DocGo Inc.DCGO
DocGo Inc. Stock Compensation Disclosure
Stock Based Compensation
Stock Options
In 2021, the Company established the DocGo Inc. 2021 Equity Incentive Plan (the “Plan”), which replaced Ambulnz, Inc.’s 2017 Equity Incentive Plan. The Plan initially reserved 16,607,894 shares of Common Stock for issuance under the Plan. The Company’s stock options generally vest on various terms based on continuous services over periods ranging from to five years. The stock options are subject to time vesting requirements through 2028 and are nontransferable. Stock options granted have a maximum contractual term of 10 years. As of December 31, 2025, approximately 6.0 million employee stock options had vested.
The fair value of each stock option grant is estimated on the date of grant using the Black-Scholes option-pricing model. Before the consummation of the Business Combination, the management of Ambulnz took the average of several publicly traded companies that were representative of Ambulnz’s size and industry in order to estimate its expected stock volatility. Subsequent to the Business Combination, the Company utilized publicly available pricing. The expected term of the
options represented the period of time the instruments were expected to be outstanding. The Company based the risk-free interest rate on the rate payable on the U.S. Treasury securities corresponding to the expected term of the awards at the date of grant. Expected dividend yield was zero based on the fact that the Company had not historically paid and does not intend to pay a dividend in the foreseeable future.
No stock options were granted during the year ended December 31, 2025. The following assumptions were used to compute the fair value of the stock option grants during the years ended December 31, 2024 and 2023:
| Year Ended December 31, | |||||||||||
| 2024 | 2023 | ||||||||||
| Risk-free interest rate | 4.19% - 4.54% | 4.10% - 4.87% | |||||||||
| Expected term (in years) | 5.56 | 6.25 | |||||||||
| Volatility | 60.72% - 71.18% | 52.37% - 62.29% | |||||||||
| Dividend yield | — | % | — | % | |||||||
The following table summarizes the Company’s stock option activity under the Plan for the years ended December 31, 2025, 2024 and 2023:
| Options Shares | Weighted Average Exercise Price | Weighted Average Remaining Contractual Life in Years | Aggregate Intrinsic Value | ||||||||||||||||||||
| Balance as of December 31, 2022 | 11,571,308 | $ | 7.11 | 9.05 | $ | 39,389,063 | |||||||||||||||||
| Granted | 1,566,010 | 7.93 | — | — | |||||||||||||||||||
| Exercised | (514,065) | 3.55 | — | — | |||||||||||||||||||
| Cancelled | (680,989) | 7.52 | — | — | |||||||||||||||||||
| Balance as of December 31, 2023 | 11,942,264 | 7.36 | 8.16 | 3,961,556 | |||||||||||||||||||
| Granted | 506,822 | 3.59 | — | — | |||||||||||||||||||
| Exercised | (16,559) | 1.59 | — | — | |||||||||||||||||||
| Cancelled | (4,265,031) | 7.69 | — | — | |||||||||||||||||||
| Balance as of December 31, 2024 | 8,167,496 | 6.98 | 7.32 | 2,521,202 | |||||||||||||||||||
| Granted | — | — | — | — | |||||||||||||||||||
| Exercised | — | — | — | — | |||||||||||||||||||
| Cancelled | (820,961) | 7.66 | — | — | |||||||||||||||||||
| Balance as of December 31, 2025 | 7,346,535 | $ | 6.93 | 5.59 | $ | — | |||||||||||||||||
| Options vested and exercisable as of December 31, 2025 | 6,026,254 | $ | 7.06 | 5.17 | $ | — | |||||||||||||||||
The aggregate intrinsic value in the above table is calculated as the difference between fair value of the Common Stock price and the exercise price of the stock options. The weighted average grant date fair value per share for stock option grants during the years ended December 31, 2024 and 2023 was $3.59 and $7.93, respectively.
For the years ended December 31, 2025, 2024 and 2023, the total recorded stock-based compensation related to stock option awards granted was $5,675,187, $6,652,789, and $11,795,320, respectively.
As of December 31, 2025, 2024 and 2023, the total unrecognized compensation related to unvested stock option awards granted was $3,245,364, $11,246,649 and $29,058,756, respectively, which the Company expects to recognize over a weighted-average period of approximately 1.11 years as of December 31, 2025.
Restricted Stock Units
The fair value of restricted stock units (“RSUs”) is determined on the date of grant. The Company records compensation expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income on a straight-line basis over the vesting period for RSUs. The vesting period for employees and members of the Board of Directors ranges from to four years.
The following is a summary of the RSU activity for the years ended December 31, 2025, 2024 and 2023:
| RSUs | Weighted- Average Grant Date Fair Value Per RSU | ||||||||||
| Balance as of December 31, 2022 | 305,587 | $ | 8.35 | ||||||||
| Granted | 3,104,766 | 6.15 | |||||||||
| Vested | (986,258) | 8.61 | |||||||||
| Forfeited | — | — | |||||||||
| Balance as of December 31, 2023 | 2,424,095 | 5.61 | |||||||||
| Granted | 3,009,868 | 3.94 | |||||||||
| Vested | (1,205,460) | 4.82 | |||||||||
| Forfeited | (159,516) | 4.92 | |||||||||
| Balance as of December 31, 2024 | 4,068,987 | 4.63 | |||||||||
| Granted | 6,452,636 | 1.07 | |||||||||
| Vested | (1,540,434) | 4.38 | |||||||||
| Forfeited | (461,216) | 5.17 | |||||||||
| Balance as of December 31, 2025 | 8,519,973 | $ | 1.95 | ||||||||
| Vested and unissued as of December 31, 2025 | 46,143 | $ | 1.40 | ||||||||
| Non-vested as of December 31, 2025 | 8,473,830 | $ | 1.96 | ||||||||
The total grant-date fair value of RSUs granted during the years ended December 31, 2025, 2024, and 2023 was $6,926,027, $11,854,256, and $19,526,515, respectively.
