) million for the second quarter of 2026"
Adjusted EBITDA is a way companies measure how much money they make from their core operations, like running a business, by removing certain costs or income that aren’t part of regular business activities. It helps investors see how well a company is doing without distractions from unusual expenses or gains, making it easier to compare companies or track performance over time.
Tele-ICU medical
"including Tele-ICU, Virtual Nursing, and Telemetry Monitoring services"
A tele-ICU is a remote critical care service that uses audio, video, and real-time patient data feeds to let intensivists and critical-care teams monitor and manage intensive care unit patients from a centralized location. Think of it as a virtual control room for ICU beds that can extend specialist coverage, speed decision-making, and help hospitals handle more patients without duplicating on-site staff; those operational effects are what make it relevant to investors evaluating healthcare providers and technology vendors.
Offering Type other

FAQ

What merger did DocGo (DCGO) announce involving Hicuity Health?
DocGo agreed to acquire Hicuity Health via a merger where Hicuity becomes a wholly owned subsidiary. Consideration is DocGo stock equal to 2.0% of fully diluted shares plus potential 3.5% earnout shares, and DocGo will assume Hicuity’s existing debt.

How did DocGo (DCGO) perform financially in Q2 2026?
DocGo reported $73.4 million in Q2 2026 revenue versus $80.4 million a year earlier, with GAAP gross margin of 26.9%. Net loss was $18.0 million and adjusted EBITDA was ($6.3) million, reflecting continued negative profitability.

What is driving revenue changes at DocGo (DCGO) excluding migrant programs?
Excluding migrant‑related programs, DocGo’s total revenue increased 19% year over year in Q2 2026. Mobile Health Services revenue excluding migrant programs rose 78% to $21.4 million, driven by organic growth and contributions from SteadyMD.

What are the key terms of Perceptive Advisors’ financing for DocGo (DCGO)?
Perceptive Advisors committed up to $50 million in new senior secured term loans, split into three facilities of $12.5 million, $12.5 million, and $25.0 million. Approximately $52 million of existing Hicuity term loans will also continue and mature in December 2029.

What guidance did DocGo (DCGO) provide for full-year 2026?
DocGo forecasts $305–$310 million in 2026 revenue, compared with prior guidance of $300–$315 million. It expects full‑year adjusted EBITDA of ($17)–($22) million, versus earlier guidance of ($5)–($10) million, excluding any impact from the Hicuity acquisition.

What is Hicuity Health’s financial profile relevant to DocGo (DCGO)?
Hicuity Health generated approximately $65 million of trailing‑12‑month revenue and $4.5 million of adjusted EBITDA. Its preferred shareholder will receive DocGo equity equal to 2.0% of current common stock, plus potential 3.5% additional equity based on market‑cap performance.

What is DocGo’s (DCGO) cash position as of June 30, 2026?
As of June 30, 2026, DocGo held total cash, restricted cash, and investments of approximately $48.1 million. Unrestricted cash and cash equivalents were $25.2 million, down from $35.7 million at March 31, 2026, reflecting negative operating cash flow.

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Understanding 8-K Material Events →
0001822359FALSE00018223592026-08-172026-08-17


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________

FORM 8-K
___________________________________

CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934

Date of Report (date of earliest event reported): August 16, 2026
___________________________________

DOCGO INC.
(Exact name of registrant as specified in its charter)
___________________________________

Delaware
001-39618
85-2515483
(State or other jurisdiction of incorporation or organization)
(Commission File Number)
(I.R.S. Employer Identification No.)
685 Third Avenue, 9th Floor, New York, New York
10017
(Address of principal executive offices)
(Zip Code)
(844) 443-6246
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
___________________________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
☐
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
☐
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
☐
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Securities registered pursuant to Section 12(b) of the Act:
Title of each class
Trading Symbol
Name of each exchange on which registered
Common stock, par value $0.0001 per share
DCGO
The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 12b-2 of the Exchange Act.

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐


Item 1.01 Entry Into a Material Definitive Agreement.

Merger Agreement
On August 16, 2026, DocGo Inc., a Delaware corporation ("DocGo" or the "Company"), Ambulnz Holdings, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company ("Ambulnz"), HH Merger Sub, LLC, a Delaware limited liability company and a wholly owned subsidiary of Ambulnz ("MergerCo"), Hicuity Health, Inc., a Delaware corporation ("Hicuity"), Concord Innovation Fund II, LP, a Delaware limited partnership ("Concord"), individually and in its capacity as the representative of the shareholders of Hicuity (the "Shareholder Representative"), entered into an Agreement and Plan of Merger (the "Merger Agreement"). Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Merger Agreement.

Pursuant to the Merger Agreement, MergerCo will merge with and into Hicuity, with Hicuity surviving the merger as a wholly owned subsidiary of Ambulnz (the "Merger"). The Merger is intended to qualify as a tax-free reorganization under Section 368(a) of the Internal Revenue Code of 1986, as amended.

Merger Consideration
The aggregate merger consideration consists of (i) a number of shares of DocGo common stock (the "Closing Stock Consideration") equal to 2.0% of the total number of shares of DocGo common stock issued and outstanding on a fully diluted basis as of the effective time of the Merger, and (ii) additional shares of DocGo common stock (the "Earnout Shares") equal to 3.5% of the total number of shares of DocGo common stock issued and outstanding on a fully diluted basis as of immediately prior to the effective time, subject to vesting conditions described below. The Earnout Shares are subject to a downward post-closing adjustment based on the final determination of closing indebtedness and transaction expenses in accordance with the terms set forth in the Merger Agreement. No upward adjustment of merger consideration will occur under any circumstances.

The Merger constitutes a "Deemed Liquidation Event" under the terms of Hicuity's amended and restated certificate of incorporation (the "Hicuity Charter"). Because the aggregate merger consideration is insufficient to satisfy the aggregate Series F liquidation preference in full, under the terms of the Hicuity Charter, the entire merger consideration is payable solely to the holder of Hicuity's Series F Convertible Preferred Stock. Accordingly, no holder of any other class or series of capital stock of Hicuity is entitled to receive any consideration in connection with the Merger, and all such shares will be cancelled at the effective time for no consideration. In addition, all outstanding options and warrants of Hicuity will be cancelled at the effective time for no consideration.

