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Pediatrix (MD) CEO reshapes restricted stock awards while retaining 313,710 shares

Filing Impact
(High)
Filing Sentiment
(Neutral)
Form Type
4

Rhea-AI Filing Summary

Pediatrix Medical Group Chief Executive Officer Mark S. Ordan reported a series of equity compensation adjustments and tax-related share withholdings. He received 127,198 restricted shares on June 1, 2026 at no cost under the company’s Second Amended and Restated 2008 Incentive Compensation Plan, tied to an annual equity award. A portion of these restricted shares is scheduled to vest 25% on June 1, 2027, 25% on June 1, 2028 and 50% on June 1, 2029, subject to the plan’s terms.

The filing also shows 19,119 restricted shares of common stock disposed of on June 1, 2026 at a price of $21.54 per share, representing shares withheld to cover taxes upon vesting. In addition, 97,174 restricted shares were granted on June 2, 2026 and 97,174 shares were returned to the issuer the same day. This pair of transactions reflects a revision to a 194,347-share annual equity award originally granted on June 1, 2025 so it complies with the plan’s annual award limitations, while preserving the intended vesting schedule. After these transactions, Ordan directly holds 313,710 shares of Pediatrix Medical Group common stock.

Positive

  • None.

Negative

  • None.
Insider ORDAN MARK S
Role Chief Executive Officer
Type Security Shares Price Value
Disposition Common Stock 97,174 $0.00 --
Grant/Award Common Stock 97,174 $0.00 --
Grant/Award Common Stock 127,198 $0.00 --
Tax Withholding Common Stock 19,119 $21.54 $412K
Holdings After Transaction: Common Stock — 313,710 shares (Direct, null)
Footnotes (1)
  1. Restricted shares granted pursuant to the Issuer's Second Amended and Restated 2008 Incentive Compensation Plan (the "Plan"), in connection with an annual equity award. Twenty-five percent (25%) of the restricted shares will vest on June 1, 2027, twenty-five percent (25%) of the restricted shares will vest on June 1, 2028 and fifty percent (50%) of the restricted shares will vest on June 1, 2029, subject to the terms of the Plan. Represents 19,119 restricted shares withheld for payment of taxes upon vesting of shares. The Reporting Person filed a Form 4 on June 3, 2025, reporting an annual equity award of 194,347 restricted shares granted on June 1, 2025 pursuant to the Issuer's Amended and Restated 2008 Incentive Compensation Plan (as further amended and restated on May 7, 2026, the "Plan"), which award, as originally reported, vested as to twenty-five percent (25%) on June 1, 2026, with the remaining portion scheduled to vest twenty-five percent (25%) on June 1, 2027 and fifty percent (50%) on June 1, 2028, in each case subject to the terms of the Plan. Due to the annual award limitations of the Plan, the award was revised so that the remaining fifty percent (50%) of the award that was scheduled to vest on June 1, 2028 was re-granted on June 2, 2026, which portion will still vest on June 1, 2028 in accordance with the original terms of the award, subject to the terms of the Plan and the underlying award agreement.
Restricted shares granted June 1, 2026 127,198 shares Grant of restricted common stock at $0.00 per share
Restricted shares granted June 2, 2026 97,174 shares Additional restricted stock grant tied to revising 2025 award
Shares withheld for taxes 19,119 shares at $21.54 Tax-withholding disposition upon vesting of restricted shares
Shares returned to issuer 97,174 shares Disposition to issuer as part of award revision
Shares held after transactions 313,710 shares Direct holdings of common stock following all reported transactions
Original 2025 annual equity award 194,347 shares Restricted shares originally granted June 1, 2025 under the plan
Restricted shares financial
"Restricted shares granted pursuant to the Issuer's Second Amended and Restated 2008 Incentive Compensation Plan"
Restricted shares are company stock that cannot be sold or transferred immediately because they are subject to legal or contractual limits, such as a required holding period or performance conditions. They matter to investors because these locked-up shares can affect a company’s available stock for trading, future dilution, and insider incentives—imagine a gift that can’t be cashed until certain conditions are met, which changes when and how much supply can suddenly enter the market.
Second Amended and Restated 2008 Incentive Compensation Plan financial
"granted pursuant to the Issuer's Second Amended and Restated 2008 Incentive Compensation Plan (the "Plan")"
annual equity award financial
"Restricted shares granted pursuant to the Issuer's ... Plan, in connection with an annual equity award"
vest financial
"Twenty-five percent (25%) of the restricted shares will vest on June 1, 2027"
A vest is the process by which an employee earns the right to receive certain benefits or ownership interests, such as stock or retirement funds, over time. It’s similar to earning a reward gradually, ensuring that the benefit becomes fully yours only after a set period or meeting specific conditions. This makes it important for investors because it determines when they can actually claim or use those benefits.
withheld for payment of taxes financial
"Represents 19,119 restricted shares withheld for payment of taxes upon vesting of shares"
annual award limitations financial
"Due to the annual award limitations of the Plan, the award was revised"
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Form 4 Insider Transactions: What Each Field Means →
SEC Form 4
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
ORDAN MARK S
(Last)(First)(Middle)
1301 CONCORD TERRACE
(Street)
SUNRISE FLORIDA 33323
(City)(State)(Zip)
UNITED STATES
(Country)		2. Issuer Name and Ticker or Trading Symbol
Pediatrix Medical Group, Inc. [ MD ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
XDirector10% Owner
XOfficer (give title below)Other (specify below)
Chief Executive Officer
2a. Foreign Trading Symbol
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026		6. Individual or Joint/Group Filing (Check Applicable Line)
XForm filed by One Reporting Person
Form filed by More than One Reporting Person
4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeVAmount(A) or (D)Price
Common Stock06/01/2026A(1)127,198A$0.00430,003D
Common Stock06/01/2026F(2)19,119D$21.54410,884D
Common Stock06/02/2026D(3)97,174D$0313,710D
Common Stock06/02/2026A(3)97,174A$0410,884D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year)7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Explanation of Responses:
1. Restricted shares granted pursuant to the Issuer's Second Amended and Restated 2008 Incentive Compensation Plan (the "Plan"), in connection with an annual equity award. Twenty-five percent (25%) of the restricted shares will vest on June 1, 2027, twenty-five percent (25%) of the restricted shares will vest on June 1, 2028 and fifty percent (50%) of the restricted shares will vest on June 1, 2029, subject to the terms of the Plan.
2. Represents 19,119 restricted shares withheld for payment of taxes upon vesting of shares.
3. The Reporting Person filed a Form 4 on June 3, 2025, reporting an annual equity award of 194,347 restricted shares granted on June 1, 2025 pursuant to the Issuer's Amended and Restated 2008 Incentive Compensation Plan (as further amended and restated on May 7, 2026, the "Plan"), which award, as originally reported, vested as to twenty-five percent (25%) on June 1, 2026, with the remaining portion scheduled to vest twenty-five percent (25%) on June 1, 2027 and fifty percent (50%) on June 1, 2028, in each case subject to the terms of the Plan. Due to the annual award limitations of the Plan, the award was revised so that the remaining fifty percent (50%) of the award that was scheduled to vest on June 1, 2028 was re-granted on June 2, 2026, which portion will still vest on June 1, 2028 in accordance with the original terms of the award, subject to the terms of the Plan and the underlying award agreement.
/s/ Mary Ann E. Moore, Attorney-in-Fact06/03/2026
** Signature of Reporting PersonDate
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)

