MMS Form 4: Director Records Dividend Reinvestment and RSU Dividend Equivalents

Rhea-AI Filing Summary

MAXIMUS, Inc. (MMS) insider report for Rajan Gayathri: The company filed a Form 4 showing the director acquired additional common stock through dividend reinvestment and accrued dividend-equivalent rights tied to previously awarded restricted stock units. On 08/29/2025, 41.452 shares were purchased at $87.576 via dividend reinvestment, bringing total beneficial ownership to 14,338.124 shares. On 08/31/2025, 7.493 shares were recorded as dividend equivalent rights with a $0 price, bringing total to 14,345.617 shares. The Form 4 was signed by an attorney-in-fact on behalf of Rajan Gayathri.

Positive

• Director increased holdings through dividend reinvestment, modestly aligning interests with shareholders
• Clear disclosure of transaction types and amounts, including explanation that dividend equivalents vest with RSUs

Negative

• None.

Insights

Financial Analyst

TL;DR: Routine insider share increase from dividend reinvestment and RSU dividend equivalents; immaterial to valuation.

The Form 4 documents small, non-cash increases in a director's stake: a dividend reinvestment purchase of 41.452 shares at $87.576 and 7.493 dividend-equivalent RSU units recorded at $0. These transactions reflect standard equity compensation mechanics and dividend reinvestment activity rather than open-market buying or strategic insider accumulation. The aggregate change (approximately 48.945 shares) is minor relative to typical public-company float sizes and does not indicate a material shift in insider conviction or control.

Corporate Governance Expert

TL;DR: Disclosure complies with Section 16 reporting; transactions are routine and tied to compensation/dividends.

The filing identifies the reporting person as a director and discloses acquisitions via dividend reinvestment and dividend-equivalent rights on RSUs, with a clear explanation of each code. The Form 4 was executed by an attorney-in-fact and properly reports post-transaction beneficial ownership. There are no sales, option exercises, or unusual derivative transactions reported that would raise governance or insider-trading governance concerns.

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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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^*

RAJAN GAYATHRI

(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		41.452(1)	A	$87.576	14,338.124	D
Common Stock	08/31/2025		A		7.493(2)	A	$0	14,345.617	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: Gayathri Rajan	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

Who filed the Form 4 for MAXIMUS (MMS)?

Rajan Gayathri, a director of MAXIMUS, with the form signed by an attorney-in-fact on her behalf.

What transactions were reported on the Form 4 for MMS?

Two acquisitions: 41.452 shares purchased via dividend reinvestment on 08/29/2025 at $87.576 and 7.493 dividend-equivalent RSU units recorded on 08/31/2025 at $0.

How many shares does Rajan Gayathri beneficially own after these transactions?

14,345.617 shares total beneficial ownership following the reported transactions.

Were any shares disposed of or sold by the reporting person?

No disposals or sales are reported; both entries are acquisitions (one paid via reinvestment, one at $0 as dividend equivalent).

What is the stated reason for the $0-priced entry on 08/31/2025?

Dividend equivalent rights accrued on previously awarded restricted stock units and vest proportionately with those RSUs.