Jan Madsen Reports 49.475 RSU Dividend-Equivalent Shares for MAXIMUS (MMS)

Rhea-AI Filing Summary

Jan Madsen, a director of MAXIMUS, Inc. (MMS), received dividend equivalent rights tied to previously awarded restricted stock units that converted into 49.475 shares on 08/31/2025 at no cash cost, increasing his reported beneficial ownership to 18,206.463 shares. The filing identifies the acquisition as dividend equivalents that vest proportionately with the underlying RSUs, rather than a market purchase. The Form 4 was signed on behalf of Madsen by an attorney-in-fact, John T Martinez, on 09/03/2025. This disclosure reflects an insider non-cash award accrual, not a cash transaction or option exercise.

Positive

• Director alignment: Dividend equivalent rights converted into 49.475 shares, modestly increasing the director's beneficial ownership to 18,206.463 shares.

Negative

• None.

Insights

Financial Analyst

TL;DR: Director received 49.475 dividend-equivalent shares; small non-cash increase in insider holdings, immaterial to valuation.

The transaction is an administrative conversion of accrued dividend equivalents on existing RSUs into 49.475 shares, reported as acquired at $0 on 08/31/2025. Such accruals are routine compensation mechanics and do not reflect additional cash outlay or open-market trading by the director. Given the modest size relative to total insider holdings (18,206.463 shares post-transaction), this event is unlikely to move market perceptions or materially affect outstanding share count.

Corporate Governance Expert

TL;DR: Routine vesting-related award disclosure by a director; aligns executive compensation with shareholders but is not material.

The Form 4 documents dividend equivalent rights tied to RSUs vesting proportionately with underlying awards. Reporting the accrual as shares acquired at $0 follows standard disclosure practice for equity-based compensation. The filing was executed via attorney-in-fact, indicating administrative handling. From a governance standpoint, this is normal and maintains alignment between the director and shareholders, without indicating any change in governance policy or compensation structure.

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

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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^*

Madsen Jan

(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		49.475(1)	A	$0	18,206.463	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. 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: Jan Madsen	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 Jan Madsen disclose on the Form 4 for MAXIMUS (MMS)?

The Form 4 reports acquisition of 49.475 shares as dividend equivalents on 08/31/2025, increasing beneficial ownership to 18,206.463 shares.

Was cash paid for the shares reported on the Form 4 (MMS)?

No. The entry shows the shares were acquired at a price of $0, reflecting dividend equivalent rights converted into shares.

What is the nature of the securities acquired by the reporting person?

They are dividend equivalent rights that accrue on previously awarded restricted stock units (RSUs) and vest proportionately with those RSUs.

When was the Form 4 for Jan Madsen signed and by whom?

The Form 4 was signed on behalf of Jan Madsen by attorney-in-fact John T Martinez on 09/03/2025.

Does this Form 4 represent a market purchase or sale?

No. The filing documents an administrative conversion of dividend equivalents to shares, not an open-market purchase or sale.