Earnout Shares
The Earnout Shares will be issued to the Series F Preferred Stockholder on the closing date and will vest if, during the earnout period, the volume-weighted average price per share of DocGo common stock equals or exceeds a specified market capitalization threshold. If the earnout vesting conditions are not satisfied on or prior to the earnout expiration date, the Earnout Shares will be forfeited and cancelled. In the event that the Company consummates an above-threshold go-private transaction prior to the earnout expiration date, the Earnout Shares will fully vest.

Assumed Indebtedness
In connection with the Merger, Ambulnz has agreed to assume the outstanding indebtedness under Hicuity's existing credit agreement with Perceptive Credit Holdings IV, LP on a joint and several basis with Hicuity as co-borrowers, and such indebtedness will not be paid off or discharged at or prior to the closing (the “Assumed Indebtedness”).

Representations, Warranties, and Covenants
The Merger Agreement contains customary representations and warranties by Hicuity regarding, among other things, corporate organization and authority, capitalization, financial statements, compliance with laws, litigation, material contracts, intellectual property, employee benefits, and tax matters. The Company, Ambulnz and MergerCo have made customary representations and warranties regarding corporate organization and authority, governmental authorization, non-contravention, financing and litigation. Ambulnz will procure a representations and warranties insurance policy to act as a primary source of recovery for losses stemming from breaches or inaccuracies of Hicuity’s representations and warranties.

The Merger Agreement also contains customary pre-closing covenants, including covenants relating to the conduct of Hicuity's business during the interim period, confidentiality obligations and publicity restrictions.

Conditions to Closing
The consummation of the Merger is subject to customary closing conditions, including, among other things, (i) the accuracy of representations and warranties, (ii) compliance with covenants, (iii) the absence of any governmental order or pending
1

action prohibiting the transactions, (iv) the delivery of required closing deliverables, and (v) Ambulnz's entry into a definitive credit agreement assuming the Assumed Indebtedness.

Termination
The Merger Agreement may be terminated by mutual written consent of the parties, or by either party in certain circumstances, including, among other things, (i) a material breach of representations, warranties or covenants by the other party that remains uncured, (ii) the failure to materially perform with a party’s obligations under the Merger Agreement, or (iii) a final, non-appealable governmental order prohibiting the transactions.

Governing Law
The Merger Agreement is governed by the laws of the State of Delaware.

The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, a copy of which is filed as Exhibit 2.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Consulting Services Agreement
On August 16, 2026, Ambulnz and the Hicuity entered into a Consulting Services Agreement, pursuant to which, upon satisfaction of certain conditions, Ambulnz will manage Hicuity’s day-to-day non-clinical operations, fund Hicuity’s operating expenses (advancing funds if Hicuity’s operating account is insufficient), and receive a weekly management fee equal to Hicuity’s gross revenue collections less its operating expenses. The Consulting Services Agreement terminates upon the earlier of the Closing or the termination of the Merger Agreement.

The foregoing description of the Consulting Services Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Consulting Services Agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K and is incorporated herein by reference.

Commitment Letter
In connection with the Merger Agreement, Perceptive Credit Holdings IV, LP, as administrative agent and lender, committed to provide financing through an amendment and restatement of Hicuity’s existing credit agreement. The financing commitment consists of up to $50,000,000 in new senior secured term loans, comprised of (i) a term loan in the amount of $12,500,000, (ii) a second term loan in the amount of $12,500,000, and (iii) a third term loan in the amount of $25,000,000, in addition to the continuation of $52,000,000 of outstanding term loans under Hicuity’s existing credit agreement.

The commitment will remain available until the earlier of: (i) the termination of the Merger Agreement in accordance with its terms, (ii) the execution of a definitive credit agreement, or (iii) 11:59 p.m., New York City time, on November 14, 2026.

Item 2.02 Results of Operations and Financial Condition.

On August 17, 2026, the Company issued a press release announcing the Company’s earnings results for the quarter ended June 30, 2026 (the “Press Release”). The Press Release is furnished as Exhibit 99.1 to this Current Report on Form 8-K (this “Report”).

As previously announced, the Company will also hold a conference call and webcast at 5:00 p.m. Eastern Time on August 17, 2026 to discuss its earnings results for the quarter ended June 30, 2026 (the “Conference Call”).

During the Conference Call, the Company’s management intends to report adjusted gross margin, adjusted EBITDA, and adjusted operating expenses, which are financial measures that are not calculated or presented in accordance with generally accepted accounting principles (“GAAP”). Information regarding adjusted gross margin, adjusted EBITDA, and adjusted operating expenses, and reconciliations to the most directly comparable financial measure calculated and presented in accordance with GAAP are included in Exhibit 99.2 to this Report.

The information in this Report and Exhibits 99.1 and 99.2 is being furnished and shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.

2

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.
Description
2.1
Agreement and Plan of Merger, dated August 16, 2026, among the Company, Hicuity Health, Inc., Ambulnz Holdings, LLC, HH Merger Sub, LLC, and Concord Innovation Fund II, L.P., individually and in its capacity as shareholder representative
10.1
Consulting Services Agreement, dated August 16, 2026, between Ambulnz Holdings, LLC and Hicuity Health, Inc.
99.1
Press Release dated August 17, 2026.
99.2
Non-GAAP Financial Information.
104
Cover Page Interactive Data File (formatted as Inline XBRL).







3

SIGNATURE

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.


DOCGO INC.
By:
/s/ Norman Rosenberg
Name:
Norman Rosenberg
Title:
Chief Financial Officer and Treasurer

Date: August 17, 2026


4
Exhibit 99.1
image_0a.jpg
DocGo Announces Second Quarter 2026 Results

Company Signs Definitive Agreement to Acquire Virtual Care Provider Hicuity Health,
Perceptive Advisors Commits to New Term Loan Funding

Management to Host Conference Call and Webcast Today at 5:00 PM Eastern Time

NEW YORK, NY, August 17th, 2026 – DocGo Inc. (Nasdaq: DCGO) (“DocGo” or the “Company”), a leading provider of technology-enabled mobile health and medical transportation services, today announced financial and operating results for the second quarter ended June 30, 2026.

