v3.25.2
Stock-Based Compensation
 6 Months Ended
Jun. 30, 2025
Share-Based Payment Arrangement [Abstract]  
Stock-Based Compensation 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 three 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 June 30, 2025, approximately 5.3 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’ 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.
The following assumptions were used to compute the fair value of the stock option grants during the six months ended June 30, 2025 and 2024:
Six Months Ended
June 30,
20252024
Risk-free interest rate— %4.37 %
Expected term (in years)— 5.66
Volatility— %65.95 %
Dividend yield— %— %

The following table summarizes the Company’s stock option activity under the Plan during the six months ended June 30, 2025:
Options
Shares 		Weighted
Average
Exercise Price		Weighted
Average
Remaining
Contractual
Life in Years		Aggregate
Intrinsic
Value
Balance as of December 31, 20248,167,496$6.98 7.32$2,521,202 
Granted— — — — 
Vested— — — — 
Exercised— — — — 
Cancelled(173,577)7.56 — — 
Balance as of June 30, 20257,993,9196.99 6.83— 
Options vested and exercisable as of June 30, 20255,317,493$6.94 6.44$— 
The aggregate intrinsic value in the above table is calculated as the difference between the 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 year ended December 31, 2024 was $3.59. No stock options were granted during the six months ended June 30, 2025.

For the three months ended June 30, 2025 and 2024, the total recorded stock-based compensation related to stock option awards granted was $1,557,492 and $785,703, respectively.

For the six months ended June 30, 2025 and 2024, the total recorded stock-based compensation related to stock option awards granted was $2,946,749 and $3,240,846, respectively.
On June 30, 2025 and December 31, 2024, the total unrecognized compensation related to unvested stock option awards granted was $8,200,989 and $11,246,649, respectively. This cost is expected to be recognized over a weighted-average period of approximately 1.24 years as of June 30, 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 unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income on a straight-line basis over the vesting period for RSUs. The vesting period for RSUs generally ranges from one to four years.
Activity under RSUs during the six months ended June 30, 2025 was as follows:
RSUsWeighted-
Average
Grant Date
Fair Value
Per RSU
Balance as of December 31, 20244,068,987 $4.63 
Granted450,1801.71 
Vested(340,747)4.32 
Forfeited(158,978)4.10 
Balance as of June 30, 20254,019,4424.35 
Vested and unissued as of June 30, 20252,617 10.03 
Non-vested as of June 30, 20254,016,825 $4.35 
The total grant-date fair value of RSUs granted during the six months ended June 30, 2025 was $769,500.
For the three months ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense related to RSUs of $1,750,655 and $1,631,400, respectively.
For the six months ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense related to RSUs of $3,523,749 and $2,815,794, respectively.
On June 30, 2025, and December 31, 2024, the total unrecognized compensation related to unvested RSUs granted was $14,052,438 and $17,458,680, respectively. This cost is expected to be recognized over a weighted-average period of approximately 2.75 years as of June 30, 2025.
Performance-based Restricted 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 three months ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense related to PSUs of $1,517,986 and $194,827, respectively, which are included in accrued liabilities.

For the six months ended June 30, 2025 and 2024, the Company recorded stock-based compensation expense related to PSUs of $3,185,947 and $543,629, respectively, which are included in accrued liabilities.
As of June 30, 2025 and December 31, 2024, the total unrecognized compensation related to unvested PSUs granted was $8,661,394 and $8,332,535, respectively. This cost is expected to be recognized over a weighted-average period of approximately 2.50 years as of June 30, 2025.

PSU Grants with Performance Conditions (Revenue Performance Share Unit Grants)

As of June 30, 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 is expected to vest based on the achievement of specific revenue targets in 2024. The Company records compensation expenses in the unaudited Condensed Consolidated Statements of Operations and Comprehensive (Loss) Income on a straight-line basis over the four year vesting period.

There were no revenue PSUs granted during the six months ended June 30, 2025.

The following is a summary of the revenue PSU grants for the six months ended June 30, 2025:
Revenue PSUsWeighted-
Average
Grant Date
Fair Value
Per PSU
Balance as of December 31, 2024868,218$5.16 
Granted— — 
Vested(217,055)5.16 
Forfeited— — 
Performance adjustment— — 
Balance as of June 30, 2025651,163$5.16 

PSU Grants with Market Condition (TSR Performance Share Unit Grants)

As of June 30, 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 2027.

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.
There were no TSR PSUs granted during the six months ended June 30, 2025.
The following key assumptions were used in the Monte Carlo calculation for TSR PSU awards granted during the year ended December 31, 2024:

Valuation date price$4.19 
Expected company volatility68.05 %
Expected peer group volatility90.63 %
Expected term (in years)3.05
Risk-free interest rate4.10 %

The following is a summary of the TSR PSU grants for the six months ended June 30, 2025:
TSR PSUsWeighted-
Average
Grant Date
Fair Value
Per PSU
Balance as of December 31, 20241,205,251$4.19 
Granted— — 
Vested— — 
Forfeited— — 
Balance as of June 30, 20251,205,251 $4.19