Molina Healthcare (NYSE: MOH) CAO awarded shares; stock withheld for taxes

Rhea-AI Filing Summary

Molina Healthcare Chief Accounting Officer Maurice Hebert reported a mix of stock awards and tax-related share withholdings. On March 1, 2026, he received 650 shares of common stock issued in settlement of performance stock units granted on March 1, 2023, based on three-year average adjusted earnings per share at an 89% vesting level. The company also withheld 229 shares and 272 shares, at a price of $154.05, to cover tax liabilities tied to these vestings. In a separate transaction on the same date, Hebert received a grant of 2,058 restricted shares under the 2025 Equity Incentive Plan at a reference price of $145.75, which will vest in stages through March 1, 2029. After these transactions, he directly owned 11,357 shares of Molina Healthcare common stock.

Insights

Equity compensation analyst

Routine equity awards with tax withholding; no open-market trades.

The transactions for Molina Healthcare Chief Accounting Officer Maurice Hebert reflect standard equity compensation activity. He received 650 shares from performance stock units that vested at an 89% level based on three-year average adjusted earnings per share, plus a new grant of 2,058 restricted shares under the 2025 Equity Incentive Plan.

The Form 4 also shows 229 and 272 shares withheld to satisfy tax obligations on these vestings, using prices tied to recent trading levels and a 10-day volume-weighted average price. These are administrative dispositions rather than open-market selling, and the overall pattern is consistent with normal executive compensation practices.

After these movements, Hebert directly held 11,357 shares of common stock. Future company filings may detail additional vesting events, including scheduled vesting of the newly granted restricted shares and remaining tranches of earlier awards, but this report alone mainly documents ongoing equity program usage.

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

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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^*

HEBERT MAURICE

(Last) (First) (Middle)

2180 HARVARD STREET

SUITE 400

(Street)

SACRAMENTO CA 95815

(City) (State) (Zip)

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

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

	Director		10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Accounting Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/01/2026

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	03/01/2026		A		650(1)	A	$154.05(2)	11,858	D
Common Stock	03/01/2026		F		229(3)	D	$154.05(2)	11,629	D
Common Stock	03/01/2026		F		272(4)	D	$154.05(2)	11,357	D
Common Stock	03/01/2026		A		2,058(5)	A	$145.75(6)	13,415(7)	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. Shares issued in settlement of performance stock units granted on March 1, 2023, based on the Company's achievement of three-year average adjusted earnings per share, at 89% vesting level.

2. Represents the closing price of the Issuer's common stock on February 27, 2026.

3. The shares were applied to payment of withholding taxes in connection with vesting of the above-mentioned performance stock units.

4. The shares were applied to the payment of withholding taxes arising in connection with the vesting of 802 shares on March 1, 2026.

5. Grant of restricted stock under the Issuer's 2025 Equity Incentive Plan.

6. Represents the volume-weighted average price (VWAP) of the Company's common stock for the ten (10) trading dates immediately preceding the March 1, 2026 grant date.

7. The shares shall vest as follows: The 2,058 newly granted shares shall vest in one-third increments on each of March 1, 2027, March 1, 2028, and March 1, 2029. Additional shares shall vest as follows: 559 shares on March 1, 2027; and 300 shares on March 1, 2028. The remaining shares are vested.

Remarks:

	Jeff D. Barlow, by power of attorney for Maurice Hebert	03/02/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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FAQ

What insider transactions did Molina Healthcare (MOH) report for Maurice Hebert?

Molina Healthcare reported that Chief Accounting Officer Maurice Hebert received 650 shares from vested performance stock units and a separate grant of 2,058 restricted shares. The filing also shows share withholdings for taxes, with Hebert ending at 11,357 directly owned common shares.

Were Maurice Hebert’s Molina Healthcare (MOH) transactions open-market buys or sells?

The reported transactions were not open-market buys or sells. They consist of stock issued from vested performance stock units, a new restricted stock grant, and shares withheld to cover tax liabilities. This pattern reflects routine executive equity compensation activity rather than discretionary trading.

What performance condition triggered Maurice Hebert’s 650-share award at Molina Healthcare (MOH)?

The 650 shares were issued upon settlement of performance stock units granted on March 1, 2023. Vesting was based on Molina Healthcare’s three-year average adjusted earnings per share, achieved at an 89% vesting level, which determined how many shares were ultimately delivered.

How many restricted shares did Maurice Hebert receive under Molina Healthcare’s 2025 Equity Incentive Plan?

Maurice Hebert received 2,058 restricted shares of Molina Healthcare common stock under the 2025 Equity Incentive Plan. The reference price for this grant was $145.75 per share, based on a 10-day volume-weighted average price immediately before the March 1, 2026 grant date.

What is the vesting schedule for Maurice Hebert’s new Molina Healthcare restricted stock grant?

The 2,058 newly granted restricted shares vest in three equal installments on March 1, 2027, March 1, 2028, and March 1, 2029. Additional tranches include 559 shares vesting on March 1, 2027 and 300 shares on March 1, 2028, while the remaining shares are already vested.

Why were some Molina Healthcare (MOH) shares disposed of in Maurice Hebert’s Form 4?

The filing shows 229 and 272 shares treated as dispositions, but these were withheld by Molina Healthcare to pay withholding taxes on vesting stock awards. This kind of tax-related share withholding is common in equity compensation programs and differs from voluntary market sales.