Pediatrix Medical Group (MD) authorizes $250M, three-year stock repurchase plan
Rhea-AI Filing Summary
Pediatrix Medical Group, Inc. disclosed that its Board of Directors has authorized a share repurchase program for up to $250 million of its outstanding common stock. The program gives the company flexibility to buy back shares over a three-year term, but it does not require Pediatrix to repurchase any specific dollar amount or number of shares.
Repurchases may occur through open market purchases, privately negotiated transactions, or trading plans established under Rule 10b5-1 and Rule 10b-18. The timing and actual level of repurchases will depend on factors such as the stock price, overall market and business conditions, legal requirements, and alternative uses of capital.
Positive
- None.
Negative
- None.
Insights
Pediatrix adds a flexible, three-year $250M share buyback tool.
Pediatrix Medical Group has authorized a share repurchase program of up to
The board’s decision does not obligate the company to repurchase any shares, so actual impact will depend on future management decisions and market conditions. Factors cited include share price levels, general business and market conditions, applicable legal requirements, and alternative investment opportunities.
Because the program can be extended, modified, suspended or discontinued at any time, the eventual scale and pace of buybacks will only become clear through subsequent disclosures and actual repurchase activity during the three-year period starting on
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): |
(Exact name of Registrant as Specified in Its Charter)
(State or Other Jurisdiction |
(Commission File Number) |
(IRS Employer |
||
|
|
|
|
|
|
||||
|
||||
(Address of Principal Executive Offices) |
|
(Zip Code) |
||
Registrant’s Telephone Number, Including Area Code: |
|
(Former Name or Former Address, if Changed Since Last Report)
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:
Securities registered pursuant to Section 12(b) of the Act:
|
|
Trading |
|
|
|
|
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. ☐
Item 7.01 Regulation FD Disclosure.
On August 18, 2025, Pediatrix Medical Group, Inc., a Florida corporation (the “Company”), issued a press release announcing the share repurchase program described in Item 8.01 of this Current Report on Form 8-K. A copy of the press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
This information and the information contained in Exhibit 99.1 is furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as may be expressly set forth by specific reference in any such filing, regardless of any general incorporation language in the filing.
Item 8.01 Other Events.
On August 18, 2025, the Company announced that its Board of Directors has authorized a share repurchase program (the “Repurchase Program”) of up to $250 million of the Company’s outstanding common stock. The timing and actual number of shares repurchased will depend on a variety of factors, including market price of the shares, general business and market conditions, applicable legal requirements, and alternative investment opportunities. Repurchases under the Repurchase Program may be made through privately negotiated transactions or open market transactions, including pursuant to a trading plan in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Exchange Act.
The Repurchase Program does not obligate the Company to repurchase any dollar amount or number of shares, and the Repurchase Program may be extended, modified, suspended or discontinued at any time. The Repurchase Program has a three-year term.
Forward-Looking Statements
Certain statements and information in this current report may be deemed to contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Exchange Act. Forward-looking statements may include, but are not limited to, statements relating to the Company’s objectives, plans, strategies and financial performance, statements regarding the amount, timing and execution of, and sources of funding for, repurchases under the repurchase program, and all statements, other than statements of historical facts, that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future . These statements are often characterized by terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on assumptions and assessments made by the Company’s management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements in this current report are made as of the date hereof, and the Company undertakes no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments, and business decisions to differ materially from forward-looking statements are described in the Company’s most recent Annual Report on Form 10-K and its Quarterly Reports on Form 10-Q, including the sections entitled “Risk Factors,” as well the Company’s current reports on Form 8-K, filed with the Securities and Exchange Commission.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
Exhibit Index
Exhibit |
|
Description |
99.1 |
|
Press Release of Pediatrix Medical Group, Inc., dated August 18, 2025. |
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.
|
|
|
Pediatrix Medical Group, Inc. |
|
|
|
|
Date: |
August 18, 2025 |
By: |
/s/ Kasandra H. Rossi |
|
|
|
Kasandra H. Rossi |
FAQ
What share repurchase program did Pediatrix Medical Group (MD) announce?
Pediatrix Medical Group announced that its Board of Directors authorized a share repurchase program for up to $250 million of the company’s outstanding common stock.
How long will Pediatrix Medical Group's $250 million repurchase program last?
The share repurchase program has a three-year term starting from August 18, 2025, although it may be extended, modified, suspended or discontinued at any time.
Is Pediatrix Medical Group required to buy back a specific amount of stock under this program?
No. The company states that the repurchase program does not obligate it to repurchase any particular dollar amount or number of shares.
How can Pediatrix Medical Group execute share repurchases under the program?
Repurchases may be made through open market transactions, privately negotiated transactions, or under trading plans established in accordance with Rule 10b5-1 and/or Rule 10b-18 under the Exchange Act.
What factors will influence Pediatrix Medical Group’s decision to repurchase shares?
The company notes that the timing and number of shares repurchased will depend on the market price of the shares, general business and market conditions, applicable legal requirements, and alternative investment opportunities.
Did Pediatrix Medical Group issue a press release about the repurchase program?
Yes. Pediatrix furnished a press release dated August 18, 2025 as Exhibit 99.1, announcing the details of the share repurchase program.
