Form 4: Molina Healthcare Executive Jeff D. Barlow Reports Stock Transactions
Summary
- Jeff D. Barlow, Chief Legal Officer of Molina Healthcare, filed a Form 4 detailing changes in beneficial ownership.
- On March 1, 2025, Barlow acquired 7,882 shares of common stock at $301.12 related to performance stock units that vested at 149% of target.
- Also on March 1, 2025, 4,221 and 1,851 shares were disposed of to cover withholding taxes related to vesting.
- Barlow also acquired 4,859 shares of restricted stock at $288.12 under the 2019 Equity Incentive Plan.
- Following these transactions, Barlow beneficially owns 72,817 shares of Molina Healthcare common stock.
- The restricted stock grant vests in one-third increments on March 1, 2026, March 1, 2027, and March 1, 2028.
Sentiment
Score: 7
Explanation: The document indicates positive performance as the performance stock units vested at 149% of the target. The insider is maintaining a significant holding in the company.
Positives
- The vesting of performance stock units at 149% suggests strong company performance relative to targets.
Future Outlook
The document outlines the vesting schedule for the restricted stock, indicating future equity compensation for the reporting person.
Industry Context
Form 4 filings are standard practice for reporting insider transactions and provide transparency to investors regarding management's holdings and activities in the company's stock.
Comparison to Industry Standards
- Equity compensation practices, such as performance stock units and restricted stock grants, are common in the healthcare industry to align management's interests with those of shareholders.
- Vesting schedules and performance metrics are typically designed to incentivize long-term value creation.
- The vesting of performance stock units at 149% suggests that Molina Healthcare exceeded its performance targets, which is a positive indicator compared to industry peers.
Stakeholder Impact
- Shareholders may view the vesting of performance stock units at 149% as a positive sign of company performance.
- Employees may be motivated by the achievement of performance targets and the associated equity compensation.
Key Dates
- March 1, 2022: Date of grant for the performance stock units that vested on March 1, 2025.
- March 1, 2025: Date of stock transactions: acquisition of shares from performance stock units, disposal for tax withholding, and grant of restricted stock.
- February 28, 2025: Closing price of Molina Healthcare's common stock used for valuation of performance stock units.
- March 1, 2026: First vesting date for one-third of the newly granted restricted stock (4,859 shares) and 2,563 additional shares.
- March 1, 2027: Second vesting date for one-third of the newly granted restricted stock (4,859 shares) and 1,102 additional shares.
- March 1, 2028: Final vesting date for one-third of the newly granted restricted stock (4,859 shares).
- March 4, 2025: Date of filing the Form 4.
Keywords
Filings with Classifications
Quarterly Report
- The Medical Care Ratio (MCR) increased from 88.5% to 89.2%, indicating higher medical costs than the previous year.
- Net income decreased from $301 million to $298 million, a slight decline in profitability.
Contract Announcement
- The document mentions a potential delay in the start date for the contract as a risk factor.
Proxy Statement
- The Company achieved adjusted net income per diluted share of $22.65, representing a 2024 adjusted net income of $1,308 million, falling short of the Company's initial 2024 earnings guidance.
Proxy Statement
- The new contract was originally scheduled to commence on July 1, 2025; however, due to ongoing procurement protests, we now anticipate implementation beginning on July 1, 2026.
SEC Form 4
- The vesting of performance stock units at 149% of target suggests the company exceeded its performance goals.
SEC Form 4 Filing
- The performance stock units vested at 149%, indicating the company exceeded its performance targets.
SEC Form 4 Filing
- The performance stock units vested at 149%, indicating the company exceeded its performance targets.
Annual Results
- The Georgia Medicaid contract implementation is now anticipated to begin on July 1, 2026, due to ongoing procurement protests, instead of the originally scheduled date of July 1, 2025.
Earnings Release
- The company's full year 2024 GAAP net income increased by 9% year-over-year.
- The company's full year 2024 adjusted net income increased by 8% year-over-year.
- The Marketplace MCR for the full year 2024 was 75.4%, better than the company's expectations.
Contract Announcement
- The initial notice of intent to award the Michigan contract was cancelled, indicating a potential for delays in the contract award process.
Debt Offering Announcement
- Molina Healthcare completed a private offering of $750 million in senior notes.
- The net proceeds of approximately $740 million will be used for general corporate purposes.
Debt Offering Announcement
- Molina Healthcare is raising $750 million through a private offering of senior notes.
- The net proceeds are estimated to be approximately $740 million after deducting fees and expenses.
Debt Offering Announcement
- Molina Healthcare intends to privately offer $500 million aggregate principal amount of senior notes due 2033.
- The notes will be sold to qualified institutional buyers and certain persons outside the United States.
- The company plans to use the net proceeds for general corporate purposes.
Current Report
- The cancellation of the initial contract award is worse than expected for Molina Healthcare as it introduces uncertainty and requires additional effort to re-bid.
Current Report
- The contract commencement has been delayed to January 1, 2026, due to the cancellation and re-issuance of the RFP.
Quarterly Report
- The consolidated MCR was higher than expected due to medical cost pressures in the Medicaid and Medicare segments.
- The Medicaid MCR increased due to higher than expected medical costs in the legacy portfolio and new contracts.
- The Medicare MCR is slightly above the long-term target range due to elevated LTSS and pharmacy costs and higher outpatient utilization.
Quarterly Report
- The company's Q3 results exceeded expectations with a 34% increase in GAAP net income per diluted share and a 19% increase in adjusted net income per diluted share year-over-year.
Credit Agreement Amendment
- The increase in the credit facility and extension of the maturity date provide better financial flexibility and reduce near-term refinancing risk.
Quarterly Report
- Net income decreased slightly compared to the same period last year.
- The consolidated medical care ratio (MCR) increased to 88.6% in the second quarter of 2024.
Quarterly Report
- Net income decreased by 6% compared to the first quarter of 2023, indicating worse than expected results.
- The consolidated MCR increased from 87.1% to 88.5%, indicating higher medical costs than expected.
Contract Award Announcement
- The document mentions a risk of a delay in the start date for the contract.
Proxy Statement
- The four-year contract in Mississippi was expected to begin on July 1, 2023, but was extended by an additional year, and is now expected to commence between September 1, 2024 and July 1, 2025.
Proxy Statement
- The company achieved adjusted net income in 2023 of $1,213 million, an increase of 16% over 2022 performance.
- The company generated premium revenue of $32.5 billion, an increase of 5% over 2022.
SEC Form 4 Filing
- The performance stock units vested at 170% achievement level, indicating that the company exceeded its performance targets for adjusted net income per share over the three-year performance period.
SEC Form 4 Filing
- The vesting of performance stock units at 170% suggests the company exceeded its financial targets, indicating better-than-expected performance.
Contract Announcement
- Molina Healthcare's Virginia subsidiary was not selected for the Cardinal Care Managed Care program, which is a negative development.
Quarterly Report
- The company's full year 2023 GAAP earnings per diluted share increased by 39% year-over-year, exceeding expectations.
- The company's full year 2023 adjusted earnings per diluted share increased by 17% year-over-year, exceeding expectations.
- The company's 2024 guidance for premium revenue and adjusted earnings per share is higher than previous estimates.
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