MMS Insider John Martinez Adds 144.404 Shares Through Dividend Equivalents

Rhea-AI Filing Summary

John T. Martinez, Chief Legal Officer of MAXIMUS, Inc. (MMS), reported a transaction dated 08/31/2025 on Form 4 showing the acquisition of 144.404 shares of common stock through dividend equivalent rights that accrued on previously awarded restricted stock units (RSUs) and certain performance share units (PSUs). The dividend equivalents vest proportionately with the underlying RSUs/PSUs and each right is economically equivalent to one share. The report lists 33,642.02 shares of common stock beneficially owned following the transaction and indicates the acquisition price as $0, reflecting in-kind dividend equivalence rather than a market purchase.

Positive

• Insider holdings increased by 144.404 shares via dividend equivalents, showing continued equity alignment with management
• Transaction is non-cash (price reported as $0), reflecting standard compensation mechanics rather than market trading

Negative

• None.

Insights

Corporate Governance Expert

TL;DR: Routine insider receipt of dividend-equivalent shares from existing equity awards; governance implications are standard, not material.

The filing documents an accrual and vesting of dividend-equivalent rights tied to previously granted RSUs and PSUs rather than a cash purchase or sale. Such accruals are common in executive compensation and do not indicate a change in board composition, compensation policy, or extraordinary corporate action. The reported post-transaction beneficial ownership of 33,642.02 shares should be monitored only insofar as it relates to outstanding equity incentives and potential dilution metrics disclosed elsewhere.

Securities Analyst

TL;DR: Non-cash equity accrual increased insider holdings by 144.404 shares; this is a routine, non-market transaction.

The transaction code and explanation identify the acquisition as dividend equivalent rights that vest with RSUs/PSUs and carry an economic value equal to common shares. The reported price of $0 confirms these were not purchased on the open market. From a trading-impact perspective, the issuance is small relative to typical institutional float and is unlikely to affect short-term share supply or liquidity.

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^*

Martinez John Thomas

(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)

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Legal Officer

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		114.404		(1)	(1)	Common Stock	144.404	$0	33,642.02	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	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 John T. Martinez report on Form 4 for MAXIMUS (MMS)?

He reported the acquisition of 144.404 shares on 08/31/2025 via dividend equivalent rights tied to RSUs/PSUs.

How many shares does John T. Martinez beneficially own after the transaction?

The Form 4 lists 33,642.02 shares of common stock beneficially owned following the reported transaction.

Was the acquisition a market purchase or cash transaction?

No. The reported price is $0, indicating these were dividend equivalent rights credited, not a market purchase.

What are dividend equivalent rights as described in the filing?

The filing states each dividend equivalent right is the economic equivalent of one share and accrues on RSUs and certain PSUs, vesting proportionately.

When was the Form 4 signed by the reporting person?

The Form 4 is signed by /s/ John T Martinez with a signature date of 09/03/2025.