Form 4: Maximus Director Gayathri Rajan Reports Share Transactions and Agrees to Disgorge Profits Under Section 16(b)

Maximus Director Gayathri Rajan reported recent share sales and purchases, including dividend reinvestments, and voluntarily agreed to disgorge statutory profits under Section 16(b) of the Securities Exchange Act.

Summary

• Director Gayathri Rajan of MAXIMUS, INC. (MMS) reported multiple transactions involving the company's common stock.
• On May 30, 2025, Rajan sold 7,913.479 shares of common stock at a weighted average price of $72.38 per share, with prices ranging from $72.36 to $72.47.
• On the same day, Rajan purchased 82.713 shares of common stock at $72.291 per share through dividend reinvestment.
• On May 31, 2025, Rajan acquired 9.048 shares of common stock at $0.00, representing dividend equivalent rights on previously-awarded restricted stock units (RSUs).
• Following these transactions, the reporting person beneficially owns 14,296.672 shares directly.
• The reporting person has voluntarily agreed to disgorge to MAXIMUS all statutory "profits" pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, resulting from these and other transactions within the past six months.

Sentiment

Score: 4

Explanation: The voluntary disgorgement of statutory profits under Section 16(b) by a director indicates a compliance issue related to short-swing profits, which is a negative event, despite the routine nature of other transactions like dividend reinvestment.

Positives

• Acquisition of 82.713 shares through dividend reinvestment, indicating continued investment.
• Acquisition of 9.048 shares from dividend equivalent rights on RSUs, reflecting prior equity awards.

Negatives

• Sale of 7,913.479 shares by a director, which could be perceived negatively by investors.
• Voluntary agreement to disgorge statutory "profits" under Section 16(b), indicating a potential short-swing profit violation that required remediation.

Risks

• Potential reputational risk for the director and the company due to the Section 16(b) disgorgement, which implies a violation of insider trading rules regarding short-swing profits.

Future Outlook

NA

Management Comments

• "The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $72.36 to $72.47, inclusive."
• "The reporting person will provide full information regarding the number of shares sold at each separate price upon request by the Commission staff, the issuer, or a security holder of the issuer."
• "Shares purchased via dividend reinvestment."
• "Dividend equivalent rights accrued on previously-awarded restricted stock units ('RSU') which vest proportionately with the RSUs to which they relate. Each dividend equivalent right is the economic equivalent of one share of MAXIMUS common stock."
• "The reporting person has agreed to voluntarily disgorge to the issuer all statutory 'profits' pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, that resulted from the transactions reported herein and within the past six months."

Industry Context

This filing details an individual insider's equity transactions and compliance with SEC regulations, which is standard for publicly traded companies. It does not provide information on broader industry trends or competitive landscape.

Corporate Governance

Legal Proceedings

• The reporting person has agreed to voluntarily disgorge to the issuer all statutory 'profits' pursuant to Section 16(b) of the Securities Exchange Act of 1934, as amended, that resulted from the transactions reported herein and within the past six months. This is a regulatory compliance matter rather than a formal legal proceeding, but it addresses a potential violation.

Stakeholder Impact

• Shareholders: The sale of shares by a director could be viewed as a lack of confidence, though the amount is relatively small compared to total holdings. The disgorgement ensures compliance with regulations designed to protect shareholders from unfair insider trading practices.
• Regulatory Authorities: The voluntary disgorgement demonstrates compliance and cooperation with SEC regulations.

Next Steps

• The reporting person will provide full information regarding the number of shares sold at each separate price upon request.
• The reporting person will complete the disgorgement of statutory profits to the issuer.

Key Dates

Keywords

MAXIMUS INC, MMS, Gayathri Rajan, SEC Form 4, Insider Trading, Share Sale, Share Purchase, Dividend Reinvestment, Restricted Stock Units, Section 16(b), Disgorgement, Corporate Governance, Director Transactions