Molina Healthcare corrects CEO tax-share withholding

Available on EDGAR 11/13/2026 - 05:39 PM EST Accepted by SEC EDGAR 11/13/2026 - 05:39 PM EST Learn about SEC filing dates

Rhea-AI Filing Summary

Molina Healthcare, Inc. (MOH) reports that President & CEO Joseph M. Zubretsky received a 16,735-share restricted-stock grant under its 2019 Equity Incentive Plan on March 1, 2024, and 10,639 shares were withheld for tax liability. The amendment says the original Form 4 overstated the tax-withholding share amount by 16,735 shares. It reports corrected holdings of 366,687 shares as of March 1, 2024, and total holdings of 373,465 shares as of March 1, 2026, including 274,450 held indirectly and 99,015 held directly.

Insider Trade Summary

2 transactions reported

Mixed 2 txns

Insider Zubretsky Joseph M

Role President & CEO

Type	Security	Shares	Price	Value
Tax Withholding	Common Stock F1	10,639	$387.21	$4.12M
Grant/Award	Common Stock F2, F1	16,735	$387.21	$6.48M

Holdings After Transaction: Common Stock — 366,687 shares (Direct)

Holdings Before and After: Common Stock, 360,591 to 366,687 shares (Direct)

Footnotes (2)

1. F1. The original Form 4 filed on March 5, 2024 is being amended by this Form 4/A to correct an inadvertently overstated share amount for tax withholding. Because the shares withheld for taxes was overstated by 16,735 shares, the shareholdings of the Reporting Person as of March 1, 2024 was understated by the same amount of 16,735 shares. The accurate shareholdings of the Reporting Person as of March 1, 2024 was actually 366,687 shares as reflected on item 5 of this form. This 16,735 shares increase in the Reporting Person's shareholdings results in the Reporting Person's accurate total holdings as of March 1, 2026 of 373,465 shares, consisting of 274,450 shares held indirectly and 99,015 shares held directly.
2. F2. Grant of restricted stock under the Issuer's 2019 Equity Incentive Plan.

Key Figures

Restricted-stock grant: 16,735 shares Shares withheld for tax liability: 10,639 shares Reported transaction price: $387.21 per share +4 more

7 metrics

Restricted-stock grant 16,735 shares Granted to Joseph M. Zubretsky on March 1, 2024.

Shares withheld for tax liability 10,639 shares Reported for March 1, 2024.

Reported transaction price $387.21 per share Price reported for the March 1, 2024 grant and withholding rows.

Corrected holdings 366,687 shares As of March 1, 2024.

Total holdings 373,465 shares As of March 1, 2026.

Indirect holdings 274,450 shares Component of total holdings as of March 1, 2026.

Direct holdings 99,015 shares Component of total holdings as of March 1, 2026.

Key Terms

restricted stock, tax liability

2 terms

restricted stock technical

"Grant of restricted stock under the Issuer's 2019 Equity Incentive Plan."

Shares granted to an individual that carry limits on transfer or sale until certain conditions are met, such as staying with the company for a set time or hitting performance targets. Think of them as a locked gift that gradually opens; for investors they matter because they affect how many shares may enter the market later, signal management incentives and potential dilution, and reveal confidence in future company performance.

tax liability financial

"Payment of tax liability by delivering or withholding securities"

FAQ

AI-generated questions and answers. How Rhea-AI works. Not financial advice.

What transactions did MOH CEO Joseph M. Zubretsky report on March 1, 2024?

President & CEO Joseph M. Zubretsky received a 16,735-share restricted-stock grant under Molina Healthcare's 2019 Equity Incentive Plan, and 10,639 shares were withheld for tax liability. Both transaction rows report a price of $387.21 per share.

What holdings did MOH CEO Joseph M. Zubretsky report in the amendment?

The amendment states that his corrected holdings were 366,687 shares as of March 1, 2024. It also reports total holdings of 373,465 shares as of March 1, 2026, comprising 274,450 shares held indirectly and 99,015 held directly.

AI-generated analysis. How Rhea-AI works. Not financial advice.

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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
Estimated average burden
hours per response:			0.5

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^*

Zubretsky Joseph M

(Last) (First) (Middle)

2180 HARVARD STREET

SUITE 400

(Street)

SACRAMENTO CALIFORNIA 95815

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
MOLINA HEALTHCARE, INC. [ MOH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	President & CEO

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2024

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/05/2024

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	03/01/2024		F		10,639(1)	D	$387.21	349,952(1)	D
Common Stock	03/01/2024		A		16,735(2)	A	$387.21	366,687(1)	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. The original Form 4 filed on March 5, 2024 is being amended by this Form 4/A to correct an inadvertently overstated share amount for tax withholding. Because the shares withheld for taxes was overstated by 16,735 shares, the shareholdings of the Reporting Person as of March 1, 2024 was understated by the same amount of 16,735 shares. The accurate shareholdings of the Reporting Person as of March 1, 2024 was actually 366,687 shares as reflected on item 5 of this form. This 16,735 shares increase in the Reporting Person's shareholdings results in the Reporting Person's accurate total holdings as of March 1, 2026 of 373,465 shares, consisting of 274,450 shares held indirectly and 99,015 shares held directly.

2. Grant of restricted stock under the Issuer's 2019 Equity Incentive Plan.

Remarks:

	Jeff D. Barlow, by power of attorney for Joseph M. Zubretsky	11/13/2026
	** 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.
* Form 4: SEC 1474 (03-26)