ModivCare Inc 2024年度报告

(Mark One)☒ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year endedDecember31, 2024 OR☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period fromto Commission File Number001-34221 ModivCare Inc. (Exact name of registrant as specified in its charter) (720)258-2130(Registrant’s telephone number, including area code) Securities registered pursuant to Section 12(b) of the Act: Securities registered pursuant to Section 12(g) of the Act:None Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.☐Yes☒No Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.☐Yes☒No Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (§223.405 of this chapter) during the preceding 12-months (or for such shorter period that the registrant wasrequired to submit such files).☒Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer”, “accelerated filer”, “smaller reporting company”, and“emerging growth company” in Rule 12b-2 of the Exchange Act. Accelerated filer☒Smaller reporting company☐Emerging growth company☐ Large accelerated filer☐Non-accelerated filer☐ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of itsinternal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered publicaccounting firm that prepared or issued its audit report.☒ If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrantincluded in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-basedcompensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒No The aggregate market value of the voting and non-voting common equity of the registrant held by non-affiliates computed by reference tothe price at which the common equity was last sold on The NASDAQ Global Select Market as of the last business day of the registrant’s mostrecently completed second fiscal quarter was $291.8million. As of February21, 2025, there were14,340,049shares outstanding (excluding treasury shares of 5,420,769) of the registrant’s commonstock, $0.001 par value per share. DOCUMENTS INCORPORATED BY REFERENCE The following documents are incorporated by reference into Part III of this Annual Report on Form 10-K: the registrant’s definitive proxystatement to be filed with the Securities and Exchange Commission under cover of Schedule 14A with respect to the registrant’s 2025 AnnualMeeting of Stockholders; provided, however, that if such proxy statement is not filed on or before April 30, 2025, such information will beincluded in an amendment to this Annual Report on Form 10-K filed on or before such date. Page No.PART IItem 1.Business.7Item 1A.Risk Factors.25Item 1B.Unresolved Staff Comments.53Item 1C.Cybersecurity.54Item 2.Properties.55Item 3.Legal Proceedings.55Item 4.Mine Safety Disclosures.56PART IIItem 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.57Item 6.Reserved.59Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations.60Item 7A.Quantitative and Qualitative Disclosures About Market Risk.80Item 8.Financial Statements and Supplementary Data.81Item 9.Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.127Item 9A.Controls and Procedures.127Item 9B.Other Information.128PART IIIItem 10.Directors, Executive Officers and Corporate Governance.128Item 11.Exec