UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

☒	ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	For the fiscal year ended December 31, 2024
	For the fiscal year ended December 31, 2025
☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
	EXCHANGE ACT OF 1934
	For the period from to
Commission file number 001-12111

Pediatrix Medical Group, Inc.

(Exact name of registrant as specified in its charter)


FLORIDA	26-3667538
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification No.)

1301 Concord Terrace, Sunrise, Florida	33323
(Address of principal executive offices)	(Zip Code)

Registrant’s telephone number, including area code (954) 384-0175

Securities registered pursuant to Section 12(b) of the Act:


Title of Each Class	Trading Symbol	Name of Each Exchange on Which Registered
Common Stock, par value $.01 per share	MD	New York Stock Exchange

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ☒ No ☐

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15 (d) of the Exchange Act. Yes ☐ No ☒

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☒ Accelerated filer ☐ Non-accelerated filer ☐

Smaller reporting company ☐ Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. ☒

If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. ☐

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). ☐

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Act). Yes ☐ No ☒

The aggregate market value of shares of Common Stock of the registrant held by non-affiliates of the registrant on June 2830, ~~2024~~2025, the last business day of the registrant’s most recently completed second fiscal quarter, was $~~637~~899,~~401~~915,~~917~~751 based on a $714.5535 closing price per share as reported on the New York Stock Exchange composite transactions list on such date.

The number of shares of Common Stock of the registrant outstanding on February 1413, ~~2025~~2026 was 8583,~~829~~001,~~575~~072.

DOCUMENTS INCORPORATED BY REFERENCE:

The registrant’s definitive proxy statement to be filed with the Securities and Exchange Commission pursuant to Regulation 14A, with respect to the ~~2025~~2026 Annual Meeting of Shareholders is incorporated by reference in Part III of this Form 10-K to the extent stated herein. Except with respect to information specifically incorporated by reference in the Form 10-K, each document incorporated by reference herein is deemed not to be filed as part hereof.

Pediatrix Medical Group, Inc.

Annual Report on Form 10-KFor the Year Ended December 31, ~~2024~~2025

INDEX

PART I			Page
	Item 1.	Business	4
	Item 1A.	Risk Factors	26
	Item 1B.	Unresolved Staff Comments	4950
	Item 1C.	Cybersecurity	4950
	Item 2.	Properties	5152
	Item 3.	Legal Proceedings	5152
	Item 4.	Mine Safety Disclosures	5152
PART II
	Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	5253
	Item 6.	Reserved	5556
	Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	5657
	Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	6869
	Item 8.	Financial Statements and Supplementary Data	6970
	Item 9.	Changes in and Disagreements with Accountants on Accounting and Financial Disclosure	9697
	Item 9A.	Controls and Procedures	9697
	Item 9B.	Other Information	9697
	Item 9C.	Disclosure Regarding Foreign Jurisdictions that Prevent Inspections	9697
PART III
	Item 10.	Directors, Executive Officers and Corporate Governance	9798
	Item 11.	Executive Compensation	9798
	Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	9798
	Item 13.	Certain Relationships and Related Transactions, and Director Independence	9798
	Item 14.	Principal Accountant Fees and Services	9899
PART IV
	Item 15.	Exhibits, and Financial Statement ~~Schedule~~Schedules	99100
	Item 16.	Form 10-K Summary	~~104~~105

FORWARD-LOOKING STATEMENTS

Certain information included or incorporated by reference in this Form 10-K may be deemed to be “forward-looking statements” which may include, but are not limited to, statements relating to our objectives, plans and strategies, and all statements (other than statements of historical facts) that address activities, events or developments that we intend, expect, project, believe or anticipate will or may occur in the future. These statements are often characterized by terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions, and are based on assumptions and assessments made by our management in light of their experience and their perception of historical trends, current conditions, expected future developments and other factors they believe to be appropriate. Any forward-looking statements in this Form 10-K are made as of the date hereof, and we undertake no duty to update or revise any such statements, whether as a result of new information, future events or otherwise. Forward-looking statements are not guarantees of future performance and are subject to risks and uncertainties. Important factors that could cause actual results, developments and business decisions to differ materially from forward-looking statements are described in this Form 10-K, including the risks set forth under “Risk Factors” in Item 1A.

