Form 4: Bruce Caswell Adds 807.268 Shares to 237,390.466 MMS Holdings

Rhea-AI Filing Summary

Bruce Caswell, CEO & President and a director of MAXIMUS, Inc. (MMS), reported on Form 4 that on 08/31/2025 he acquired 807.268 shares of MAXIMUS common stock as dividend equivalent rights that accrued on previously awarded restricted stock units and certain performance share units. The transaction price is reported as $0. After the transaction, he beneficially owned 237,390.466 shares, held directly. The filing was signed by an attorney-in-fact on 09/03/2025. The form explains each dividend equivalent right is the economic equivalent of one share of MAXIMUS common stock.

Positive

• Receipt of 807.268 shares via dividend equivalent rights is disclosed clearly
• Beneficial ownership updated to 237,390.466 shares and reported as direct ownership
• Explanation provided that dividend equivalents equal one share and vest with RSUs/PSUs

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Director and CEO Bruce Caswell received dividend equivalent shares tied to existing equity awards, increasing his direct holdings.

The Form 4 discloses an 08/31/2025 accrual of 807.268 dividend-equivalent shares that vest with previously granted RSUs and certain PSUs. The filing identifies Mr. Caswell as both a director and as CEO & President and shows 237,390.466 shares beneficially owned following the accrual. This is a routine disclosure of equity-based compensation settlement mechanics rather than an open-market purchase or sale. The report was executed by an attorney-in-fact on 09/03/2025.

Executive Compensation Analyst

TL;DR: The entry reflects dividend equivalent crediting on outstanding RSUs/PSUs, documented as a zero-cost issuance of common shares.

The transaction is described as dividend equivalent rights that vest proportionately with RSUs and with PSUs whose performance criteria were met, producing 807.268 common-stock equivalents recorded at a $0 price. The filing clarifies each dividend equivalent equals one share. The disclosure is consistent with typical equity award settlement processes and reports resulting direct beneficial ownership of 237,390.466 shares.

SEC Form 4

FORM 4

UNITED 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

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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^*

Caswell Bruce

(Last) (First) (Middle)

C/O MAXIMUS INC.

1600 TYSONS BLVD, STE 1400

(Street)

MCLEAN VA 22102

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
MAXIMUS, INC. [ MMS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	CEO & President

3. Date of Earliest Transaction (Month/Day/Year)
08/31/2025

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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)
			Code	V	Amount	(A) or (D)	Price

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Dividend Equivalent Rights	(1)	08/31/2025		A		807.268		(1)	(1)	Common Stock	807.268	$0	237,390.466	D

Explanation of Responses:

1. Dividend equivalent rights accrued on previously-awarded restricted stock units ("RSU") which vest proportionately with RSUs to which they relate and on certain performance share units ("PSUs") where the performance criteria of such PSUs have been met. Each dividend equivalent right is the economic equivalent of one share of Maximus Common stock.

	/s/ John T Martinez: As Attorney-In-Fact for: Bruce Caswell	09/03/2025
	** Signature of Reporting Person	Date
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.

FAQ

What did Bruce Caswell report on the Form 4 for MMS?

He reported the accrual and acquisition of 807.268 dividend-equivalent shares on 08/31/2025, resulting in 237,390.466 shares beneficially owned.

What type of securities were acquired by the reporting person?

The filing states the acquisition consists of dividend equivalent rights that are the economic equivalent of MAXIMUS common stock and relate to RSUs and certain PSUs.

What price was reported for the acquired shares?

The transaction price is reported as $0 for the dividend-equivalent shares.

When was the Form 4 signed and by whom?

The Form 4 was signed by an attorney-in-fact, /s/ John T Martinez, on 09/03/2025.

How is the acquired equity held according to the filing?

The filing indicates the shares are held directly by the reporting person.