MMS Form 4: Director Michael J. Warren Increases Holdings by 52.665 Shares

Rhea-AI Filing Summary

Michael J. Warren, a director of MAXIMUS, Inc. (MMS), reported two non-derivative increases in his direct holdings executed through dividend-related mechanisms. On 08/29/2025 he acquired 14.114 shares via dividend reinvestment at a reported price of $87.575, bringing his direct beneficial ownership to 15,432.321 shares. On 08/31/2025 he received 38.551 shares as dividend equivalent rights tied to previously awarded restricted stock units, increasing his direct holdings to 15,470.872 shares. The Form 4 was signed by an attorney-in-fact on 09/03/2025.

Positive

• Director increased direct ownership via dividend reinvestment and accrued dividend equivalents (total 52.665 shares acquired)
• Transactions disclosed clearly with transaction dates, acquisition types, and resulting ownership totals

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider reinvestment and RSU dividend equivalents modestly increased a director's direct holdings.

The transactions reported are consistent with automated dividend reinvestment and the vesting mechanics of restricted stock units rather than open-market strategic purchases. The 14.114-share reinvestment at $87.575 and the 38.551-share dividend-equivalent accrual increased direct ownership to 15,470.872 shares. For investors, these items signal management alignment through dividend reinvestment but do not, on their face, represent a material shift in ownership or corporate control.

Corporate Governance Expert

TL;DR: Disclosure is timely and shows standard equity compensation and dividend reinvestment activity by a director.

The Form 4 clearly identifies the reporting person as a director and discloses purchases tied to dividend reinvestment and RSU dividend equivalents. The filing is signed by an attorney-in-fact as permitted. These are routine governance events reflecting compensation settlement and shareholder-aligned behavior; no governance concerns or irregularities are apparent from the disclosed entries.

Insider Trade Summary

Net Buyer: 52.665 shares

Net Buy 2 txns

Insider Warren Michael J.

Role Director

Bought 14.114 shs ($1K)

Type	Security	Shares	Price	Value
Grant/Award	Common Stock	38.551	$0.00	$0.00
Purchase	Common Stock	14.114	$87.575	$1K

Holdings After Transaction: Common Stock — 15,470.872 shares (Direct)

Footnotes (2)

1. F1. Shares purchased via dividend reinvestment.
2. F2. 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.

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Form 4 Insider Transactions: What Each Field Means →

Accepted by SEC EDGAR 09/03/2025 - 09:10 PM Learn about SEC filing dates

FAQ

What did MAXIMUS director Michael J. Warren report on Form 4 (MMS)?

He reported two non-derivative acquisitions: 14.114 shares purchased via dividend reinvestment on 08/29/2025 at $87.575 and 38.551 shares received as dividend equivalent rights on 08/31/2025.

How many shares does Michael J. Warren beneficially own after these transactions?

15,470.872 shares directly, per the Form 4 filing.

What are dividend equivalent rights referenced in the filing?

They are the economic equivalent of shares tied to previously awarded restricted stock units that vest proportionally with those RSUs, per the filing explanation.

Was the Form 4 signed by the reporting person?

The form was signed by an attorney-in-fact, John T Martinez, on 09/03/2025, as indicated on the filing.

Did Michael J. Warren make open-market purchases according to the Form 4?

No. The filing shows a purchase via dividend reinvestment and accrual of dividend equivalent rights tied to RSUs, not open-market trades.

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
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^*

Warren Michael 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)
08/29/2025

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	08/29/2025		P		14.114(1)	A	$87.575	15,432.321	D
Common Stock	08/31/2025		A		38.551(2)	A	$0	15,470.872	D

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. Shares purchased via dividend reinvestment.

2. 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: Michael J Warren	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.