Second Quarter 2026 Financial Highlights

•Total revenue for the second quarter of 2026 was $73.4 million, compared to $80.4 million in the second quarter of 2025. This decline was entirely due to the wind-down of migrant-related programs, which generated zero revenue in the second quarter of 2026 and $18.8 million in the second quarter of 2025. Excluding revenue from migrant-related programs, total revenue increased 19% year over year.
•GAAP gross margin (which includes depreciation and amortization expenses) for the second quarter of 2026 was 26.9%, compared to 26.7% in the second quarter of 2025.
•Adjusted gross margin1 for the second quarter of 2026 was 30.5%, compared to 31.6% in the second quarter of 2025.
•Net income for the second quarter of 2026 was ($18.0) million, compared to net income of ($13.3) million in the second quarter of 2025.
•Adjusted EBITDA1 was ($6.3) million for the second quarter of 2026, compared to adjusted EBITDA of ($6.1) million for the second quarter of 2025.
•Medical Transportation Services revenue in the second quarter of 2026 was $52.0 million, compared to $49.6 million for the second quarter of 2025. Mobile Health Services revenue for the second quarter of 2026 was $21.4 million, compared to $30.8 million for the second quarter of 2025. This decline was entirely due to the wind-down of migrant-related programs. Excluding revenue from migrant-related programs, Mobile Health Services revenue increased 78% to $21.4 million in the second quarter of 2026 from $12.0 million in the second quarter of 2025, driven by organic growth and the inclusion of revenue from SteadyMD.
•As of June 30, 2026, the Company held total cash and cash equivalents, including restricted cash and investments, of approximately $48.1 million, compared to $59.9 million as of March 31, 2026. Unrestricted cash and cash equivalents was $25.2 million as of June 30, 2026, compared to unrestricted cash of $35.7 million as of March 31, 2026.

Select Corporate Highlights for the Second Quarter of 2026 and Recent Weeks

•Company achieved record volumes across all major business lines, with US medical transportation increasing 15%, healthcare in the home increasing 26%, mobile phlebotomy


increasing 20%, cardiac and remote patient monitoring increasing 13%, and virtual care & lab orders increasing 58% when comparing the second quarter of 2026 to the second quarter of 2025.
•Company surpassed 1.7 million patients assigned by the Company’s payer and provider partners to engage for care gap closure services since inception, up 100,000 patients from last quarter.
•Signed a new contract with one of the largest national health plans to offer care gap closure services to their members in Pennsylvania.
•Launched mobile phlebotomy services in Southern Florida, expanding relationship with a major national clinical laboratory and positioning the company for mobile phlebotomy growth in the Southeast.

Hicuity Health Acquisition & Perceptive Financing

•Company has entered into a definitive agreement to acquire 100% of virtual care provider, Hicuity Health.
•Hicuity delivers high acuity virtual clinical care – including Tele-ICU, Virtual Nursing, and Telemetry Monitoring services – for health systems, hospitals and post-acute facilities.
•On a trailing 12-month basis, Hicuity generated approximately $65 million in revenue and $4.5 million of adjusted EBITDA.
•DocGo is acquiring Hicuity in exchange for the assumption of the company’s existing indebtedness held by Perceptive Advisors, which is estimated to be approximately $52 million at closing, which will now mature in December 2029.
•Hicuity’s preferred shareholder will receive equity representing approximately 2.0% of DocGo’s currently outstanding common stock and may receive an additional 3.5% of currently outstanding common stock if DocGo achieves a market capitalization of $250 million within three years of closing.
•Perceptive Advisors has committed to provide up to an additional $50 million of debt financing to DocGo, expected to be made available in multiple tranches, the first $12.5 million of which will be funded upon Hicuity and DocGo entering into a services agreement pursuant to which DocGo will provide management related services to Hicuity during the pre-closing period.

Financial Guidance

•Full-year 2026 revenue range is narrowed to $305-$310 million, compared to the Company’s prior guidance of $300-$315 million. Guidance does not include any contribution from the acquisition of Hicuity Health, as the transaction has not yet closed.
•Full-year 2026 adjusted EBITDA2 is expected to be ($17-$22) million, compared to the Company’s prior guidance of ($5-$10) million. The Company still expects to exit the year at a profitable run rate.

“The continued evolution of our company into the premier provider of virtual, remote, and in-home healthcare at any address took a major leap forward with our pending acquisition of virtual care provider Hicuity Health,” commented Lee Bienstock, Chief Executive Officer of DocGo. “Hicuity brings technology-enabled acute and critical care telemedicine capabilities, serving a diverse portfolio of health systems across the United States. Integrating the power of Hicuity’s offering helps us create one of the


most innovative healthcare delivery platforms in the industry – a holistic tech-powered solution that enables us to match the right clinician with the right patient at the right time in the right setting. This solidifies our company’s unique position to bridge patient care across the entire continuum - from the hospital to the home.”

Norm Rosenberg, Chief Financial Officer of DocGo, added, “The pending acquisition of Hicuity represents not only a significant growth opportunity with numerous cost synergies, but will also create a combined entity with much greater financial liquidity. We are fortunate to add a healthcare lending partner of the caliber of Perceptive Advisors, which has committed to providing additional debt financing of up to $50 million, if needed.” Rosenberg continued, “Our cost cutting initiatives progressed during the quarter, with more than four million dollars of estimated annual costs removed from SG&A during the period while also achieving record volumes across all key business verticals. We believe that the Company will achieve a positive adjusted EBITDA run rate as we exit the year and head into 2027.”

Norton Rose Fulbright is acting as the legal counsel of DocGo for the transaction. TD Cowen is acting as exclusive financial advisor to Hicuity Health, and Stradling Yocca Carlson & Rauth is acting as Hicuity Health's legal counsel.