As used in this Form 10-K, unless the context otherwise requires, the terms “Pediatrix,” the “Company,” “we,” “us,” and “our” refer to the parent company, Pediatrix Medical Group, Inc., a Florida corporation, and the consolidated subsidiaries through which its businesses are actually conducted (collectively, “PMG”), together with PMG’s affiliated business corporations or professional associations, professional corporations, limited liability companies and partnerships (“affiliated professional contractors”). Certain subsidiaries of PMG have contracts with our affiliated professional contractors, which are separate legal entities that provide physician services in certain states.

PART I

ITEM 1. BUSINESS

OVERVIEW

Pediatrix is a leading provider of physician services including newborn, maternal-fetal, and other pediatric subspecialty care. Our national network is comprised of affiliated physicians who provide clinical care in 3637 states. During 2024, we formalized our practice portfolio management plans, resulting in a decision to exit almost all of our affiliated office-based practices, other than maternal-fetal medicine. As of December 31, 2024, these plans were completed. Additionally, we exited our primary and urgent care service line during 2024 based on a review of the cost and time that would be required to build the platform to scale. At December 31, ~~2024~~2025, our national network comprised approximately 2,~~335~~295 affiliated physicians, including 1,~~335~~350 physicians who provide neonatal clinical care, primarily within hospital-based neonatal intensive care units (“NICUs”), to babies born prematurely or with medical complications. We have over ~~490~~475 affiliated physicians who provide maternal-fetal and obstetrical medical care to expectant mothers experiencing complicated pregnancies primarily in areas where our affiliated neonatal physicians practice. Our network also includes other pediatric subspecialists, including ~~240~~over 230 physicians providing ~~hospital-based~~ pediatric intensive care, ~~over~~220 ~~230~~ physicians providing hospital-based pediatric ~~intensive~~ care, and 20 physicians providing pediatric surgical care.

Pediatrix Medical Group, Inc. was incorporated in Florida in 2007, and is the successor to PMG Services, Inc., which was formerly known as Pediatrix Medical Group, Inc. and was incorporated in Florida in 1979. Our principal executive offices are located at 1301 Concord Terrace, Sunrise, Florida 33323 and our telephone number is (954) 384-0175.

OUR PHYSICIAN SPECIALTIES AND SERVICES

The following discussion describes our physician specialties and the care that we provide, either directly or through our affiliated professional contractors:

Neonatal Care

We provide clinical care to babies born prematurely or with complications within specific units at hospitals, primarily NICUs, through our network of affiliated neonatal physician subspecialists (“neonatologists”), neonatal nurse practitioners and other pediatric clinicians, who staff and manage clinical activities at over ~~350~~360 NICUs in 3032 states. Neonatologists are board-certified, or eligible-to-apply-for-certification, physicians who have extensive education and training for the care of babies born prematurely or with complications that require complex medical treatment. Neonatal nurse practitioners are registered nurses who have advanced training and education in assessing and treating the healthcare needs of newborns and infants as well as managing the needs of their families.

We partner with our hospital clients in an effort to enhance the quality of care delivered to premature and sick babies. Some of the nation's largest and most prestigious hospitals, including both not-for-profit and for-profit institutions, retain us to staff and manage their NICUs. Our affiliated neonatologists generally provide 24-hours-a-day, seven-days-a-week coverage in NICUs, support the local referring physician community and are available for consultation in other hospital departments. Our hospital partners benefit from our experience in managing complex intensive care units. Our neonatal physicians interact with colleagues across the country through an internal communications system to draw upon their collective expertise in managing challenging patient-care issues. Our neonatal physicians also work collaboratively with maternal-fetal medicine subspecialists to coordinate the care of mothers experiencing complicated pregnancies and their fetuses.

Maternal-Fetal Care

We provide inpatient and office-based clinical care to expectant mothers and their unborn babies through our affiliated maternal-fetal medicine subspecialists, obstetricians and other clinicians, such as maternal-fetal medicine nurse practitioners, certified nurse mid-wives, sonographers and genetic counselors. Maternal-fetal medicine subspecialists are board-certified, or eligible-to-apply-for-certification, obstetricians who have extensive education and training for the treatment of high-risk expectant mothers and their fetuses. Our affiliated maternal-fetal medicine subspecialists practice primarily in metropolitan areas where we have affiliated neonatologists to provide coordinated care for women with complicated pregnancies whose babies are often admitted to a NICU upon delivery. We believe continuity of treatment from mother and developing fetus during the pregnancy to the newborn upon delivery has improved the clinical outcomes of our patients.

