MOH secures $500M delayed-draw loan to support repurchase program

Rhea-AI Filing Summary

Molina Healthcare amended its existing credit facility to add a new Delayed Draw A-2 commitment of $500 million, creating a Term Loan A-2 that matures on August 12, 2027. The new tranche carries an applicable margin of 0.50% for base rate loans and 1.50% for SOFR-based loans and is substantially similar in other terms to the prior credit agreement.

The company states it will use the Term Loan A-2 proceeds to partially fund its previously authorized stock repurchase program as a temporary measure because of the timing of subsidiary dividends to the parent later this year. The amendment and related agreement are included as Exhibit 10.1, with certain schedules omitted from the public filing but available to the SEC upon request. This amendment creates a direct financial obligation under the Amended Credit Agreement.

Positive

• $500 million delayed-draw Term Loan A-2 provides immediate liquidity to partially fund the authorized stock repurchase program
• Low margins on the new tranche: 0.50% (base rate) and 1.50% (SOFR-based) which are explicitly stated in the amendment
• Amendment is described as substantially similar to the prior credit agreement, indicating continuity of existing credit terms

Negative

• The company incurred a new direct financial obligation of $500 million, increasing funded debt to support share repurchases
• Use of debt to fund repurchases is expressly described as a temporary measure due to timing of subsidiary dividends, indicating potential short-term liquidity timing risk
• Certain schedules to Exhibit 10.1 were omitted from the public filing and will only be furnished to the SEC upon request

Insights

Financial Analyst

TL;DR Molina added a $500M delayed-draw term loan at low margins to temporarily fund part of its share repurchase program.

The Fourth Amendment establishes a Delayed Draw A-2 commitment of $500 million with a maturity date of August 12, 2027 and margins of 0.50% (base) and 1.50% (SOFR). The company explicitly states proceeds will be used to partially fund a previously authorized stock repurchase program due to timing of subsidiary dividends. This transaction creates a direct financial obligation and leaves the rest of the credit agreement substantially unchanged. The filing also references Exhibit 10.1 with certain schedules omitted from public disclosure but available to the SEC on request.

Corporate Governance Expert

TL;DR Debt is being used as a temporary funding source for buybacks; the amendment preserves prior terms while adding a material commitment.

The Fourth Amendment adds a material, time-limited borrowing option ($500M) to the company’s facility and identifies a specific use: partial funding of a share repurchase program pending subsidiary dividend timing. The amendment is presented as substantially similar to the prior agreement, and the registrant discloses omitted exhibit schedules that can be furnished to the SEC upon request. For governance and disclosure review, this is a clearly described financing action that increases contractual obligations and is documented via Exhibit 10.1.

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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): August 12, 2025

MOLINA HEALTHCARE, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-31719	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

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 Section 13(a) of the Exchange Act.                                                     

☐

Item 1.01. Entry into a Material Definitive Agreement to Partially Fund a Stock Repurchase Program.

On August 12, 2025, Molina Healthcare, Inc. (the “Company”) entered into a Fourth Amendment to its Credit Agreement (the “Amended 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 Amended Credit Agreement amends and restates the Company’s prior Credit Agreement dated as of June 8, 2020 (as amended prior to August 12, 2025, the “Prior Credit Agreement”). The terms of the Amended Credit Agreement are substantially similar to the terms of the Prior Credit Agreement, but with an additional Delayed Draw A-2 Commitment under the Amended Credit Agreement in an aggregate principal amount of $500 million, with a Delayed Draw A-2 Maturity Date of August 12, 2027 (the “Term Loan A-2”). Loans under the Term Loan A-2 are subject to an applicable margin of 0.50% for base rate loans and 1.50% for SOFR-based loans.

The Company intends to use the Term Loan A-2 proceeds to partially fund its previously authorized stock repurchase program as a temporary measure due to the timing of subsidiary dividends to the parent company later this year.

The foregoing description of the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Credit Agreement attached hereto as Exhibit 10.1 and 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 is incorporated herein by reference.

Item 9.01.    Financial Statements and Exhibits.

(d)     Exhibits:

Exhibit No.	Description
10.1*	Fourth Amendment to Credit Agreement, dated as of August 12, 2025, by and among the Company, the Lenders party thereto and Truist Bank, as Administrative Agent, Issuing Bank and Swingline Lender.
104	Cover Page Interactive Data File (embedded within the Inline XBRL document).

* Certain schedules (or similar attachments) to this exhibit have been omitted pursuant to Regulation S-K, Item 601(a)(5). The registrant agrees to furnish a copy of any omitted schedule (or similar attachment) to the Securities and Exchange Commission 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:        August 12, 2025	By:	/s/ Jeff D. Barlow
		Jeff D. Barlow
		Chief Legal Officer and Secretary

FAQ

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

The company entered into a Fourth Amendment adding a $500 million Delayed Draw A-2 Term Loan maturing on August 12, 2027 under its credit agreement.

How will Molina use the proceeds from the Term Loan A-2?

Molina intends to use the Term Loan A-2 proceeds to partially fund its previously authorized stock repurchase program as a temporary measure due to subsidiary dividend timing.

What are the interest margins on the new Term Loan A-2?

Loans under Term Loan A-2 are subject to an applicable margin of 0.50% for base rate loans and 1.50% for SOFR-based loans.

Does the amendment materially change the existing credit agreement terms?

The filing states the terms of the Amended Credit Agreement are substantially similar to the prior credit agreement, with the addition of the Delayed Draw A-2 commitment.

Are there any omitted documents in the filing?

Yes. Certain schedules to Exhibit 10.1 were omitted pursuant to Regulation S-K, Item 601(a)(5), and the registrant will furnish them to the SEC upon request.