1.Adjusted gross margin and adjusted EBITDA are non-GAAP financial measures. See “Non-GAAP Financial Measures” below for additional information on these non-GAAP financial measures and reconciliations to the most comparable GAAP measures.

2.Adjusted EBITDA is a non-GAAP financial measure. We have not reconciled adjusted EBITDA outlook to the most comparable GAAP outlook because it is not possible to do so without unreasonable efforts due to the uncertainty and potential variability of reconciling items, which are dependent on future events and often outside of management’s control and which could be significant. Because such items cannot be reasonably predicted with the level of precision required, we are unable to provide outlooks for the comparable GAAP measure (net income). Forward-looking estimates of adjusted EBITDA are made in a manner consistent with the relevant definitions and assumptions noted herein.


Conference Call and Webcast Details
Monday, August 17th, 2026, at 5:00 PM ET
1-800-717-1738 - Investors Dial
1-646-307-1865 - Int’l Investors Dial
Conference ID: 78516
Webcast: https://viavid.webcasts.com/starthere.jsp?ei=1770673&tp_key=72425f7843
The webcast can also be accessed under Events on the Investors section of the Company’s website, https://ir.docgo.com/.

About DocGo

DocGo is leading the proactive healthcare revolution with an innovative care delivery platform that includes mobile health services, remote patient monitoring, ambulance services and a 50-state virtual care network. DocGo is helping to reshape the traditional four-wall healthcare system by providing high quality, highly accessible care to patients where and when they need it. DocGo’s proprietary technology and relationships with a dedicated field staff of certified health professionals elevate the quality of patient care and drive business efficiencies for municipalities, hospital networks and health insurance providers.


With Mobile Health, DocGo empowers the full promise and potential of telehealth by facilitating healthcare treatment, in tandem with a remote advanced practice provider, in the comfort of a patient’s home or workplace. Together with DocGo’s integrated Ambulnz medical transport services, DocGo is bridging the gap between physical and virtual care. For more information, please visit www.docgo.com. To get an inside look on how the proactive healthcare revolution is helping transform healthcare by reducing costs, increasing efficiency and improving outcomes, visit www.proactivecarenow.com.

Forward-Looking Statements

This earnings release includes forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended, regarding, among other things, the plans, strategies, outcomes, and prospects, both business and financial, of the Company, including the Company’s expectations around projected revenues and adjusted EBITDA for fiscal year 2026; the performance and growth of SteadyMD and the Company’s mobile phlebotomy business and other core business lines; completion of the acquisition of Hicuity Health and successful integration of the business; the performance and growth of Hicuity; the availability of debt financing from Perceptive Advisors following the acquisition of Hicuity; the launch of new Mobile Health programs; the demand for and expansion of the Company’s services; cash flow and cash collections; the Company’s cash balances; margin improvements; and the Company’s achievement of profitability. These statements are based on the beliefs and assumptions of the Company’s management. Although the Company believes that its plans, intentions and expectations reflected in or suggested by these forward-looking statements are reasonable, the Company cannot assure you that it will achieve or realize these plans, intentions, outcomes, results or expectations. Accordingly, you should not place undue reliance on such statements. All statements other than statements of historical fact are forward-looking, including, but not limited, to statements regarding the Company’s future actions, business strategies or models, plans, goals, future events, future revenues, future margins, current and future revenue guidance, future growth or performance, financing needs, business trends, results of operations, objectives and intentions with respect to future operations, services and products, and new and existing contracts or partnerships. In some cases, these statements may be preceded by, followed by or include the words “believes,” “estimates,” “expects,” “projects,” “forecasts,” “may,” “might,” “will,” “should,” “could,” “can,” “would,” “design,” “potential,” “seeks,” “plans,” “scheduled,” “anticipates,” “intends” or the negative of these terms or similar expressions.

Forward-looking statements are inherently subject to substantial risks, uncertainties and assumptions, many of which are beyond the Company’s control, and which may cause its actual results or outcomes, or the timing of its results or outcomes, to differ materially from those contained in its forward-looking statements, including, but not limited to the following: impacts related to the wind down of migrant-related services; the Company’s ability to continue as a going concern; the Company’s ability to maintain its listing on Nasdaq; the Company’s ability to pursue strategic initiatives to deliver on shareholder value; the Company’s ability to expand its programs with insurance partners, hospital systems, municipalities and other strategic partners; the Company’s ability to successfully implement its business strategy, including delivering value to shareholders via buybacks and funding new strategic relationships; the Company’s ability to establish, maintain and grow customer relationships; the Company’s ability to execute projects to the satisfaction of its customers; the Company’s ability to grow demand for its care gap closure programs and other services; the Company’s ability to maintain or grow its cash balances; the Company’s reliance on and ability to maintain its contractual relationships with its healthcare provider partners and other strategic partners; the Company’s ability to compete effectively in a highly competitive industry, including conditions in the healthcare transportation and mobile health services markets; the Company’s ability to maintain existing contracts; the Company’s reliance on government contracts, including changes in government spending on healthcare and other social services; the Company’s ability to effectively manage its growth; the Company’s financial performance and future prospects; the Company’s ability to deliver on its business strategies or models, plans and goals; the Company’s ability to expand geographically; the Company’s M&A activity and success of its acquisition strategy; the Company’s ability to retain its workforce and management personnel and successfully manage leadership transitions; the availability of healthcare professionals and other


personnel; changes in the cost of labor; the Company’s ability to collect on customer receivables; risks associated with the Company’s share repurchase program; 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 the Company’s suppliers to meet its needs; the Company’s ability to obtain or maintain operating licenses; potential changes in federal, state or local government policies or priorities; expected impacts of geopolitical instability; the Company’s competitive position and opportunities, including its ability to realize the benefits from its operating model; the Company’s ability to improve gross margins; the Company’s 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 the Company’s 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; the Company’s ability to comply with laws and regulations regarding data privacy and protection and other risk factors included in the Company’s filings with the Securities and Exchange Commission (“SEC”).

