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

Rhea-AI Filing Summary

Molina Healthcare, Inc. has completed a private offering of $850.0 million aggregate principal amount of 6.500% Senior Notes due 2031. These senior unsecured notes pay interest semi-annually on February 15 and August 15, starting August 15, 2026, and mature on February 15, 2031. The notes rank equally with Molina’s other senior unsecured debt, are subordinated to secured debt with respect to collateral, and are structurally subordinated to liabilities of its subsidiaries.

The notes are redeemable on and after December 15, 2027 at specified prices, and may be redeemed earlier with a make-whole premium. Holders receive a repurchase right upon a defined change of control. The notes were issued in a private offering without registration rights. Molina also entered into a new revolving credit agreement with Truist Bank and lenders, replacing its prior credit agreement with substantially similar terms but certain covenants amended in a manner favorable to the company.

Insights

Credit & capital structure analyst

Molina adds $850M fixed-rate notes and refreshes its revolver on favorable terms.

Molina Healthcare issued $850.0 million of 6.500% Senior Notes due 2031, locking in long-term funding at a fixed rate. The notes are senior unsecured, pari passu with existing senior debt and structurally subordinated to subsidiary liabilities, which is typical for a holding-company structure.

The notes include optional redemption starting on December 15, 2027 and a make-whole call before that date, giving the company flexibility if interest rates or funding needs change. A change-of-control put gives noteholders a defined exit if ownership shifts, aligning with customary high-grade documentation.

Molina also replaced its prior revolving credit agreement with a new facility where covenants are described as amended "in a manner favorable" to the company. That suggests incremental flexibility around balance-sheet or operating metrics, while maintaining access to committed bank liquidity alongside the new long-term notes.

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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 20, 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 1.01. Entry into a Material Definitive Agreement.

6.500% Senior Notes due 2031

On November 20, 2025 (the “Settlement Date”), Molina Healthcare, Inc., a Delaware corporation (the “Company”), completed the private offering of $850.0 million aggregate principal amount of the Company’s 6.500% Senior Notes due 2031 (the “Notes”) pursuant to an indenture, dated as of the Settlement Date, by and between the Company and U.S. Bank Trust Company, National Association, as trustee, attached as Exhibit 4.1 to this Current Report on Form 8-K (the “Indenture”).

The following is a brief description of the terms of the Notes and the Indenture.

Interest and Maturity

The Notes bear interest at the rate of 6.500% per year. Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2026. Interest accrues from the Settlement Date. The Notes will mature on February 15, 2031.

Ranking

The Notes are senior unsecured obligations of the Company and rank pari passu in right of payment with all existing and future senior debt and senior to all existing and future subordinated debt of the Company. The Notes are effectively subordinated to all existing and future secured debt of the Company to the extent of the value of the assets securing such debt. In addition, the Notes are structurally subordinated to all indebtedness and other liabilities, including trade payables, of the Company’s subsidiaries.

Optional Redemption

The Notes are redeemable on and after December 15, 2027, at the redemption prices specified in the Indenture plus accrued and unpaid interest, if any, to, but not including, the redemption date. The Company may also redeem some or all of the Notes prior to December 15, 2027 at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus an applicable “make-whole premium”.

In connection with any tender offer, other offer to purchase or exchange offer for all or any of the Notes (including a change of control offer, an alternate offer or an asset sale offer), if holders of no less than 90% of the aggregate principal amount of the Notes validly tender their Notes, the Company, or any third party making such offer in lieu of the Company, are entitled to redeem any remaining Notes at (i) in the case of a tender offer or other offer to purchase, the price offered to each holder or (ii) in the case of an exchange offer, for the same consideration provided in such exchange offer.

Repurchase at the Option of the Holders upon a Change of Control

Upon the occurrence of a Change of Control (as defined in the Indenture), unless the Company has exercised its right to redeem all of the Notes as described under “Optional Redemption” above, each holder of the Notes will have the right to require the Company to repurchase all or any part of such holder’s Notes at a purchase price calculated as provided in the Indenture plus accrued and unpaid interest, to, but not including, the repurchase date (subject to the right of holders of record on the relevant record date to receive interest due on the relevant interest payment date).

No Registration Rights

The Company will not be required to, nor does it intend to, register the Notes for resale under the Securities Act of 1933, as amended, or the securities laws of any other jurisdiction.