Other Pediatric Subspecialty Care

Our network includes other pediatric subspecialists such as pediatric intensivists, pediatric hospitalists and pediatric surgeons, among others. In addition, our affiliated physicians seek to provide support services in other areas of hospitals, particularly in the pediatric emergency room, labor and delivery area, and nursery and pediatric departments, where immediate accessibility to specialized care may be critical.

Pediatric Intensive Care. Pediatric intensivists are hospital-based pediatricians with additional education and training in caring for critically ill or injured children and adolescents. Our affiliated physicians who provide this clinical care staff and manage pediatric intensive care units (“PICUs”) at ~~over~~approximately 60 hospitals.

Pediatric Hospitalists. Pediatric hospitalists are hospital-based pediatricians specializing in inpatient care and management of acutely ill children. Our affiliated hospital-based physicians provide this inpatient pediatric and newborn care in PICUs, well-born nurseries and pediatric emergency rooms at over 50 hospitals.

Pediatric Surgery. Pediatric surgeons provide specialized care for patients ranging from newborns to adolescents, for all problems or conditions that require surgical intervention, and often have particular expertise in the areas of neonatal, prenatal, trauma and pediatric oncology. Our affiliated physicians in this subspecialty include pediatric plastic and craniofacial surgeons and general and thoracic pediatric surgeons. Areas of particular expertise include management of neonatal and congenital anomalies, prenatal counseling, trauma management, pediatric oncology, gastrointestinal surgery, as well as common pediatric surgical conditions.

Other Newborn and Pediatric Care. Because our affiliated physicians and advanced nurse practitioners generally provide hospital-based coverage, they are situated to provide highly specialized care to address medical needs that may arise during a baby’s hospitalization. For example, as part of our ongoing efforts to support and partner

with hospitals and the local referring physician community, our affiliated neonatologists, pediatric hospitalists and advanced nurse practitioners provide in-hospital nursery care to newborns through our newborn nursery program. This program is made available for babies during their hospital stay, which in the case of healthy babies typically consists of evaluation and observation, following which they are referred, and their hospital records are provided, to their pediatricians or family practitioners for follow-up care.

Newborn Hearing Screening Program. Our affiliated physicians also oversee our newborn hearing screening program. Since we launched this program in 1994, we believe that we have become the largest provider of newborn hearing screening services in the United States. In ~~2024~~2025, we screened over ~~805~~793,000 babies for potential hearing loss at 340 hospitals across the nation. Over 40 states either require newborns to be screened for potential hearing loss before being discharged from the hospital or require that parents be offered the opportunity to submit their newborns to hearing screens. We contract or coordinate with hospitals to provide newborn hearing screening services.

Clinical Research, Education, Quality and Safety

As part of our ongoing commitment to improving patient care through evidence-based medicine, we also conduct clinical research, monitor clinical outcomes and implement clinical quality initiatives with a view to improving patient outcomes, shortening the length of hospital stays and reducing long-term health system costs with a focus on women's and children's services that we believe is unrivaled. Our physician-~~centric~~led approach to clinical research and continuous quality improvement has consistently demonstrated improvements in clinical outcomes, while reducing the costs of care associated with complications as well as variability in ~~protocols~~care processes. We provide extensive continuing medical and nursing education to our affiliated clinicians in an effort to ensure that they have access to current treatment methodologies, national best practices and evidence-based guidelines and also provide continuing medical education to external clinicians. We believe that referring and collaborating physicians, hospitals, third-party payors and patients all benefit from our clinical research, education, quality and safety initiatives.

DEMAND FOR OUR SERVICES

Hospital-Based Care. Hospitals generally must provide cost-effective, quality care in order to enhance their reputations within their communities and desirability to patients, referring and collaborating physicians and third-party payors. In an effort to improve outcomes and manage costs, hospitals typically employ or contract with physician specialists to provide specialized care in many hospital-based units or settings. Hospitals traditionally staff these units or settings through affiliations with local physician groups or independent practitioners. However, management of these units and settings presents significant operational challenges, including variable admissions rates, increased operating costs, complex reimbursement systems and other administrative burdens. As a result, some hospitals choose to contract with physician organizations that have the clinical quality initiatives, information and reimbursement systems and management expertise required to effectively and efficiently operate these units and settings in the current healthcare environment. With continuing shifts to value-based reimbursement models, we anticipate that hospitals will continue to seek out experienced organizations with documented success in improving quality indicators and reducing costs. Demand for hospital-based physician services, including neonatology, is determined by a national market in which qualified physicians with advanced training compete for hospital contracts.

