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Pediatrix (MD) CFO receives 31,800 restricted shares with multi-year vesting

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

Rhea-AI Filing Summary

Pediatrix Medical Group EVP, CFO and Treasurer Kasandra H. Rossi received 31,800 restricted shares of common stock as an annual equity award under the company’s incentive compensation plan. The award vests 25% on June 1, 2027, 25% on June 1, 2028, and 50% on June 1, 2029. In connection with vesting of prior awards, 3,701 restricted shares were withheld to cover taxes. After these transactions, Rossi directly holds 105,100 common shares.

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Insider Rossi Kasandra H
Role EVP, CFO and Treasurer
Type Security Shares Price Value
Grant/Award Common Stock 31,800 $0.00 --
Tax Withholding Common Stock 3,701 $21.54 $80K
Holdings After Transaction: Common Stock — 105,100 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 3,701 restricted shares withheld for payment of taxes upon vesting of shares.
Restricted stock grant 31,800 shares Annual equity award to EVP, CFO and Treasurer
Tax-withheld shares 3,701 shares Restricted shares withheld to pay taxes on vesting
Price used for tax withholding $21.54 per share Value applied to 3,701 withheld shares
Post-transaction holdings 105,100 shares Common shares directly held after transactions
Pre-grant holdings snapshot 101,399 shares Total shares following tax-withholding transaction
Tax-withholding disposition Code F Payment of tax liability by delivering securities
Equity grant code Code A Grant, award, or other acquisition of common stock
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")"
tax-withholding disposition financial
"Represents 3,701 restricted shares withheld for payment of taxes upon vesting of shares."
A tax-withholding disposition is an event or transaction—such as selling or transferring securities, exercising options, or receiving compensation—that triggers a requirement to hold back part of the payment and remit it to tax authorities. It matters to investors because it reduces the cash they receive immediately and can change the timing and amount of taxable income, like a cashier taking a portion of your sale proceeds to pay taxes before you get the rest.
grant, award, or other acquisition financial
"Grant, award, or other acquisition"
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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*
Rossi Kasandra H
(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)
Director10% Owner
XOfficer (give title below)Other (specify below)
EVP, CFO and Treasurer
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)31,800A$0105,100D
Common Stock06/01/2026F(2)3,701D$21.54101,399D
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 3,701 restricted shares withheld for payment of taxes upon vesting of shares.
/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) report for Kasandra H. Rossi?

Pediatrix reported that EVP and CFO Kasandra H. Rossi received a grant of 31,800 restricted common shares and had 3,701 restricted shares withheld to cover taxes on vesting, leaving her with 105,100 directly held common shares after these transactions.

How many Pediatrix (MD) shares were granted to the EVP and CFO?

Kasandra H. Rossi received a grant of 31,800 restricted shares of Pediatrix common stock. These shares were awarded under the company’s Second Amended and Restated 2008 Incentive Compensation Plan as part of her annual equity award, subject to a multi-year vesting schedule.

What is the vesting schedule for the 31,800 restricted Pediatrix (MD) shares?

The 31,800 restricted shares vest in three stages: 25% on June 1, 2027, another 25% on June 1, 2028, and the remaining 50% on June 1, 2029. Vesting is subject to the terms and conditions of Pediatrix’s incentive compensation plan.

Why were 3,701 Pediatrix (MD) shares disposed of in this Form 4?

The 3,701 shares were withheld to pay taxes triggered by the vesting of restricted stock. This tax-withholding disposition is a non-market transaction where shares are retained by the issuer to satisfy tax obligations rather than being sold in the open market.

How many Pediatrix (MD) shares does Kasandra H. Rossi hold after these transactions?

Following the grant and tax-withholding disposition, Kasandra H. Rossi directly holds 105,100 Pediatrix common shares. This total reflects her updated ownership position after receiving 31,800 restricted shares and having 3,701 restricted shares withheld for tax payments.

Under which plan were the new Pediatrix (MD) restricted shares granted?

The 31,800 restricted shares were granted under Pediatrix’s Second Amended and Restated 2008 Incentive Compensation Plan. This plan governs equity-based awards, including restricted stock, and sets the vesting terms and conditions for executive compensation grants like this one.