Events of Default

The Indenture provides for customary events of default, including cross acceleration to certain other indebtedness of the Company.

The foregoing description of the Indenture and the Notes does not purport to be complete and is qualified in its entirety by reference to the Indenture and the form of Note filed as Exhibits 4.1 and 4.2, respectively, to this Current Report on Form 8-K and incorporated herein by reference.

New Revolving Credit Facility

On November 20, 2025, the Company entered into a Credit Agreement (the “New Credit Agreement”) among the Company, as the Borrower, the Lenders (as defined therein), and Truist Bank, as Administrative Agent, Issuing Bank and Swingline Lender. The New Credit Facility replaced the Company’s prior credit agreement dated as of June 8, 2020 (as amended from time to time prior to November 20, 2025, the “Prior Credit Agreement”). The terms of the New Credit Agreement are substantially similar to the terms of the Prior Credit Agreement, except that certain covenants are amended in a manner favorable to the Company.

The foregoing summary of the New Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the New Credit Agreement, a copy of which is being filed as Exhibit 10.1 hereto and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Notes, the Indenture and the New Credit Agreement is incorporated herein by reference into this Item 2.03.

Item 8.01. Other Events.

On the Settlement Date, the Company issued a press release announcing the closing of the offering of the Notes. The full text of the press release is attached as Exhibit 99.1.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

Exhibit No.	Description
4.1	Indenture, dated as of November 20, 2025, by and between Molina Healthcare, Inc. and U.S. Bank Company Trust Company, National Association, as Trustee
4.2	Form of Note (included in Exhibit 4.1)
10.1*	Credit Agreement, dated as of November 20, 2025, by and among Molina Healthcare, Inc., as the Borrower, Truist Bank, As Administrative Agent, Issuing Bank and Swingline Lender, and the Lenders party thereto
99.1	Press release of Molina Healthcare, Inc. issued November 20, 2025
104	Cover Page Interactive Data File (embedded within the Inline XBRL document)

* Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request.

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 20, 2025	By:	/s/ Jeff Barlow
		Jeff Barlow Chief Legal Officer and Secretary

FAQ

What debt transaction did Molina Healthcare (MOH) announce on this Form 8-K?

Molina Healthcare announced it completed a private offering of $850.0 million aggregate principal amount of 6.500% Senior Notes due 2031, issued under a new indenture with U.S. Bank Trust Company, National Association, as trustee.

What are the key terms of Molina Healthcares 6.500% Senior Notes due 2031?

The notes bear interest at 6.500% per year, payable semi-annually on February 15 and August 15, starting August 15, 2026, and mature on February 15, 2031. They are senior unsecured obligations ranking equally with other senior debt and ahead of subordinated debt of Molina Healthcare.

When and how can Molina Healthcare redeem the new senior notes?

The notes are redeemable on and after December 15, 2027 at specified redemption prices plus accrued interest. Before that date, Molina may redeem some or all of the notes at 100% of principal plus accrued interest and an applicable make-whole premium, as defined in the indenture.

Do holders of Molina Healthcares 2031 notes have protection in a change of control?

Yes. Upon a defined Change of Control, unless all notes are first redeemed, each holder has the right to require Molina to repurchase all or part of its notes at a purchase price calculated under the indenture, plus accrued and unpaid interest to the repurchase date.

Will Molina Healthcare register the 6.500% Senior Notes due 2031 for resale?

No. Molina states that it will not be required to, nor does it intend to, register the notes for resale under the Securities Act of 1933 or the securities laws of any other jurisdiction. The offering was conducted on a private basis.

What change did Molina Healthcare make to its revolving credit facility?

On November 20, 2025, Molina entered into a new Credit Agreement with Truist Bank as Administrative Agent, Issuing Bank and Swingline Lender, and other lenders. This New Credit Facility replaced the prior credit agreement dated June 8, 2020, with terms described as substantially similar but with certain covenants amended in a manner favorable to Molina.

Which key documents related to Molina Healthcares new financing are attached as exhibits?

Exhibits include the Indenture dated November 20, 2025 (Exhibit 4.1), the form of Note (Exhibit 4.2), the new Credit Agreement (Exhibit 10.1), and the press release announcing the notes offering (Exhibit 99.1).