Neonatal Medicine. Of the over 3.6 million births in the United States annually, we estimate that 14%-15% require NICU admission. Numerous institutions conduct research to identify potential causes of premature birth and medical complications that often require NICU admission. Some common contributing factors include the presence of hypertension or diabetes in the mother, lack of prenatal care, complications during pregnancy, drug and alcohol abuse and smoking or poor nutritional habits during pregnancy. Babies admitted to NICUs typically have an illness or condition that requires the care of a neonatologist. Babies who are born prematurely or have a low birth weight often require neonatal intensive care services because of an increased risk for medical complications. We believe obstetricians generally prefer to perform deliveries at hospitals that provide a full complement of labor and delivery services, including a NICU staffed by board-certified, or eligible-to-apply-for-certification, neonatologists. Because obstetrics is a significant source of hospital admissions, hospital administrators have responded to these demands by establishing NICUs and contracting with independent neonatology group practices, such as our affiliated professional contractors, to staff and manage these units. As a result, NICUs within the United States tend to be concentrated in ~~hospitals with higher volumes of births. There are approximately 7,300 board-certified neonatologists in the United States.~~

~~Maternal-Fetal~~hospitals ~~Medicine. Expectant mothers~~ with ~~pregnancy~~higher ~~complications~~volumes often seek or are referred by their obstetricians to maternal-fetal medicine subspecialists. These subspecialists provide inpatient and office-based care to women with conditions such as diabetes, heart disease, hypertension, multiple gestation, recurrent miscarriage, family history of ~~genetic diseases, suspected fetal birth defects and other complications during their pregnancies~~births. We believe that improved maternal-fetal care has a positive impact on neonatal outcomes. Data on neonatal outcomes demonstrates that, in general, the likelihood of mortality or an adverse condition or outcome (referred to as “morbidity”) is reduced the longer a baby remains in the womb. There are approximately 37,~~000~~200 board-certified ~~maternal-fetal~~neonatologists ~~medicine subspecialists~~ in the United States.

~~Other~~Maternal-Fetal ~~Pediatric Subspecialty~~ Medicine. ~~Other~~Expectant ~~areas~~mothers ofwith ~~pediatric~~pregnancy ~~subspecialty~~complications ~~medicine~~often seek or are ~~closely~~referred ~~associated~~by ~~with~~their obstetricians to maternal-fetal~~-newborn~~ ~~medical~~medicine ~~care~~subspecialists. ~~For~~These ~~example,~~subspecialists ~~pediatric~~provide ~~intensivists~~inpatient ~~are~~and ~~subspecialists~~office-based ~~who~~ care ~~for~~to ~~critically~~women ~~ill~~with orconditions ~~injured~~such ~~children~~as ~~and~~diabetes, ~~adolescents~~heart indisease, ~~PICUs.~~hypertension, ~~There~~multiple ~~are~~gestation, ~~approximately~~recurrent 3miscarriage,~~100~~ ~~board-certified~~family ~~pediatric~~history ~~intensivists~~of ingenetic ~~the~~diseases, ~~United~~suspected ~~States. As~~fetal ~~another~~birth ~~example,~~defects ~~pediatric~~and ~~hospitalists~~other ~~are~~complications ~~pediatricians~~during ~~who~~their ~~provide~~pregnancies. ~~care~~We inbelieve ~~many~~that ~~hospital~~improved ~~areas,~~maternal-fetal ~~including~~care ~~labor~~has ~~and~~a ~~delivery~~positive ~~and~~impact ~~the~~on ~~newborn~~neonatal ~~nursery~~outcomes. In ~~addition,~~Data ~~pediatric~~on ~~surgeons~~neonatal ~~provide~~outcomes ~~specialized~~demonstrates ~~care~~that, ~~for~~in ~~patients~~general, ~~ranging~~the ~~from~~likelihood ~~newborns~~of tomortality ~~adolescents,~~or ~~for~~an ~~all~~adverse ~~problems~~condition or ~~conditions~~outcome ~~affecting~~(referred ~~children~~to ~~that~~as ~~require~~“morbidity”) ~~surgical~~is ~~intervention,~~reduced ~~and~~the ~~often~~longer ~~have~~a ~~particular~~baby ~~expertise~~remains in the ~~areas of neonatal, prenatal, trauma, and pediatric oncology~~womb. There are approximately 13,~~200~~100 board-certified ~~pediatric~~maternal-fetal ~~surgeons~~medicine subspecialists in the United States.

