Molina Healthcare (MOH) reports director stock grant under 2025 equity plan

Rhea-AI Filing Summary

Molina Healthcare director Ronna Romney, through the Ronna Romney Revocable Trust, received a grant of 317 shares of common stock on January 1, 2026 under the company’s 2025 Equity Incentive Plan for her services as a director. The quarterly grant amount was based on an equity value of $55,000, using the $173.54 closing price of Molina Healthcare’s common stock on December 31, 2025 because January 1 was a non-trading day.

Following this grant, the trust beneficially owns 17,733 shares of Molina Healthcare common stock. The filing indicates this Form 4 is for a single reporting person and reflects routine, formula-based director compensation rather than an open-market purchase or sale.

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^*

ROMNEY RONNA

(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
	Officer (give title below)		Other (specify below)

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

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	01/01/2026		A(1)		317(2)	A	$173.54(3)	17,733	I	Held by trust(4)

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. Grant of stock under the Issuer's 2025 Equity Incentive Plan in connection with the Reporting Person's services as a Director.

2. The aggregate dollar value of the annual equity award to each director was set at $220,000, with one quarter, or $55,000, to be granted on the first day of each quarter, based on the closing price of the Issuer's common stock on such day. Since the grant date of January 1, 2026, was a non-trading day, the number of shares was calculated based on the closing price of the Issuer's common stock on December 31, 2025, of $173.54. Thus, the grant this quarter for services as a Director is for 317 shares of the Issuer's common stock.

3. Represents the closing price of the Issuer's common stock on December 31, 2025.

4. All shares held by Ronna Romney Revocable Trust.

Remarks:

	Jeff D. Barlow, by power of attorney for Ronna Romney.	01/02/2026
	** 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).
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FAQ

What insider transaction did Molina Healthcare (MOH) report in this Form 4?

The report shows a grant of 317 shares of Molina Healthcare common stock to director Ronna Romney, held through the Ronna Romney Revocable Trust, as part of her director compensation.

What was the value basis and price used for the Molina Healthcare (MOH) director stock grant?

The quarterly equity award was set at $55,000, calculated using the $173.54 closing price of Molina Healthcare common stock on December 31, 2025.

Why was the December 31, 2025 price used for the Molina Healthcare (MOH) grant?

The grant date of January 1, 2026 was a non-trading day, so the number of shares was determined using the December 31, 2025 closing price of $173.54.

How many Molina Healthcare (MOH) shares does the reporting person beneficially own after the transaction?

After the grant, the reporting person beneficially owns 17,733 shares of Molina Healthcare common stock, all held by the Ronna Romney Revocable Trust.

Under what plan was the Molina Healthcare (MOH) director stock granted?

The 317-share grant was made under Molina Healthcare’s 2025 Equity Incentive Plan in connection with the reporting person’s services as a director.

How is Molina Healthcare (MOH) structuring annual equity awards for directors?

The aggregate annual equity award for each director is set at $220,000, with one quarter, or $55,000, granted on the first day of each quarter based on the closing price of the company’s common stock on that day.