MMS insider filing: John Haley reports 102.761 dividend-equivalent units

Rhea-AI Filing Summary

Insider transaction at MAXIMUS, Inc. (MMS): On 08/31/2025 John J. Haley, a company director, reported the acquisition of 102.761 dividend-equivalent rights related to previously awarded restricted stock units, recorded at a $0 price. Following this transaction Mr. Haley is shown as beneficially owning 39,867.345 shares directly and 71,132 shares indirectly through the John J. Haley Grantor Retained Annuity Trust Seven and 32,764 shares indirectly through the John J. Haley Grantor Retained Annuity Trust Six. The filing was signed by an attorney-in-fact on 09/03/2025.

Insights

Financial Analyst

TL;DR: Routine accrual of dividend-equivalent rights increasing reported beneficial ownership slightly; no cash paid and no exercise of options.

The filing documents a non-derivative acquisition of 102.761 dividend-equivalent units tied to existing RSUs that vest with those awards. The reported acquisition price is $0, indicating these are dividend equivalents rather than a market purchase. Reported beneficial ownership totals are explicitly stated as 39,867.345 shares direct and additional indirect holdings of 71,132 and 32,764 shares via two Grantor Retained Annuity Trusts. For investors this is a routine, non-cash compensation-related increase in economic exposure rather than a market transaction.

Corporate Governance Expert

TL;DR: Disclosure aligns with Section 16 requirements; transaction reflects compensation mechanics rather than executive trading.

The report identifies John J. Haley as a director and shows the transaction type as acquisition of dividend equivalent rights on 08/31/2025, with filing executed by an attorney-in-fact on 09/03/2025. The nature of ownership is clearly split between direct and indirect holdings, with two named Grantor Retained Annuity Trusts holding specified amounts. The submission contains the required signature block and explanatory note linking the items to previously-awarded RSUs.

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

OMB Number:			3235-0287
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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^*

HALEY JOHN J

(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
	Officer (give title below)		Other (specify below)

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
Common Stock	08/31/2025		A		102.761(1)	A	$0	39,867.345	D
Common Stock								71,132	I	By John J. Haley Grantor Retained Annuity Trust Seven
Common Stock								32,764	I	By John J. Haley Grantor Retained Annuity Trust Six

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

Explanation of Responses:

1. Dividend equivalent rights accrued on previously-awarded restricted stock units ("RSU") which vest proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of MAXIMUS common stock.

	/s/ John T Martinez: As Attorney-In-Fact for: John Haley	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 transaction did John J. Haley report on Form 4 for MMS?

The filing reports acquisition of 102.761 dividend-equivalent rights related to previously-awarded RSUs on 08/31/2025 at a reported price of $0.

How many MAXIMUS shares does John J. Haley beneficially own after the reported transaction?

The form reports 39,867.345 shares beneficially owned directly plus indirect holdings of 71,132 and 32,764 shares via two Grantor Retained Annuity Trusts.

What is the nature of the acquired securities in this Form 4?

The acquired items are dividend equivalent rights that vest proportionately with the underlying RSUs and each equals one share of MAXIMUS common stock.

When was the Form 4 signed and by whom?

The signature block shows the form was signed by John T Martinez as attorney-in-fact for John Haley on 09/03/2025.

Does the filing show any cash purchase or exercise price for the reported acquisition?

No. The reported price for the dividend-equivalent rights is $0, indicating no cash paid for the acquisition.