~~Physician~~Other ~~Practice~~Pediatric ~~Administration~~Subspecialty Medicine. ~~Administrative~~Other ~~demands~~areas ~~and~~of ~~cost~~pediatric ~~containment~~subspecialty ~~pressures~~medicine ~~from~~are aclosely ~~number~~associated ofwith ~~sources,~~maternal-fetal-newborn ~~principally~~medical ~~commercial~~care. ~~and~~For ~~government payors~~example, ~~make~~pediatric itintensivists ~~increasingly~~are ~~difficult~~subspecialists ~~for~~who ~~physicians to effectively manage patient~~ care, ~~remain~~for ~~current~~critically onill ~~the~~or ~~latest~~injured ~~procedures~~children and ~~efficiently~~adolescents ~~administer~~in ~~non-clinical activities~~PICUs. AsThere aare ~~result,~~approximately ~~we believe that physicians remain receptive to being affiliated with larger organizations that reduce administrative burdens~~3,400 ~~achieve economies of scale and provide value~~board-~~added~~certified ~~clinical~~pediatric ~~research,~~intensivists ~~education~~in ~~and~~the ~~quality~~United ~~initiatives~~States. ByAs ~~relieving~~another ~~many of the burdens associated with the management of a subspecialty group practice~~example, wepediatric ~~believe~~hospitalists ~~that~~are ~~our~~pediatricians ~~practice~~who ~~administration~~provide ~~services permit our affiliated physicians to focus on providing quality patient~~ care ~~and~~in ~~thereby~~many ~~contribute~~hospital ~~to improving patient outcomes~~areas, ~~ensuring~~including ~~appropriate~~labor ~~length~~and ofdelivery ~~hospital stays~~ and ~~reducing~~the ~~long-term~~newborn ~~health system costs~~nursery. In addition, ~~our~~pediatric ~~national~~surgeons ~~network~~provide ofspecialized ~~affiliated~~care ~~physician~~for ~~practices,~~patients ~~modeled~~ranging ~~around~~from anewborns ~~traditional~~to ~~group practice structure~~adolescents, isfor ~~managed~~all byproblems aor ~~non-clinical~~conditions ~~professional~~affecting ~~management~~children ~~team~~that ~~with~~require ~~proven~~surgical ~~abilities~~intervention, toand ~~achieve~~often ~~significant~~have ~~operating~~particular ~~efficiencies~~expertise in ~~providing~~the ~~administrative~~areas ~~support~~of ~~systems~~neonatal, ~~interacting~~prenatal, ~~with physicians~~trauma, ~~hospitals~~ and ~~third-party~~pediatric ~~payors,~~oncology. ~~managing~~There ~~information~~are ~~systems~~approximately ~~and technologies~~1,200 ~~and~~board-certified ~~complying~~pediatric ~~with~~surgeons ~~applicable~~in ~~laws,~~the ~~rules~~United ~~and regulations~~States.

~~OUR~~Physician ~~BUSINESS~~Practice ~~STRATEGY~~Administration. Administrative demands and cost containment pressures from a number of sources, principally commercial and government payors, make it increasingly difficult for physicians to effectively manage patient care, remain current on the latest procedures and efficiently administer non-clinical activities. As a result, we believe that physicians remain receptive to being affiliated with larger organizations that reduce administrative burdens, achieve economies of scale and provide value-added clinical research, education and quality initiatives. By relieving many of the burdens associated with the management of a subspecialty group practice, we believe that our practice administration services permit our affiliated physicians to focus on providing quality patient care and thereby contribute to improving patient outcomes, ensuring appropriate length of hospital stays and reducing long-term health system costs. In addition, our national network of affiliated physician practices, modeled around a traditional group practice structure, is managed by a non-clinical professional management team with proven abilities to achieve significant operating efficiencies in providing administrative support systems, interacting with physicians, hospitals and third-party payors, managing information systems and technologies, and complying with applicable laws, rules and regulations.