For the years ended December 31, 2025, 2024 and 2023, the Company recorded stock-based compensation expense related to RSUs of $6,392,516, $5,783,838, and $9,101,027, respectively.
As of December 31, 2025, 2024 and 2023, the total unrecognized compensation related to unvested RSUs granted was $15,607,125, $17,458,680 and $12,602,662, respectively, which is expected to be recognized over a weighted-average period of approximately 3.2 years as of December 31, 2025.
Performance-based Stock Units
The Company grants performance-based restricted stock units (“PSUs”) to certain employees under its long-term incentive compensation plan. PSU awards are subject to service-based and either performance-based or market-based vesting conditions.
For the years ended December 31, 2025, 2024 and 2023, the Company recorded stock-based compensation expense related to PSUs of $5,374,315, $1,197,459 and $72,827, respectively.
As of December 31, 2025, 2024 and 2023, the total unrecognized compensation related to unvested PSUs granted was $7,550,652, $8,332,535, and $5,527,166, respectively. The cost is expected to be recognized over a weighted-average period of approximately 3.0 years as of December 31, 2025.
PSU Grants with Performance Conditions (Revenue Performance Share Unit Grants)
As of December 31, 2025, the Company had outstanding PSUs with a performance condition from 2024. The fair value of these awards is based on the Company’s quoted stock price on the grant date and vests based on the achievement of specific revenue targets in 2024. The Company records compensation expenses in the Consolidated Statements of Operations and Comprehensive (Loss) Income on a straight-line basis over the vesting period. The vesting period for employees is four years.
The following is a summary of the revenue PSU activity for the years ended December 31, 2025, 2024 and 2023:
| Revenue PSUs | Weighted-Average Grant Date Fair Value Per PSU | ||||||||||
| Balance as of December 31, 2022 | — | $ | — | ||||||||
| Granted | 1,085,270 | 5.16 | |||||||||
| Vested | — | — | |||||||||
| Forfeited | — | — | |||||||||
| Balance as of December 31, 2023 | 1,085,270 | 5.16 | |||||||||
| Granted | — | — | |||||||||
| Vested | — | — | |||||||||
| Forfeited | — | — | |||||||||
| Performance adjustment | (217,054) | 5.16 | |||||||||
| Balance as of December 31, 2024 | 868,216 | 5.16 | |||||||||
| Granted | — | — | |||||||||
| Vested | (434,110) | 5.16 | |||||||||
| Forfeited | (77,519) | 5.16 | |||||||||
| Performance adjustment | — | — | |||||||||
| Balance as of December 31, 2025 | 356,587 | $ | 5.16 | ||||||||
PSU Grants with Market Condition (TSR Performance Share Unit Grants)
As of December 31, 2025, the Company had outstanding PSUs with a market condition that will vest based on the Company’s total shareholder return (“TSR”) relative to the TSR of the Nasdaq Healthcare Index in 2025 to 2028.
The fair value is determined on the grant date using a Monte Carlo simulation model. The Company recognizes compensation expense on all these awards on a straight-line basis over the vesting period with no changes for final projected payout of the awards. The Company accounts for forfeitures as they occur.
No PSUs with a market condition were granted during the year ended December 31, 2023. The following assumptions were used in the Monte Carlo calculation for TSR PSU awards granted during the years ended December 31, 2025 and 2024:
| Year Ended December 31, | |||||||||||
| 2025 | 2024 | ||||||||||
| Valuation date price | $ | 0.92 | $ | 4.19 | |||||||
| Expected company volatility | 65.86 | % | 68.05 | % | |||||||
| Expected peer group volatility | 93.20 | % | 90.63 | % | |||||||
| Expected term (in years) | 3.05 | 3.05 | |||||||||
| Risk-free interest rate | 3.55 | % | 4.10 | % | |||||||
The following is a summary activity of the PSUs with a market condition for the years ended December 31, 2025 and 2024:
| TSR PSUs | Weighted-Average Grant Date Fair Value Per PSU | ||||||||||
| Balance as of December 31, 2023 | — | $ | — | ||||||||
| Granted | 1,205,251 | 7.17 | |||||||||
| Vested | — | — | |||||||||
| Forfeited | — | — | |||||||||
| Balance as of December 31, 2024 | 1,205,251 | 7.17 | |||||||||
| Granted | 1,863,955 | 1.62 | |||||||||
| Vested | — | — | |||||||||
| Forfeited | (544,949) | 6.88 | |||||||||
| Balance as of December 31, 2025 | 2,524,257 | $ | 3.13 | ||||||||
Historical Timeline
| Fiscal Year | Filed | |
|---|---|---|
| 2025 | Mar 16, 2026 | Showing above |
| 2024 | Feb 27, 2025 | |
About Stock Compensation Disclosures
Stock-based compensation disclosures detail the equity awards granted to employees and executives — including stock options, restricted stock units (RSUs), and performance shares — along with the valuation methods and assumptions used to expense them. This section reveals the true cost of talent retention and the alignment between management incentives and shareholder interests.
Key signals: total unrecognized compensation expense and its expected recognition period signal future earnings headwinds from already-granted awards. For stock options, examine Black-Scholes assumptions — expected volatility, risk-free rate, and expected term — as understating any of these reduces reported compensation expense. Compare stock compensation expense as a percentage of revenue against peers to assess dilution cost. Watch vesting schedules for acceleration clauses tied to change-of-control events. Performance-based awards with undemanding targets may indicate weak governance. Add back stock compensation to operating cash flow to calculate a more conservative free cash flow figure.