Pediatrix Medical Group Inc.

06/03/2026 | Press release | Distributed by Public on 06/03/2026 15:00

Statement of Changes in Beneficial Ownership (Form 4)

FORM 4
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 that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
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
OMB APPROVAL
OMB Number: 3235-0287
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(Print or Type Responses)
1. Name and Address of Reporting Person *
ORDAN MARK S
2. Issuer Name and Ticker or Trading Symbol
Pediatrix Medical Group, Inc. [MD]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
1301 CONCORD TERRACE
3. Date of Earliest Transaction (Month/Day/Year)
06/01/2026
(Street)
SUNRISE, FL 33323
4. If Amendment, Date 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
(City) (State) (Zip)
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 06/01/2026 A(1) 127,198 A $ 0 430,003 D
Common Stock 06/01/2026 F(2) 19,119 D $21.54 410,884 D
Common Stock 06/02/2026 D(3) 97,174 D $ 0 313,710 D
Common Stock 06/02/2026 A(3) 97,174 A $ 0 410,884 D
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)
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 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ORDAN MARK S
1301 CONCORD TERRACE
SUNRISE, FL 33323
X Chief Executive Officer

Signatures

/s/ Mary Ann E. Moore, Attorney-in-Fact 06/03/2026
**Signature of Reporting Person Date

Explanation of Responses:

* 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) Restricted shares granted pursuant to the Issuer's Second Amended and Restated 2008 Incentive Compensation Plan (the "Plan"), in connection with an annual equity award. Twenty-five percent (25%) of the restricted shares will vest on June 1, 2027, twenty-five percent (25%) of the restricted shares will vest on June 1, 2028 and fifty percent (50%) of the restricted shares will vest on June 1, 2029, subject to the terms of the Plan.
(2) Represents 19,119 restricted shares withheld for payment of taxes upon vesting of shares.
(3) The Reporting Person filed a Form 4 on June 3, 2025, reporting an annual equity award of 194,347 restricted shares granted on June 1, 2025 pursuant to the Issuer's Amended and Restated 2008 Incentive Compensation Plan (as further amended and restated on May 7, 2026, the "Plan"), which award, as originally reported, vested as to twenty-five percent (25%) on June 1, 2026, with the remaining portion scheduled to vest twenty-five percent (25%) on June 1, 2027 and fifty percent (50%) on June 1, 2028, in each case subject to the terms of the Plan. Due to the annual award limitations of the Plan, the award was revised so that the remaining fifty percent (50%) of the award that was scheduled to vest on June 1, 2028 was re-granted on June 2, 2026, which portion will still vest on June 1, 2028 in accordance with the original terms of the award, subject to the terms of the Plan and the underlying award agreement.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.
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