[8-K] MAXIMUS, INC. Reports Material Event

Rhea-AI Filing Summary

Maximus, Inc. disclosed that Chief Legal Officer and Corporate Secretary John T. Martinez notified the company on December 15, 2025 of his intention to resign, effective February 15, 2026.

The company states that his decision is solely driven by a personal desire to pursue a new opportunity aligned with his industry background and is not due to any disagreement regarding operations, policies, or practices. Martinez will remain in his current role until his departure, and Maximus has begun a search for his successor.

Insights

Corporate governance analyst

Maximus reports a planned legal chief transition with stated personal reasons and a defined handover period.

Maximus, Inc. reports that Chief Legal Officer and Corporate Secretary John T. Martinez has chosen to resign, with effect from February 15, 2026, after giving notice on December 15, 2025. The company explicitly attributes his decision to a personal desire to pursue a new role better aligned with his industry background.

The disclosure also states that the resignation is not due to any disagreement with the company on operations, policies, or practices, which helps frame this as a routine career move rather than a governance dispute. Martinez will continue in his role until his effective resignation date, and the company has initiated a search for a replacement, indicating an organized transition plan.

0001032220FALSE00010322202025-12-152025-12-15

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): December 15, 2025

Maximus, Inc.

(Exact name of registrant as specified in its charter)

Virginia

1-12997

54-1000588

(State or other jurisdiction of incorporation)

(Commission File Number)

(I.R.S. Employer Identification No.)

1600 Tysons Boulevard

McLean

,

VA

22102

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including the area code

(

703

)

251-8500

No Change

(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:

☐    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class

Trading Symbol(s)

Name of each exchange on which registered

Common Stock, no par value

MMS

New York Stock Exchange

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 5.02    Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On December 15, 2025, Maximus, Inc. (the “Company”) received notice from John T. Martinez, the Company’s Chief Legal Officer and Corporate Secretary, of his intention to resign effective February 15, 2026. Mr. Martinez’ resignation is solely due to his personal desire to pursue a new opportunity that is more closely aligned with his industry background and experience and not due to any disagreement with the Company on any matter relating to the Company’s operations, policies, or practices. Mr. Martinez will continue in his current role until his departure. The Company has initiated a search for a replacement.

2

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.

						Maximus, Inc.
						(Registrant)
Date: December 18, 2025						/s/ John T. Martinez
						John T. Martinez
						Chief Legal Officer and Secretary

3

FAQ

What executive change did Maximus (MMS) announce in this disclosure?

Maximus announced that Chief Legal Officer and Corporate Secretary John T. Martinez has notified the company of his intention to resign from his roles.

When will John T. Martinez’s resignation from Maximus (MMS) become effective?

John T. Martinez’s resignation is stated to be effective on February 15, 2026, following notice given on December 15, 2025.

Why is Maximus executive John T. Martinez resigning from his position?

The company states that Martinez is resigning solely due to his personal desire to pursue a new opportunity more closely aligned with his industry background and experience.

Did John T. Martinez have any disagreements with Maximus (MMS) related to his resignation?

Maximus states that his resignation is not due to any disagreement with the company regarding its operations, policies, or practices.

Will John T. Martinez stay at Maximus (MMS) during the transition period?

Yes. The disclosure states that Martinez will continue in his current role as Chief Legal Officer and Corporate Secretary until his departure on February 15, 2026.

How is Maximus (MMS) responding to the resignation of its Chief Legal Officer?

The company reports that it has initiated a search for a replacement for John T. Martinez as Chief Legal Officer and Corporate Secretary.