Item 1.01. Entry into a Material Definitive Agreement to Partially Fund a Stock Repurchase Program.
On August 12, 2025, Molina Healthcare, Inc. (the "Company") entered into a Fourth Amendment to its Credit Agreement (the "Amended Credit Agreement") among the Company, as the Borrower, the Lenders (as defined therein), and Truist Bank, as Administrative Agent, Issuing Bank and Swingline Lender. The Amended Credit Agreement amends and restates the Company's prior Credit Agreement dated as of June 8, 2020 (as amended prior to August 12, 2025, the "Prior Credit Agreement"). The terms of the Amended Credit Agreement are substantially similar to the terms of the Prior Credit Agreement, but with an additional Delayed Draw A-2 Commitment under the Amended Credit Agreement in an aggregate principal amount of $500 million, with a Delayed Draw A-2 Maturity Date of August 12, 2027 (the "Term Loan A-2"). Loans under the Term Loan A-2 are subject to an applicable margin of 0.50% for base rate loans and 1.50% for SOFR-based loans.
The Company intends to use the Term Loan A-2 proceeds to partially fund its previously authorized stock repurchase program as a temporary measure due to the timing of subsidiary dividends to the parent company later this year.
The foregoing description of the Amended Credit Agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the Amended Credit Agreement attached hereto as Exhibit 10.1 and incorporated herein by reference.
Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.