Moreover, the Company operates in a very competitive and rapidly changing environment. New risks and uncertainties emerge from time to time, and it is not possible for the Company to predict all risks and uncertainties that could have an impact on the forward-looking statements contained in this earnings release. The results, events, and circumstances reflected in the forward-looking statements may not be achieved or occur, and actual results or outcomes could differ materially from those described in the forward-looking statements.

The forward-looking statements made in this earnings release are based on events or circumstances as of the date on which the statements are made. The Company undertakes no obligation to update any forward-looking statements made in this earnings release to reflect events or circumstances after the date of this earnings release or to reflect new information or the occurrence of unanticipated events, except as and to the extent required by law. The Company’s forward-looking statements do not reflect the potential impact of any future acquisitions, mergers, dispositions, joint ventures or investments.








DocGo Inc. and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED BALANCE SHEETS
June 30,
2026		December 31, 2025
UnauditedAudited
ASSETS
Current assets:
Cash and cash equivalents$ 25,233,369$ 51,018,657
Accounts receivable, net of allowance for credit loss of $8,540,616 and $8,299,053 as of June 30, 2026 and December 31, 2025, respectively86,219,10092,893,216
Prepaid expenses4,403,3264,790,215
Other current assets3,942,3613,697,371
Total current assets119,798,156152,399,459
Property and equipment, net12,711,08314,558,427
Intangibles, net1,410,254—
Restricted cash and cash equivalents6,937,7461,466,121
Restricted investments (amortized cost of $15,952,661 and $15,737,694 as of June 30, 2026 and December 31, 2025, respectively)15,900,46615,845,875
Operating lease right-of-use assets9,259,68611,520,781
Finance lease right-of-use assets16,756,91017,420,424
Deferred tax assets561,903538,864
Other assets3,480,0453,353,061
Total assets$ 186,816,249$ 217,103,012
LIABILITIES AND STOCKHOLDERS’ EQUITY
Current liabilities:
  Accounts payable$ 14,020,960$ 11,110,867
  Accrued liabilities39,952,12942,789,440
  Notes payable, current48,03651,740
  Due to seller779,332336,982
  Contingent consideration, current7,900,3763,040,377
  Operating lease liability, current3,991,4294,650,953
  Finance lease liability, current5,642,0295,509,687
Total current liabilities72,334,29167,490,046
Notes payable, non-current159,337183,843
Contingent consideration, non-current2,476,2164,776,215
Operating lease liability, non-current5,837,4187,563,664
Finance lease liability, non-current10,227,92811,217,907
 Total liabilities91,035,19091,231,675
Commitments and contingencies (Note 19)
Stockholders’ equity:
Common stock ($0.0001 par value; 500,000,000 shares authorized as of June 30, 2026 and December 31, 2025; 98,858,369 and 98,640,059 shares issued and outstanding as of June 30, 2026 and December 31, 2025, respectively)9,8869,864
Additional paid-in-capital331,260,586325,416,366
Accumulated deficit(214,385,203)(183,801,795)
Accumulated other comprehensive income2,169,2892,387,404
Total stockholders’ equity attributable to DocGo Inc. and Subsidiaries119,054,558144,011,839
Noncontrolling interests(23,273,499)(18,140,502)
Total stockholders’ equity95,781,059125,871,337
Total liabilities and stockholders’ equity$ 186,816,249$ 217,103,012








DocGo Inc. and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Revenues, net$ 73,424,719$ 80,417,622$ 148,975,203$ 176,450,677
Expenses:
Cost of revenues (exclusive of depreciation and amortization, which is shown separately below)51,018,12054,998,524102,685,708120,183,584
Operating expenses:
General and administrative29,742,19031,240,94360,577,25864,143,013
Depreciation and amortization2,691,4113,981,0085,338,5187,742,399
Legal and regulatory4,025,6384,351,9749,059,7688,562,797
Technology and development3,446,2892,957,2037,151,3386,596,647
Sales, advertising and marketing423,294368,214795,927699,919
Total expenses91,346,94297,897,866185,608,517207,928,359
Loss from operations(17,922,223)(17,480,244)(36,633,314)(31,477,682)
Other (expense) income:
Interest expense, net(97,583)(443,662)(197,315)(869,946)
Loss on change in fair value of contingent consideration——(2,760,000)—
Insurance proceeds——4,687,798—
Loss on equity method investment—(38,817)—(79,515)
Loss on remeasurement of operating and finance leases—(6,607)—(47,444)
Loss on disposal of fixed assets(39,574)(48,354)(102,067)(33,215)
Other income (expense)123,211101,046388,175(211,823)
Total other (expense) income(13,946)(436,394)2,016,591(1,241,943)
Net loss before income tax (provision) benefit(17,936,169)(17,916,638)(34,616,723)(32,719,625)
(Provision for) benefit from income taxes(56,129)4,626,745(75,412)8,350,432
Net loss(17,992,298)(13,289,893)(34,692,135)(24,369,193)
Net loss attributable to noncontrolling interests(2,172,021)(2,134,647)(4,108,727)(3,808,632)
Net loss attributable to stockholders of DocGo Inc. and Subsidiaries(15,820,277)(11,155,246)(30,583,408)(20,560,561)
Other comprehensive (loss) income
Unrealized loss on investments, net of tax(54,965)76,733(126,869)76,733
Foreign currency translation adjustment(23,730)927,462(91,246)1,423,000
Total comprehensive loss$ (15,898,972)$ (10,151,051)$ (30,801,523)$ (19,060,828)
Net loss per share attributable to DocGo Inc. and Subsidiaries - Basic$ (0.16)$ (0.11)$ (0.31)$ (0.21)
Weighted-average shares outstanding - Basic98,802,81098,931,29398,774,609100,255,877
Net loss per share attributable to DocGo Inc. and Subsidiaries - Diluted$ (0.16)$ (0.11)$ (0.31)$ (0.21)
Weighted-average shares outstanding - Diluted98,802,81098,931,29398,774,609100,255,877




