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SCHEDULE 13D/A 0001409751 XXXXXXXX LIVE 26 Common Stock, par value $0.001 per share 11/24/2025 false 0001220754 743815102 ModivCare Inc. 6900 E Layton Avenue 12th Floor Denver CO 80237 Christopher Shackelton (203) 883-0100 105 Rowayton Avenue Rowayton CT 06853 Adam Gray (203) 883-0100 105 Rowayton Avenue Rowayton CT 06853 Debevoise & Plimpton LLP (212) 909-6000 Attention: William D. Regner, Esq. 66 Hudson Boulevard New York NY 10001 0001409751 N Coliseum Capital Management, LLC b AF N DE 0.00 4485175.00 0.00 4485175.00 4485175.00 N 31.2 IA 0001409585 N Coliseum Capital, LLC b AF N DE 0.00 3576621.00 0.00 3576621.00 3576621.00 N 24.9 OO 0001356974 N Coliseum Capital Partners, L.P. b WC N DE 0.00 3463284.00 0.00 3463284.00 3463284.00 N 24.1 PN 0001567187 N Coliseum Capital Partners II, L.P. b WC N DE 0.00 113337.00 0.00 113337.00 113337.00 N 0.8 PN 0001454123 N Adam Gray b AF N X1 0.00 4485175.00 0.00 4485175.00 4485175.00 N 31.2 IN 0001430708 N Christopher Shackelton b AF N X1 0.00 4485175.00 0.00 4485175.00 4485175.00 N 31.2 IN Common Stock, par value $0.001 per share ModivCare Inc. 6900 E Layton Avenue 12th Floor Denver CO 80237 Explanatory Note: This Amendment No. 26 (this "Amendment") to the Schedule 13D (the "Initial 13D") relating to the common stock, par value $0.001 per share ("Common Stock") of ModivCare Inc. (the "Issuer"), filed by the Reporting Persons with the Securities and Exchange Commission (the "SEC") on July 30, 2012 and as amended and supplemented by Amendment No. 1 to the Initial 13D filed on August 20, 2012, Amendment No. 2 to the Initial 13D filed on September 13, 2012, Amendment No. 3 to the Initial 13D filed on November 28, 2012, Amendment No. 4 to the Initial 13D filed on August 15, 2013, Amendment No. 5 to the Initial 13D filed on October 28, 2014, Amendment No. 6 to the Initial 13D filed on February 23, 2015, Amendment No. 7 to the Initial 13D filed on March 16, 2015, Amendment No. 8 to the Initial 13D filed on March 17, 2017, Amendment No. 9 to the Initial 13D filed on December 13, 2017, Amendment No. 10 to the Initial 13D filed on May 10, 2018, Amendment No. 11 to the Initial 13D filed on June 1, 2018, Amendment No. 12 to the Initial 13D filed on June 7, 2018, Amendment No. 13 to the Initial 13D filed on November 14, 2019, Amendment No. 14 to the Initial 13D filed on June 12, 2020, Amendment No. 15 to the Initial 13D filed on November 12, 2020, Amendment No. 16 to the Initial 13D filed on September 9, 2021, Amendment No. 17 to the Initial 13D filed on May 10, 2023, Amendment No. 18 to the Initial 13D filed on August 10, 2023, Amendment No. 19 to the Initial 13D filed on August 11, 2023, Amendment No. 20 to the Initial 13D filed on September 11, 2023, Amendment No. 21 to the Initial 13D filed on September 13, 2023, Amendment No. 22 to the Initial 13D filed on September 18, 2023, Amendment No. 23 to the Initial 13D filed on December 13, 2024, Amendment No. 24 to the Initial 13D filed on January 10, 2025 and Amendment No. 25 to the Initial 13D filed on January 14, 2025 amends and supplements certain of the items set forth therein. As used in this Amendment, the term "Reporting Persons" collectively refers to: Coliseum Capital Management, LLC, a Delaware limited liability company ("CCM"); Coliseum Capital, LLC, a Delaware limited liability company ("CC"); Coliseum Capital Partners, L.P., a Delaware limited partnership ("CCP"); Coliseum Capital Partners II, L.P., a Delaware limited partnership ("CCP2"); Adam Gray ("Gray"); and Christopher Shackelton ("Shackelton"). Item 4 is hereby amended and supplemented as follows: On August 20, 2025, the Issuer and certain of its subsidiaries (collectively, the "Company") voluntarily initiated proceedings (the "Chapter 11 Cases") under Chapter 11 of the Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") with a prearranged Chapter 11 plan (the "Plan") as contemplated by the Restructuring Support Agreement, dated as of August 20, 2025 (the "RSA"), by and among the Company and certain of their first lien lenders and second lien noteholders (the "Consenting Creditors"). The RSA contemplates a comprehensive restructuring of the Company's debt obligations and capital structure and a recapitalization of the Company. On November 24, 2025, certain of the Reporting Persons executed a joinder to the RSA, thereby agreeing to be bound by all of its terms as a Consenting Creditor. The RSA contains certain representations, warranties and covenants on the part of the Company and the Consenting Creditors, including limitations on the parties' ability to pursue alternative transactions, commitments by the Consenting Creditors to vote in favor of the Plan, and commitments of the Company and the Consenting Creditors to cooperate in good faith to finalize the documents and agreements necessary to consummate and complete the restructuring. Although the Company intends to pursue the restructuring in accordance with the terms set forth in the RSA and the term sheet attached thereto, there can be no assurance that the Company will be successful in completing the restructuring, whether on the same or different terms or at all. The RSA includes certain milestones (the "Milestones") for the progress of the Chapter 11 Cases, which include entry of an order by the Bankruptcy Court confirming the Plan on or prior to December 10, 2025 and the effective date of the Plan (the "Plan Effective Date"), which shall occur on or prior to December 24, 2025. The RSA contemplates that the Milestones may be extended or waived by a majority of the Company's first lien lenders party thereto. The RSA may be mutually terminated upon, among other things: (a) the failure to meet the Milestones; (b) the occurrence of certain breaches of the RSA; (c) the mutual agreement of the parties; and (d) in the case of the Company, if the board of directors, members, or managers, as applicable, of the Company reasonably determines in good faith and based upon advice of outside legal counsel that performance under the RSA would be inconsistent with its applicable fiduciary duties. The RSA will automatically terminate after the Plan Effective Date. The foregoing description of each of the RSA does not purport to be complete and is qualified in its entirety by reference to the full and complete terms of the RSA, a copy of which is included as Exhibit 10 to this Amendment. Item 6 is hereby amended and supplemented to incorporate by reference the information set forth in Item 4 above. Item 7 is hereby amended and supplemented as follows: Exhibit 10: Restructuring Support Agreement, dated August 20, 2025, by and among ModivCare Inc., certain of its subsidiaries, and the other parties thereto (incorporated by reference to Exhibit 10.1 to the Issuer's Form 8-K filed with the SEC on August 21, 2025) Coliseum Capital Management, LLC /s/ Chivonne Cassar Attorney in fact 11/26/2025 Coliseum Capital, LLC /s/ Chivonne Cassar Attorney in fact 11/26/2025 Coliseum Capital Partners, L.P. /s/ Chivonne Cassar Attorney in fact 11/26/2025 Coliseum Capital Partners II, L.P. /s/ Chivonne Cassar Attorney in fact 11/26/2025 Adam Gray /s/ Chivonne Cassar Attorney in fact 11/26/2025 Christopher Shackelton /s/ Chivonne Cassar Attorney in fact 11/26/2025