Molina Healthcare (NYSE: MOH) CFO gets 26,073-share award, 2,308 withheld for taxes

Rhea-AI Filing Summary

Molina Healthcare’s Chief Financial Officer Mark Lowell Keim reported equity compensation activity involving the company’s common stock. On March 1, 2026, he received a grant of 26,073 restricted shares under the 2025 Equity Incentive Plan at a reference price of $145.75 per share, based on a 10‑day VWAP. On the same date, 2,308 shares valued at $154.05 per share were withheld to cover taxes tied to the vesting of 6,563 shares, rather than sold on the open market. After these transactions, he directly held 83,251 shares of Molina Healthcare common stock. The new grant vests in one‑third increments on March 1, 2027, March 1, 2028, and March 1, 2029, with additional scheduled vesting of 4,613 shares on March 1, 2027 and 2,892 shares on March 1, 2028.

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

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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^*

Keim Mark Lowell

(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 Financial 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		F		2,308(1)	D	$154.05(2)	57,178	D
Common Stock	03/01/2026		A		26,073(3)	A	$145.75(4)	83,251(5)	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 shares were applied to the payment of withholding taxes arising in connection with the vesting of 6,563 shares on March 1, 2026.

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

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

4. 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.

5. The shares shall vest as follows: The 26,073 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: 4,613 shares on March 1, 2027; and 2,892 shares on March 1, 2028. The remaining shares are vested.

Remarks:

	Jeff D. Barlow, by power of attorney for Mark Lowell Keim	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 did Molina Healthcare (MOH) CFO Mark Lowell Keim report on this Form 4?

The Form 4 reports an equity award and related tax withholding. Mark Lowell Keim received 26,073 restricted shares of Molina Healthcare common stock and had 2,308 shares withheld to cover taxes from previously vesting shares on March 1, 2026.

How many Molina Healthcare (MOH) shares were granted to the CFO and at what price?

The CFO received a grant of 26,073 restricted shares at a reference price of $145.75 per share. The filing states this price reflects the volume-weighted average price over the ten trading days immediately before the March 1, 2026 grant date.

Why were 2,308 Molina Healthcare (MOH) shares disposed of in this filing?

The 2,308 shares were withheld to pay withholding taxes, not sold in an open-market transaction. They relate to the vesting of 6,563 previously granted shares on March 1, 2026, with a valuation based on a $154.05 closing share price.

What is the vesting schedule for the new Molina Healthcare (MOH) restricted stock grant?

The 26,073 newly granted shares vest in three equal installments on March 1, 2027, March 1, 2028, and March 1, 2029. Additional tranches of 4,613 shares and 2,892 shares vest on March 1, 2027 and March 1, 2028, respectively, while remaining shares are already vested.

How many Molina Healthcare (MOH) shares does the CFO hold after these transactions?

After the reported grant and tax-withholding transaction, Mark Lowell Keim directly holds 83,251 shares of Molina Healthcare common stock. This figure reflects his updated direct ownership following the March 1, 2026 equity award and the related share withholding for taxes.

Under which plan were the new Molina Healthcare (MOH) restricted shares granted?

The new restricted shares were granted under Molina Healthcare’s 2025 Equity Incentive Plan. This plan provides equity-based compensation, and in this case it delivered 26,073 restricted shares to the CFO with a multi-year vesting schedule extending through March 1, 2029.