DocGo Inc. and Subsidiaries

UNAUDITED CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss$ (17,992,298)$ (13,289,893)$ (34,692,135)$ (24,369,193)
Adjustments to reconcile net loss to net cash (used in) provided by operating activities:
Depreciation of property and equipment1,238,4311,211,7712,504,9442,432,577
Amortization of intangible assets62,0411,452,29983,0792,751,441
Amortization of finance lease right-of-use assets1,390,9391,316,9382,750,4952,558,381
Loss on disposal of fixed assets39,57448,354102,06733,215
Deferred income tax expense266,738(4,878,785)12,963(8,806,213)
Accretion of discount related to restricted investments(86,378)(145,403)(164,382)(145,403)
Loss on equity method investments—38,817—79,515
Bad debt expense1,106,9831,244,0182,839,8942,492,009
Stock-based compensation2,655,5264,826,1335,880,3109,656,445
Loss on remeasurement of operating and finance leases—6,607—47,444
Loss on change in fair value of contingent consideration——2,760,000—
Changes in operating assets and liabilities:
Accounts receivable6,640,90954,756,5723,837,14386,194,306
Prepaid expenses and other current assets179,571(4,886,326)141,899(5,273,060)
Other assets(143,358)432,422(126,984)970,612
Accounts payable117,261(9,938,620)2,817,762(18,246,793)
Accrued liabilities(4,460,761)1,697,323(2,522,047)(7,451,661)
Operating lease liabilities and right-of-use assets(256,730)151,262(124,367)336,596
Net cash (used in) provided by operating activities(9,241,552)34,043,489(13,899,359)43,260,218
CASH FLOWS FROM INVESTING ACTIVITIES:
Purchase of property and equipment(320,832)(1,141,257)(751,142)(2,170,883)
Purchase of intangibles(828,161)(865,462)(1,493,333)(1,578,173)
Acquisition of a business, net of cash acquired———(3,646,318)
Purchase of restricted investments(5,745,440)(22,221,437)(7,476,506)(22,221,437)
Proceeds from sale and maturity of restricted investments2,995,6632,329,2467,459,4282,329,246
Proceeds from disposal of property and equipment22,66082,98844,563177,329
Net cash used in investing activities(3,876,110)(21,815,922)(2,216,990)(27,110,236)
CASH FLOWS FROM FINANCING ACTIVITIES:
Repayments of notes payable(13,659)(3,198)(28,210)(6,258)
Due to seller(75,835)(750,919)(75,835)(750,919)
Earnout payments on contingent liabilities———(265,538)
Distributions paid to noncontrolling interest——(1,024,270)—


Payments for taxes related to shares withheld for employee taxes(13,865)(139,575)(36,068)(1,340,552)
Common stock repurchased—(5,076,952)—(10,828,906)
Payments on obligations under finance lease(1,559,799)(1,411,786)(2,963,454)(2,708,673)
Net cash used in financing activities(1,663,158)(7,382,430)(4,127,837)(15,900,846)
Effect of exchange rate changes on cash and cash equivalents136,599650,391(69,477)968,129
Net (decrease) increase in cash, cash equivalents, restricted cash and restricted cash equivalents(14,644,221)5,495,528(20,313,663)1,217,265
Cash, cash equivalents, restricted cash and restricted cash equivalents at beginning of period46,815,336103,059,04452,484,778107,337,307
Cash, cash equivalents, restricted cash and restricted cash equivalents at end of period$ 32,171,115$ 108,554,572$ 32,171,115$ 108,554,572
Three Months Ended
June 30,		Six Months Ended
June 30,
2026202520262025
Supplemental disclosure of cash and non-cash transactions:
Cash paid for interest$ 49,081$ 444,062$ 96,112$ 1,005,769
Cash paid for interest on finance lease liabilities$ 249,258$ 250,694$ 497,826$ 470,749
Cash paid for income taxes$ 154,400$ 4,187,558$ 170,191$ 6,094,270
Right-of-use assets obtained in exchange for lease liabilities$ 945,640$ 1,732,734$ 3,059,931$ 7,698,829
Supplemental non-cash investing and financing activities:
Property and equipment in accounts payable$ 37,296$ (425,613)$ 92,331$ 13,125
Reconciliation of cash and restricted cash
Cash$ 25,233,369$ 104,164,128$ 25,233,369$ 104,164,128
Restricted cash6,937,7464,390,4446,937,7464,390,444
Total cash and restricted cash shown in statement of cash flows$ 32,171,115$ 108,554,572$ 32,171,115$ 108,554,572


Non-GAAP Financial Measures

The following information provides definitions and reconciliation of non-GAAP financial measures used by the Company to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (“GAAP”). The Company has provided this non-GAAP financial information, which is not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented in this earnings release that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures presented in this earnings release. The non-GAAP financial measures used by the Company may differ from similarly titled measures used by other companies.

Adjusted Gross Margin

Adjusted gross profit and adjusted gross margin are considered non-GAAP financial measures under SEC rules because they exclude certain amounts included in gross profit and gross margin calculated in accordance


with GAAP. Adjusted gross profit is total revenue minus cost of revenue, excluding depreciation and amortization (which are shown separately), and adjusted gross margin is adjusted gross profit as a percentage of total revenue.

The Company’s management believes that adjusted gross margin is useful in evaluating DocGo’s operating performance, as the calculation of this measure excludes the impact of non-cash depreciation and amortization charges. The Company’s management believes that by using adjusted gross margin in conjunction with GAAP gross margin, investors will get a more complete view of what management considers to be the Company’s core operating performance and allow for comparison of this measure when compared to those of prior periods. While many companies use adjusted gross margin as a performance measure, not all companies use identical calculations for determining adjusted gross margin. As such, DocGo’s presentation of adjusted gross margin might not be comparable to similarly titled measures of other companies.

Adjusted EBITDA

Adjusted EBITDA is considered a non-GAAP financial measure under SEC rules because it excludes certain amounts included in net income (loss) calculated in accordance with GAAP. Specifically, adjusted EBITDA is arrived at by taking reported GAAP net income and adding back the following items: net interest expense (income), provision for (benefit from) income taxes, depreciation and amortization, other (income) expense, non-cash equity-based compensation and certain other non-recurring expenses consisting of certain one-time legal settlements and certain one-time expenses incurred in connection with acquisitions and other corporate activities, beyond those that are typically incurred.