~~Our~~OUR ~~business~~BUSINESS ~~objective is to enhance our position as a leading provider of physician and other complementary healthcare services. The key elements of our strategy to achieve this objective are:~~STRATEGY

~~Build~~Our ~~Upon~~business ~~Core~~objective ~~Competencies.~~is ~~We have developed significant administrative expertise relating~~ to enhance our ~~practice~~position ~~physician~~as ~~services. We have also facilitated the development of~~ a ~~clinical~~leading ~~approach~~provider ~~to the practice~~ of ~~medicine~~physician ~~among our affiliated physicians through clinical data warehouses that include research, education~~ and quality initiatives intended to advance the practice of medicine and care, improve the quality of care provided to our patients and reduce long-term health system costs. Analysis of the data within our clinical data warehouses across our neonatology and other ~~pediatric~~complementary ~~subspecialty~~healthcare services allows us to provide feedback to our physicians and hospital partners and to develop and implement best practices, all with the goal of improving outcomes, creating efficiencies and ensuring patient satisfaction. AsThe ~~healthcare~~key ~~organizations~~elements ~~are expected to increasingly be held accountable for the quality and cost~~ of ~~the care that they provide, we believe that~~ our ~~ability~~strategy to ~~capture~~achieve this ~~data~~objective ~~within our clinical data warehouses adds value to our patients and our hospital and physician partners.~~ are:

•

~~Utilize~~Build ~~Enhanced~~Upon ~~Technology~~Core ~~Solutions~~Competencies. We have ~~introduced~~developed ~~several~~significant ~~technology-enabled~~administrative ~~solutions~~expertise ~~that~~relating weto ~~believe~~our ~~will~~practice ~~improve~~physician services. We have also facilitated the ~~efficiency~~development of a clinical approach to the ~~work~~practice of medicine among our affiliated physicians dothrough ~~each~~clinical ~~day. These~~data warehouses that include aresearch, ~~more~~education ~~streamlined~~and ~~charge~~quality ~~capture~~initiatives ~~system,~~intended ato ~~cloud-based~~advance ~~image~~the ~~access~~practice ~~and~~of ~~storage~~medicine ~~solution~~and care, ~~continued~~improve ~~development~~the quality of care provided to our ~~cloud-based~~patients ~~neonatology~~and reduce long-~~specific~~term ~~notes~~health system costs. Analysis of the data within our clinical data warehouses across our neonatology and ~~upgrades~~other pediatric subspecialty services allows us to provide feedback to our ~~office-based~~physicians and hospital partners and to develop and implement best practices, ~~electronic~~all ~~health~~with ~~record~~the ~~system~~goal ~~that~~of improving outcomes, creating efficiencies and ensuring patient satisfaction. As healthcare organizations are ~~designed~~expected to increasingly be ~~better~~held accountable for ~~our~~the ~~physicians~~quality and ~~improve~~cost of the ~~patient-facing~~care ~~portal~~that ~~for~~they ~~our~~provide, ~~patients~~we ~~and~~believe ~~their~~that ~~families. We~~our ~~plan~~ability to ~~continue~~capture tothis ~~find~~data ~~ways~~within our clinical data warehouses adds value to ~~supply~~our ~~real~~patients and our hospital and physician partners.

•

7Utilize Enhanced Technology Solutions. We have introduced several technology-enabled solutions that we believe will improve the efficiency of the work our affiliated physicians do each day. These include a more streamlined charge capture system, a cloud-based image access and storage solution, continued development of our cloud-based neonatology-specific notes system and upgrades to our office-based

~~time data to our affiliated physician practices so that they can have visibility to, and more importantly, manage patient volumes.~~7

