01/02/2026 | Press release | Distributed by Public on 01/02/2026 15:48
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FORM 4
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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 control number. | SEC 1474 (9-02) | ||
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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
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Bacon Debra 2180 HARVARD STREET, SUITE 400 SACRAMENTO, CA 95815 |
EVP, Medicaid | |||
| Jeff D. Barlow, by power of attorney for Debra Bacon | 01/02/2026 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | The shares were acquired under the Molina Healthcare, Inc. 2019 Employee Stock Purchase Plan (the "ESPP"). |
| (2) | In accordance with the ESPP provisions, the purchase price of $147.51 is 85% of $173.54 which was the closing price of the Issuer's common stock on December 31, 2025, the last trading day of the ESPP offering period. The purchase price is based on the lower market price as of the two following dates: (i) July 1, 2025, the first day of the ESPP offering period, and (ii) December 31, 2025, the last day of the ESPP offering period. |
| (3) | The shares vest as follows: 2,021 shares on March 1, 2026; 529 shares on July 1, 2026; 1,775 shares on March 1, 2027; and 1,018 shares on March 1, 2028. The remaining shares are vested. |