The Company’s management believes that its adjusted EBITDA measure is useful in evaluating DocGo’s operating performance, as the calculation of this measure generally eliminates the effect of financing and income taxes and the accounting effects of capital spending and acquisitions, as well as other items of a non-recurring and/or non-cash nature. Adjusted EBITDA is not intended to be a measure of GAAP cash flow, as this measure does not consider certain cash-based expenses, such as payments for taxes or debt service.

Management believes that using adjusted EBITDA in conjunction with GAAP measures such as net income assists investors in getting a more complete picture of the Company’s financial results and operations, affording them with a more complete view of what management considers to be the Company’s core operating performance as well as offering the ability to assess such performance as compared with that of prior periods and management’s public guidance. While many companies use adjusted EBITDA as a performance measure, not all companies use identical calculations for determining adjusted EBITDA. As such, DocGo’s presentation of adjusted EBITDA might not be comparable to similarly titled measures of other companies.



Reconciliation of Non-GAAP Measures

The table below reflects the reconciliation of GAAP gross margin and adjusted gross margin for the three and six months ended June 30, 2026 compared to the same periods in 2025:

Three Months Ended June 30,Six Months Ended June 30,
DocGo Inc. Consolidated2026202520262025
Revenue$ 73,424,719$ 80,417,622$ 148,975,203$ 176,450,677
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)(51,018,120)(54,998,524)(102,685,708)(120,183,584)
Depreciation and amortization(2,691,411)(3,981,008)(5,338,518)(7,742,399)
GAAP gross profit19,715,18821,438,09040,950,97748,524,694
Depreciation and amortization2,691,4113,981,0085,338,5187,742,399
Adjusted gross profit$ 22,406,599$ 25,419,098$ 46,289,495$ 56,267,093
GAAP gross margin26.9%26.7%27.5%27.5%
Adjusted gross margin30.5%31.6%31.1%31.9%
Three Months Ended June 30,Six Months Ended June 30,
Mobile Health Services2026202520262025
Revenue$ 21,417,771$ 30,780,993$ 45,043,018$ 75,990,537
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)(15,640,004)(20,778,628)(31,951,117)(52,045,936)
Depreciation and amortization(377,690)(982,108)(761,870)(1,938,480)
GAAP gross profit5,400,0779,020,25712,330,03122,006,121
Depreciation and amortization377,690982,108761,8701,938,480
Adjusted gross profit$ 5,777,767$ 10,002,365$ 13,091,901$ 23,944,601
GAAP gross margin25.2%29.3%27.4%29.0%
Adjusted gross margin27.0%32.5%29.1%31.5%
Three Months Ended June 30,Six Months Ended June 30,
Transportation Services2026202520262025
Revenue$ 52,006,948$ 49,636,629$ 103,932,185$ 100,460,140
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)(35,378,116)(34,219,896)(70,734,591)(68,137,648)
Depreciation and amortization(2,173,767)(2,003,258)(4,322,417)(3,952,084)
GAAP gross profit14,455,06513,413,47528,875,17728,370,408
Depreciation and amortization2,173,7672,003,2584,322,4173,952,084
Adjusted gross profit$ 16,628,832$ 15,416,733$ 33,197,594$ 32,322,492
GAAP gross margin27.8%27.0%27.8%28.2%
Adjusted gross margin32.0%31.1%31.9%32.2%



The table below reflects the reconciliation of net income (loss) to adjusted EBITDA for the three and six months ended June 30, 2026 compared to the same periods in 2025 and the three months ended March 31, 2026 (in millions):

Three Months Ended
June 30,		Six Months Ended
June 30,		Three Months Ended
March 31,
20262025202620252026
Net (loss) income (GAAP)$(18.0)$(13.3)$(34.7)$(24.4)$(16.7)
(+) Net interest expense0.10.40.20.90.1
(+) Income tax (benefit) expense0.1(4.6)0.1(8.4)-
(+) Depreciation and amortization2.74.05.37.72.6
(+) Other expense (income)(0.1)0.0(2.2)0.4(2.1)
EBITDA(15.2)(13.5)(31.3)(23.8)(16.1)
(+) Non-cash stock compensation2.74.85.99.73.2
(+) Non-recurring expense6.22.68.94.12.7
Adjusted EBITDA$(6.3)$(6.1)$(16.5)$(10.0)$(10.2)
Total revenue$73.4$80.4$149.0$176.5$75.6
Pretax income margin(24.4)%(22.3)%(23.2)%(18.6)%(22.1)%
Net margin(24.5)%(16.5)%(23.3)%(13.8)%(22.1)%
Adjusted EBITDA margin(8.6)%(7.6)%(11.1)%(5.7)%(13.5)%


Contacts
Investors:
Mike Cole
DocGo
949-444-1341
mike.cole@docgo.com
ir@docgo.com


Exhibit 99.2

Non-GAAP Financial Information

The following information provides definitions and reconciliation of non-GAAP financial measures used by the Company to the most directly comparable financial measures calculated and presented in accordance with generally accepted accounting principles (“GAAP”). The Company has provided this non-GAAP financial information, which is not calculated or presented in accordance with GAAP, as information supplemental and in addition to the financial measures presented by the Company that are calculated and presented in accordance with GAAP. Such non-GAAP financial measures should not be considered superior to, as a substitute for or alternative to, and should be considered in conjunction with, the GAAP financial measures presented by the Company. The non-GAAP financial measures used by the Company may differ from similarly titled measures used by other companies.

Adjusted Gross Margin

Adjusted gross profit and adjusted gross margin are considered non-GAAP financial measures under Securities and Exchange Commission rules because they exclude certain amounts included in gross profit and gross margin calculated in accordance with GAAP. Adjusted gross profit is total revenue minus cost of revenue, excluding depreciation and amortization (which are shown separately), and adjusted gross margin is adjusted gross profit as a percentage of total revenue.

