[8-K] MOLINA HEALTHCARE, INC. Reports Material Event

Rhea-AI Filing Summary

Molina Healthcare, Inc. has priced $850 million of 6.500% senior notes due 2031 in a private offering to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S. These notes are senior unsecured debt obligations of the company and are being sold in a transaction exempt from registration under the Securities Act, meaning they cannot be freely offered or sold in the United States without registration or an applicable exemption. The offering is expected to close on or about November 20, 2025, subject to customary closing conditions, and the company has issued a press release describing the pricing terms.

Insights

Credit and capital-structure analyst

Molina adds $850M of 6.5% 2031 senior notes via private deal.

Molina Healthcare has priced $850 million in 6.500% senior notes due 2031, issued as senior unsecured debt. The transaction is structured as a private offering to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S, so the notes are not registered under the Securities Act. The filing highlights that the deal is subject to customary closing conditions and is expected to close on or about November 20, 2025.

This new issuance locks in a fixed 6.500% coupon, which sets a clear cash interest cost on the added debt. The filing does not describe how the proceeds will be used, how this affects leverage, or whether any existing obligations will be refinanced, so the broader balance-sheet impact cannot be fully assessed from this disclosure alone.

Because the notes are offered privately and are not registered, secondary trading will primarily involve institutional markets. Future company filings may provide additional detail on the use of proceeds, changes in total debt outstanding, and any related covenant package, which will help clarify long-term implications for credit quality.

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K 

Current Report

Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 17, 2025

MOLINA HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

Delaware	001-31719	13-4204626
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

200 Oceangate, Suite 100,	Long Beach,	California	90802
(Address of principal executive offices)			(Zip Code)

Registrant’s telephone number, including area code: (562) 435-3666

N/A

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

☐ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.001 Par Value	MOH	New York Stock Exchange

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company  ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.

 ☐

Item 7.01. Regulation FD Disclosure.

On November 17, 2025, Molina Healthcare, Inc., a Delaware corporation (the “Company”), announced that it had priced $850 million aggregate principal amount of the Company’s 6.500% senior notes due 2031 (the “Notes”), in a private offering to individuals reasonably believed to be “qualified institutional buyers” pursuant to Rule 144A under the Securities Act of 1933, as amended (the “Securities Act”), and to certain non-U.S. persons outside the United States in reliance on Regulation S under the Securities Act. The offering is expected to close on or about November 20, 2025, subject to the satisfaction of customary closing conditions. This Current Report on Form 8-K, including the information contained in Exhibit 99.1, does not constitute an offer to sell or the solicitation of an offer to buy the Notes or any other securities and shall not constitute an offer, solicitation or sale of any security in any jurisdiction in which such offering, solicitation or sale would be unlawful. The Notes have not been and will not be registered under the Securities Act or the securities laws of any other jurisdiction, and may not be offered or sold absent registration or an applicable exemption from the registration requirements of the Securities Act or the securities laws of any other jurisdiction.

On November 17, 2025, the Company issued a press release announcing the pricing of the Notes. A copy of the press release is being filed as Exhibit 99.1 to this Current Report on Form 8-K. 

Note: The information in this Form 8-K and the exhibit attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
99.1	Press release of Molina Healthcare, Inc. issued November 17, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		MOLINA HEALTHCARE, INC.
Date: November 17, 2025	By:	/s/ Jeff Barlow
		Jeff Barlow Chief Legal Officer and Secretary

FAQ

What did Molina Healthcare (MOH) announce in this Form 8-K?

Molina Healthcare announced that it has priced $850 million aggregate principal amount of its 6.500% senior notes due 2031 in a private offering to institutional and certain non-U.S. investors.

What are the key terms of Molina Healthcaree28099s new senior notes due 2031?

The new notes are senior unsecured obligations with an aggregate principal amount of $850 million, carrying a 6.500% interest rate and maturing in 2031.

Who can purchase Molina Healthcare (MOH) 6.500% senior notes in this offering?

The notes are being sold privately to investors reasonably believed to be qualified institutional buyers under Rule 144A and to certain non-U.S. persons outside the United States under Regulation S.

Are Molina Healthcaree28099s new 6.500% senior notes registered with the SEC?

No. The notes have not been and will not be registered under the Securities Act or other securities laws and may only be offered or sold under an applicable registration or exemption.

When is the closing of Molina Healthcaree28099s $850 million senior notes offering expected?

The offering is expected to close on or about November 20, 2025, subject to the satisfaction of customary closing conditions.

Did Molina Healthcare issue a press release about the $850 million notes offering?

Yes. Molina Healthcare issued a press release on November 17, 2025 announcing the pricing of the notes, which is included as Exhibit 99.1.