~~Promote~~practices ~~Same-Unit~~electronic ~~and~~health ~~Organic~~record ~~Growth.~~system Wethat ~~seek~~are ~~opportunities~~designed ~~for~~to ~~increasing~~be ~~revenue~~better ~~from~~for our ~~hospital-based~~physicians and ~~office-based~~improve ~~operations.~~the ~~For example, our affiliated hospital~~patient-~~based~~facing ~~neonatal,~~portal ~~maternal-fetal~~for ~~and~~our ~~other~~patients ~~pediatric physicians are well situated to,~~ and, intheir ~~some~~families. ~~cases,~~We ~~provide~~plan ~~physician services in other departments, such as pediatric emergency rooms, newborn nurseries, or in situations where immediate accessibility~~ to ~~specialized obstetric and pediatric care may be critical. Our affiliated hospital-based and office-based physicians~~ continue to ~~pursue~~find anways ~~organic~~to ~~growth~~supply ~~strategy~~real ~~that~~time ~~involves~~data ~~working with our hospital partners~~ to ~~develop integrated service programs for which we become a provider of solutions across~~ our ~~existing~~affiliated ~~service~~physician ~~lines. An~~practices ~~integrated~~so ~~program~~that ~~results~~they incan ~~a broader offering of care across our specialties and permits the extension of our service lines in our markets. We~~ have ~~successfully~~visibility ~~executed this organic growth strategy and market partnership in many metropolitan areas and intend~~ to ~~continue this growth initiative in the future. In addition~~, weand ~~may~~more ~~pursue new contractual arrangements with hospitals~~importantly, ~~including~~manage ~~possibly~~patient ~~through joint ventures, either where we currently provide or do not currently provide physician services~~volumes.

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~~Additionally,~~Promote ~~with~~Same-Unit ~~the~~and ~~goal~~Organic ofGrowth. ~~further~~We ~~expanding~~seek opportunities for increasing revenue from our ~~organic~~hospital-based ~~growth~~and office-based operations. For example, our ~~national~~affiliated ~~sales~~hospital-based ~~team~~neonatal, ~~pursues~~maternal-fetal ~~opportunities~~and ~~across~~other ~~our~~pediatric ~~service~~physicians ~~lines~~are bywell ~~employing~~situated ato, ~~targeting~~and, ~~strategy~~in ~~with~~some acases, ~~specific~~provide ~~focus~~physician services in other departments, such as pediatric emergency rooms, newborn nurseries, or in situations where immediate accessibility to specialized obstetric and ~~prioritization.~~pediatric ~~This~~care ~~sales~~may ~~team~~be ~~works~~critical. ~~with~~Our ~~existing~~affiliated hospital-based and ~~other~~office-based ~~healthcare~~physicians ~~partners~~continue ~~and~~to ~~also~~pursue ~~focuses~~an onorganic ~~building~~growth ~~new~~strategy ~~relationships~~that involves working with ~~hospitals~~our ~~and~~hospital ~~other~~partners to develop integrated service ~~providers~~programs tofor which we dobecome ~~not~~a ~~currently~~provider ~~provide~~of ~~services~~solutions across our existing service lines. An integrated program results in ~~order~~a tobroader ~~offer~~offering ~~clinical~~of ~~and~~care ~~other~~across ~~solutions~~our specialties and ~~respond~~permits tothe ~~requests~~extension ~~for~~of ~~proposals~~our service lines in our markets. ~~Our~~We ~~growth~~have ~~teams~~successfully ~~are~~executed ~~managed~~this ~~under~~organic ~~one~~growth ~~collaborative~~strategy ~~group~~and ~~that~~market ~~addresses~~partnership ~~acquisition~~in many metropolitan areas and ~~organic~~intend to continue this growth ~~opportunities~~initiative in the future. ~~The~~In ~~growth~~addition, ~~team~~we ~~partners~~may pursue new contractual arrangements with ~~the~~hospitals, ~~operational~~including ~~leadership~~possibly ~~across~~through ~~each~~joint ofventures, ~~our~~either ~~medical~~where ~~groups~~we tocurrently ~~execute~~provide ~~our~~or ~~overall~~do ~~growth~~not ~~strategy~~currently provide physician services.

