Molina Hlthcare SEC Filings

MOH filed a Form 144 notice covering a planned sale of restricted or control securities. An affiliated holder plans to sell 357 common shares of MOH through Piper Sandler & Co. on the NYSE, with an indicated aggregate market value of $50,536.00. The filing notes that 51,400,000 common shares were outstanding.

The shares to be sold come from equity grant awards, with 189 shares acquired on 01/01/2025 and 168 shares acquired on 04/01/2025, both from the company. By signing, the seller represents they are not aware of any undisclosed material adverse information about MOH’s current or prospective operations and references the possibility of a Rule 10b5-1 trading plan.

Molina Healthcare, Inc. has completed a private offering of $850.0 million aggregate principal amount of 6.500% Senior Notes due 2031. These senior unsecured notes pay interest semi-annually on February 15 and August 15, starting August 15, 2026, and mature on February 15, 2031. The notes rank equally with Molina’s other senior unsecured debt, are subordinated to secured debt with respect to collateral, and are structurally subordinated to liabilities of its subsidiaries.

The notes are redeemable on and after December 15, 2027 at specified prices, and may be redeemed earlier with a make-whole premium. Holders receive a repurchase right upon a defined change of control. The notes were issued in a private offering without registration rights. Molina also entered into a new revolving credit agreement with Truist Bank and lenders, replacing its prior credit agreement with substantially similar terms but certain covenants amended in a manner favorable to the company.

Molina Healthcare, Inc. has priced $850 million of 6.500% senior notes due 2031 in a private offering to qualified institutional buyers under Rule 144A and to certain non-U.S. investors under Regulation S. These notes are senior unsecured debt obligations of the company and are being sold in a transaction exempt from registration under the Securities Act, meaning they cannot be freely offered or sold in the United States without registration or an applicable exemption. The offering is expected to close on or about November 20, 2025, subject to customary closing conditions, and the company has issued a press release describing the pricing terms.

Molina Healthcare, Inc. (MOH) reported that it intends to privately offer $750 million of senior notes due 2031, with net proceeds expected to repay outstanding delayed draw term loans under its existing credit facility. After repayment, the company plans to terminate that facility and enter into a fully committed new revolving credit facility that will be undrawn at closing and available for general corporate purposes. Molina noted it currently has no borrowings under the existing facility and has sufficient cash on its balance sheet. To support potential note investors, Molina shared non-GAAP performance data, including EBITDA rising from $1,349 million in 2022 to $1,893 million in 2024 and Adjusted EBITDA increasing from $1,709 million in 2022 to $2,091 million in 2024, with intermediate periods also provided.

Molina Healthcare (MOH)Molina Healthcare of Florida a contract to provide Statewide Medicaid Managed Care (SMMC) and Children’s Health Insurance Program (CHIP) services to enrollees of the Title XIX and Title XXI Children’s Medical Services (CMS) Program. The company furnished a press release as Exhibit 99.1.

T. Rowe Price Associates, Inc. filed a Schedule 13G reporting beneficial ownership of 3,509,476 shares of Molina Healthcare, Inc. common stock, equal to 6.5% of the class as of 09/30/2025.

The firm reports sole voting power over 3,444,520 shares and sole dispositive power over 3,507,472 shares, with no shared voting or dispositive power. Filed in its capacity as an investment adviser, the statement affirms the holdings were acquired and are held in the ordinary course and not for changing or influencing control.

Molina Healthcare (MOH): AQR Capital Management, LLC and AQR Capital Management Holdings, LLC filed a Schedule 13G reporting beneficial ownership of 2,934,130 shares of Molina Healthcare common stock, representing 5.41% of the class as of the event date 09/30/2025.

The filing shows shared voting power over 2,934,130 shares and shared dispositive power over 2,934,130 shares, with no sole voting or dispositive power. The certification states the securities were acquired and are held in the ordinary course of business and not for the purpose of changing or influencing control.

Molina Healthcare reported softer profitability on higher revenue in Q3 2025. Total revenue reached $11.48 billion, up from $10.34 billion a year ago, led by premium revenue of $10.84 billion (up 12%). Net income fell to $79 million, or $1.51 per diluted share, from $326 million, or $5.65, as medical costs rose faster than premiums.

Margins compressed as medical costs accelerated. The consolidated medical care ratio was 92.6% versus 89.2% last year, reflecting a challenging cost trend, especially in Marketplace. The G&A ratio was 6.4% versus 6.5%, showing expense discipline. Interest expense rose to $49 million from $29 million alongside higher borrowings.

Balance sheet and capital actions were active. Long‑term debt increased to $3.66 billion from $2.92 billion, including new term loans. Operating cash flow for the first nine months was a use of $237 million. The company completed $1.0 billion of share repurchases year‑to‑date, including approximately 2.85 million shares for $500 million in Q3. Membership was 5.6 million at September 30, 2025. Molina closed the ConnectiCare acquisition for $350 million, adding goodwill and identifiable intangibles.

Molina Healthcare (MOH) filed an 8-K announcing it released its financial results for the third quarter ended September 30, 2025 and updated its full-year 2025 earnings guidance. The company provided these details in a press release attached as Exhibit 99.1.

This is a routine disclosure under Item 2.02, directing readers to the press release for the specific results and guidance figures.