The Company’s management believes that adjusted gross margin is useful in evaluating the Company’s operating performance, as the calculation of this measure excludes the impact of non-cash depreciation and amortization charges. The Company’s management believes that by using adjusted gross margin in conjunction with GAAP gross margin, investors will get a more complete view of what management considers to be the Company’s core operating performance and allow for comparison of this measure when compared to those of prior periods. While many companies use adjusted gross margin as a performance measure, not all companies use identical calculations for determining adjusted gross margin. As such, the Company’s presentation of adjusted gross margin might not be comparable to similarly titled measures of other companies.

Adjusted EBITDA

Adjusted EBITDA is considered a non-GAAP financial measure under SEC rules because it excludes certain amounts included in net income (loss) calculated in accordance with GAAP. Specifically, adjusted EBITDA is arrived at by taking reported GAAP net income and adding back the following items: net interest expense (income), provision for (benefit from) income taxes, depreciation and amortization, other (income) expense, non-cash equity-based compensation and certain other non-recurring expenses consisting of certain one-time legal settlements and certain one-time expenses incurred in connection with acquisitions and other corporate activities, beyond those that are typically incurred.

The Company’s management believes that its adjusted EBITDA measure is useful in evaluating DocGo’s operating performance, as the calculation of this measure generally eliminates the effect of financing and income taxes and the accounting effects of capital spending and acquisitions, as well as other items of a non-recurring and/or non-cash nature. Adjusted EBITDA is not intended to be a measure of GAAP cash flow, as this measure does not consider certain cash-based expenses, such as payments for taxes or debt service.

Management believes that using adjusted EBITDA in conjunction with GAAP measures such as net income assists investors in getting a more complete picture of the Company’s financial results and operations, affording them with a more complete view of what management considers to be the Company’s core operating performance as well as offering the ability to assess such performance as compared with that of prior periods and management’s public guidance. While many companies use adjusted EBITDA as a performance measure, not all companies use identical calculations for determining adjusted EBITDA. As such, DocGo’s presentation of adjusted EBITDA might not be comparable to similarly titled measures of other companies.

Reconciliation of Non-GAAP Measures

The table below reflects the reconciliation of adjusted gross margin to GAAP gross margin, the most directly comparable financial measure calculated and presented in accordance with GAAP, for the three and six months


ended June 30, 2026 compared to the same periods in 2025 on a consolidated basis, as well as for the Company’s Mobile Health Services and Transportation Services segments:


Three Months Ended June 30,Six Months Ended June 30,
DocGo Inc. Consolidated2026202520262025
Revenue$ 73,424,719$ 80,417,622$ 148,975,203$ 176,450,677
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)(51,018,120)(54,998,524)(102,685,708)(120,183,584)
Depreciation and amortization(2,691,411)(3,981,008)(5,338,518)(7,742,399)
GAAP gross profit19,715,18821,438,09040,950,97748,524,694
Depreciation and amortization2,691,4113,981,0085,338,5187,742,399
Adjusted gross profit$ 22,406,599$ 25,419,098$ 46,289,495$ 56,267,093
GAAP gross margin26.9%26.7%27.5%27.5%
Adjusted gross margin30.5%31.6%31.1%31.9%
Three Months Ended June 30,Six Months Ended June 30,
Mobile Health Services2026202520262025
Revenue$ 21,417,771$ 30,780,993$ 45,043,018$ 75,990,537
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)(15,640,004)(20,778,628)(31,951,117)(52,045,936)
Depreciation and amortization(377,690)(982,108)(761,870)(1,938,480)
GAAP gross profit5,400,0779,020,25712,330,03122,006,121
Depreciation and amortization377,690982,108761,8701,938,480
Adjusted gross profit$ 5,777,767$ 10,002,365$ 13,091,901$ 23,944,601
GAAP gross margin25.2%29.3%27.4%29.0%
Adjusted gross margin27.0%32.5%29.1%31.5%
Three Months Ended June 30,Six Months Ended June 30,
Transportation Services2026202520262025
Revenue$ 52,006,948$ 49,636,629$ 103,932,185$ 100,460,140
Cost of revenue (exclusive of depreciation and amortization, which are shown separately below)(35,378,116)(34,219,896)(70,734,591)(68,137,648)
Depreciation and amortization(2,173,767)(2,003,258)(4,322,417)(3,952,084)
GAAP gross profit14,455,06513,413,47528,875,17728,370,408


Depreciation and amortization2,173,7672,003,2584,322,4173,952,084
Adjusted gross profit$ 16,628,832$ 15,416,733$ 33,197,594$ 32,322,492
GAAP gross margin27.8%27.0%27.8%28.2%
Adjusted gross margin32.0%31.1%31.9%32.2%


The table below reflects the reconciliation of net income (loss) to adjusted EBITDA and adjusted EBITDA margin for the three and six months ended June 30, 2026 compared to the same periods in 2025 and the three months ended March 31, 2026 (in millions):

Three Months Ended
June 30,		Six Months Ended
June 30,		Three Months Ended
March 31,
20262025202620252026
Net (loss) income (GAAP)$(18.0)$(13.3)$(34.7)$(24.4)$(16.7)
(+) Net interest expense0.10.40.20.90.1
(+) Income tax (benefit) expense0.1(4.6)0.1(8.4)-
(+) Depreciation and amortization2.74.05.37.72.6
(+) Other expense (income)(0.1)0.0(2.2)0.4(2.1)
EBITDA(15.2)(13.5)(31.3)(23.8)(16.1)
(+) Non-cash stock compensation2.74.85.99.73.2
(+) Non-recurring expense6.22.68.94.12.7
Adjusted EBITDA$(6.3)$(6.1)$(16.5)$(10.0)$(10.2)
Total revenue$73.4$80.4$149.0$176.5$75.6
Pretax income margin(24.4)%(22.3)%(23.2)%(18.6)%(22.1)%
Net margin(24.5)%(16.5)%(23.3)%(13.8)%(22.1)%
Adjusted EBITDA margin(8.6)%(7.6)%(11.1)%(5.7)%(13.5)%


Source: View Original Filing on SEC EDGAR

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