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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): November 9, 2025
ModivCare Inc.
(Exact name of registrant as specified in its charter)
| | | | | | | | |
| Delaware | 001-34221 | 86-0845127 |
(State or other jurisdiction of
incorporation) | (Commission File Number) | (I.R.S. Employer
Identification No.) |
| | | | | | | | | | | | | | |
6900 E. Layton Avenue, | 12th Floor | | | |
Denver, | Colorado | | | 80237 |
| (Address of principal executive offices) | | | (Zip Code) |
(720) 258-2130
Registrant’s telephone number, including area code:
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(s) | Name of exchange on which registered | |
| Common Stock, $0.001 par value per share | MODVQ* | OTC Markets Group* | |
* At the opening of business on August 28, 2025, the registrant’s common stock was suspended from trading on The Nasdaq Global Select Market and trades in the registrant’s common stock began being quoted on the Expert Market operated by the OTC Markets Group under the symbol “MODVQ”. The Nasdaq Stock Market LLC filed a Form 25-NSE on October 1, 2025 to delist the registrant’s common stock and to remove it from registration under Section 12(b) of the U.S. Securities Exchange Act of 1934, as amended.
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
| | | | | |
| 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. | ☐ |
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| Item 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Directors; Compensatory Arrangements of Certain Officers. |
On November 9, 2025, David Mounts Gonzales resigned from the Board of Directors of ModivCare Inc. (the “Company”), effective immediately. His resignation was not a result of any disagreement with the Company on any matter relating to its operations, policies or practices.
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.
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| | | | ModivCare Inc. |
| | | | | | |
| Date: November 12, 2025 | | | | By: | | /s/ Faisal Khan |
| | | | Name: | | Faisal Khan |
| | | | Title: | | Senior Vice President, General Counsel and Secretary |
