Form 4: Pediatrix Executive Reports Stock Transactions
Statement of Changes in Beneficial Ownership
Pediatrix Medical Group, Inc. Chief Executive Officer Mark S. Ordan reports transactions involving restricted stock, including grants and tax withholdings.
Summary
- Mark S. Ordan, CEO of Pediatrix Medical Group, Inc., reported several transactions related to the company's common stock on June 1st and 2nd, 2026.
- These transactions include the grant of 127,198 restricted shares with a value of $0.00, and the disposal of 19,119 restricted shares for tax payments totaling $21.54 per share.
- Additionally, 97,174 restricted shares were disposed of and then re-acquired on June 2nd, 2026, with no change in beneficial ownership reported for these specific shares.
- The filing also clarifies a revision to a previous equity award granted on June 1, 2025, where a portion scheduled to vest in 2028 was re-granted on June 2, 2026, maintaining its original vesting schedule.
Sentiment
Score: 5
Explanation: StockSavvy.ai views this as a neutral filing, as it primarily details routine executive stock transactions and compensation adjustments rather than significant strategic shifts or financial performance indicators.
Positives
- Grant of 127,198 restricted shares, indicating continued equity-based compensation for the CEO.
- The re-granting of shares on June 2, 2026, maintains the original vesting schedule for a portion of the 2025 award, ensuring continued incentive alignment.
Negatives
- Disposal of 19,119 restricted shares for tax payments, representing a reduction in directly held shares.
Future Outlook
The filing details vesting schedules for restricted stock grants, with portions vesting on June 1, 2027, June 1, 2028, and June 1, 2029, subject to the terms of the Incentive Compensation Plan.
Management Comments
- 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.
- Represents 19,119 restricted shares withheld for payment of taxes upon vesting of shares.
- 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.
Industry Context
StockSavvy.ai notes that Form 4 filings are standard for tracking insider transactions. The details provided by Pediatrix Medical Group's CEO regarding restricted stock grants and tax withholdings are typical for executive compensation packages within the healthcare services industry.
Corporate Governance
| Change Type | Description | Effective Date | Impact Assessment |
|---|---|---|---|
| Plan Amendment | The Issuer's Amended and Restated 2008 Incentive Compensation Plan was further amended and restated on May 7, 2026. | 05/07/2026 | This amendment allowed for the revision of an existing equity award, specifically re-granting a portion of the award scheduled to vest in 2028. |
Stakeholder Impact
- Shareholders: The transactions reflect standard executive compensation practices and do not immediately indicate a change in beneficial ownership that would significantly impact share price, though future vesting could influence supply.
- Employees: The filing pertains to executive compensation and does not directly detail impacts on broader employee compensation or benefits.
- Management: The CEO's equity awards and tax withholdings are part of their compensation structure.
Next Steps
- Vesting of restricted shares on June 1, 2027, June 1, 2028, and June 1, 2029, subject to plan terms.
Key Dates
| Date | Description |
|---|---|
| 06/01/2025 | Date of original annual equity award grant (as referenced in explanation 3). |
| 05/07/2026 | Date of further amendment and restatement of the Issuer's Amended and Restated 2008 Incentive Compensation Plan. |
| 06/01/2026 | Transaction date for grant of restricted shares and withholding for taxes. |
| 06/02/2026 | Transaction date for disposal and re-acquisition of restricted shares, and re-granting of a portion of a previous award. |
| 06/03/2026 | Date of filing for the Form 4. |
| 06/01/2027 | Vesting date for 25% of restricted shares granted on June 1, 2026. |
| 06/01/2028 | Vesting date for 25% of restricted shares granted on June 1, 2026, and for the re-granted portion of the 2025 award. |
| 06/01/2029 | Vesting date for 50% of restricted shares granted on June 1, 2026. |
Keywords
Form 4, SEC Filing, Pediatrix Medical Group, MD, Insider Trading, Stock Transaction, Restricted Stock, Equity Award, CEO, Mark S. Ordan
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