Molina Healthcare (MOH) CEO reports new 66,417-share grant and tax withholding

Rhea-AI Filing Summary

Molina Healthcare President & CEO Joseph M. Zubretsky reported equity compensation transactions in company common stock. On March 1, 2026, 8,597 shares were disposed of at $154.05 per share to cover withholding taxes tied to the vesting of 20,623 shares of previously granted stock.

On the same date, he received a grant of 66,417 restricted shares at a reference price of $145.75, determined using the volume-weighted average price over the ten trading days before March 1, 2026, under the 2025 Equity Incentive Plan. These 66,417 shares are scheduled to vest in three equal installments on March 1, 2027, March 1, 2028, and March 1, 2029, with additional tranches of 13,075 shares vesting on March 1, 2027 and 7,497 shares on March 1, 2028.

After these transactions, he directly owned 99,015 shares and indirectly held 257,715 shares through the Joseph M. Zubretsky Revocable Trust, where he serves as sole trustee.

Insights

Equity Compensation Analyst

Routine CEO equity grant offset partly by tax withholding shares.

The reporting shows a typical combination of equity vesting, tax withholding, and a new restricted stock grant for Molina Healthcare's President & CEO. A tax-withholding disposition of 8,597 shares at $154.05 was used to satisfy obligations arising from vesting of 20,623 shares.

The grant of 66,417 restricted shares at a reference price of $145.75 under the 2025 Equity Incentive Plan adds to long-term incentive alignment, with vesting spread across 2027, 2028, and 2029. Additional vesting tranches of 13,075 and 7,497 shares in 2027 and 2028 structure retention over multiple years.

Post-transaction holdings of 99,015 directly owned shares and 257,715 shares in a revocable trust, where he is sole trustee, indicate substantial ongoing exposure to the stock. These appear to be standard compensation-related transactions rather than discretionary market buys or sales.

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 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)

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

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		8,597(1)	D	$154.05(2)	32,598	D
Common Stock	03/01/2026		A		66,417(3)	A	$145.75(4)	99,015(5)	D
Common Stock								257,715	I	Held by Trust(6)

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 20,623 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 66,417 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: 13,075 shares on March 1, 2027; and 7,497 shares on March 1, 2028. The remaining shares are vested.

6. Shares are held by Joseph M. Zubretsky Revocable Trust, of which Joseph M. Zubretsky is the sole trustee.

Remarks:

	Jeff D. Barlow, by power of attorney for Joseph M. Zubretsky	03/02/2026
	** 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.

FAQ

What insider transactions did MOH CEO Joseph Zubretsky report on March 1, 2026?

He reported a tax-withholding disposition of 8,597 Molina Healthcare shares and a grant of 66,417 restricted shares. The disposition covered taxes from vesting of 20,623 shares, while the new grant was issued under the company’s 2025 Equity Incentive Plan with multi-year vesting.

Was the MOH CEO’s share disposal an open market sale?

No, the 8,597-share disposal was for tax withholding related to vesting of previously granted stock. Shares were applied to satisfy withholding taxes, not sold as a discretionary open market transaction, and were priced at the closing price of $154.05 per share.

What are the terms of Joseph Zubretsky’s new Molina Healthcare restricted stock grant?

He received 66,417 restricted shares at a reference price of $145.75 per share. These shares vest in one-third increments on March 1 of 2027, 2028, and 2029, with additional tranches of 13,075 shares in 2027 and 7,497 shares in 2028 vesting separately.

How many Molina Healthcare shares does the CEO hold after these Form 4 transactions?

Following the reported activity, he directly owned 99,015 Molina Healthcare common shares. In addition, 257,715 shares were held indirectly through the Joseph M. Zubretsky Revocable Trust, for which he serves as sole trustee with authority over those shares.

How was the reference price for the MOH CEO’s restricted stock grant determined?

The reference price of $145.75 per share reflects the volume-weighted average price of Molina Healthcare stock. It was calculated over the ten trading days immediately preceding the March 1, 2026 grant date, as described in the accompanying footnote to the grant.

What future vesting schedule does the MOH CEO have from current equity awards?

The 66,417 new restricted shares vest in three equal annual installments on March 1 of 2027, 2028, and 2029. Additional shares are scheduled to vest as 13,075 shares on March 1, 2027 and 7,497 shares on March 1, 2028, with remaining prior awards already vested.