Source: View Original Filing on SEC EDGAR

FAQ

What insider transactions did Pediatrix (MD) CEO Mark Ordan report?

Mark Ordan reported restricted stock grants, a tax-related share withholding, and a share return to the issuer. These actions adjust and maintain prior equity awards under the company’s incentive plan rather than representing open-market buying or selling activity.

How many Pediatrix (MD) shares does CEO Mark Ordan hold after these transactions?

After these transactions, Mark Ordan directly holds 313,710 shares of Pediatrix Medical Group common stock. This figure reflects the reported restricted stock grants, tax-withholding disposition, and the shares returned to the issuer to revise a prior equity award.

What restricted stock awards did Pediatrix (MD) grant to its CEO in June 2026?

On June 1, 2026, Mark Ordan was granted 127,198 restricted shares at no cost. On June 2, 2026, he was granted an additional 97,174 restricted shares, tied to revising a 2025 annual equity award under the company’s incentive compensation plan.

How will Mark Ordan’s new Pediatrix (MD) restricted shares vest over time?

For the 2026 annual equity award, 25% of the restricted shares vest on June 1, 2027, another 25% on June 1, 2028, and the remaining 50% on June 1, 2029, subject to the terms of Pediatrix’s incentive compensation plan and applicable award agreements.

Why were 19,119 Pediatrix (MD) shares disposed of at $21.54 per share?

The 19,119 shares disposed of at $21.54 per share represent restricted shares withheld to pay taxes upon vesting. This tax-withholding method is a non-market transaction and does not indicate an open-market sale by CEO Mark Ordan.

Why did Pediatrix (MD) revise Mark Ordan’s 2025 equity award?

The 2025 annual equity award of 194,347 restricted shares was revised due to the plan’s annual award limitations. The remaining 50% of that award was re-granted as 97,174 restricted shares on June 2, 2026, keeping the original June 1, 2028 vesting schedule intact.