~~Adaptation~~Additionally, ofwith ~~Telehealth. Our~~the ~~telehealth~~goal ~~programs~~of ~~offer~~further ~~the~~expanding ~~latest~~our inorganic ~~telemedicine~~growth, ~~which~~our isnational ~~the~~sales ~~use~~team ofpursues ~~telecommunication~~opportunities ~~and~~across ~~information~~our ~~technology~~service inlines ~~order~~by toemploying ~~provide~~a ~~clinical~~targeting ~~healthcare~~strategy atwith a ~~distance.~~specific ~~Even~~focus ~~before~~and ~~the~~prioritization. ~~COVID-19~~This ~~pandemic,~~sales weteam ~~focused~~works onwith ~~expanding~~existing ~~our~~hospital ~~services~~and inother ~~telemedicine~~healthcare aspartners weand ~~have~~also ~~long~~focuses ~~expected~~on ~~that~~building ~~many~~new ~~pediatric~~relationships ~~subspecialties,~~with ashospitals ~~well~~and asother ~~maternal-fetal~~service ~~medicine,~~providers ~~would~~to ~~benefit~~which inwe ~~the~~do ~~future~~not ~~from~~currently ~~having~~provide aservices ~~robust platform~~ in ~~telemedicine.~~order ~~Telemedicine~~to ~~services~~offer ~~are~~clinical ~~well~~and ~~documented~~other assolutions ~~high quality, safe~~ and ~~efficient~~respond ~~means~~to ofrequests ~~expanding~~for ~~physician services into metropolitan and rural communities~~proposals. We ~~have~~Our ~~expanded~~growth ~~our~~teams ~~services~~are tomanaged ~~provide~~under ~~these~~one ~~remote~~collaborative ~~programs~~group tothat ~~our~~addresses ~~hospital~~acquisition ~~partners~~ and toorganic ~~our~~growth ~~existing~~opportunities. ~~service~~The ~~lines~~growth toteam ~~supplement~~partners ~~current~~with ~~coverage~~the ~~needs.~~operational Weleadership ~~believe~~across ~~telehealth~~each ~~reduces~~of ~~overall~~our ~~healthcare~~medical ~~spending,~~groups ~~improves access~~ to ~~quality~~execute ~~care~~our ~~and~~overall ~~facilitates~~growth ~~collaboration with specialists while improving patient engagement and satisfaction~~strategy.

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~~Acquire~~Adaptation ~~Physician~~of ~~Practice Groups~~Telehealth. WeOur ~~continue~~telehealth toprograms ~~seek~~offer tothe ~~expand~~latest ~~our~~in ~~operations~~telemedicine, bywhich ~~acquiring~~is ~~established~~the ~~physician~~use ~~practices~~of telecommunication and information technology in ~~our~~order ~~core~~to ~~physician~~provide ~~specialties~~clinical healthcare at a distance. ~~During~~Even ~~2024~~before the COVID-19 pandemic, we ~~added~~focused ~~one~~on expanding our services in telemedicine as we have long expected that many pediatric subspecialties, as well as maternal-fetal medicine, ~~practice~~would benefit in the future from having a robust platform in telemedicine. Telemedicine services are well documented as high quality, safe and efficient means of expanding physician services into metropolitan and rural communities. We have expanded our services to provide these remote programs to our hospital partners and to our existing service lines to supplement current coverage needs. We believe telehealth reduces overall healthcare spending, improves access to quality care and facilitates collaboration with specialists while improving patient engagement and satisfaction.

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~~Strengthen~~Acquire ~~and~~Physician ~~Broaden~~Practice ~~Relationships~~Groups. ~~With~~We ~~Our~~continue ~~Partners.~~to Byseek ~~managing~~to ~~many~~expand ofour ~~the~~operations ~~operational~~by ~~challenges~~acquiring ~~associated~~established ~~with~~ physician practices, ~~encouraging~~in ~~clinical research, education, quality, and safety initiatives, and promoting timely intervention by~~ our ~~physicians,~~core wephysician believe that our business model is focused on improving the quality of care delivered to patients, promoting the appropriate length of their hospital stays and optimizing efficient use of health system resourcesspecialties. WeDuring ~~believe that referring and collaborating physicians~~2025, ~~hospitals, third-party payors and patients all benefit to the extent that~~ we ~~are~~added ~~successful~~one inmaternal-fetal ~~implementing~~medicine ~~our~~practice ~~business model. In addition, we will concentrate efforts to become more responsive~~ and ~~proactive~~acquired inseveral ~~strengthening and supporting our existing hospital and clinical practice relationships~~neonatology, ~~as well as establishing new partnerships to expand the scope of our hospital-based,~~ maternal-fetal medicine, ~~hearing screening,~~ and ~~telehealth~~OB ~~services~~hospitalist ~~that~~practices ~~we provide. We focus our efforts~~ in ~~this~~one area using a market-based approach and in each geographic area where we operate, we consider how we can solidify and/or expand our existing hospital, health system and clinical practice relationships and form new onestransaction. ~~We believe this is critical as hospitals and health systems seek to expand their service offerings and as the broader healthcare market seeks new solutions to operate more efficiently.~~

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8Strengthen and Broaden Relationships With Our Partners. By managing many of the operational challenges associated with physician practices, encouraging clinical research, education, quality, and safety initiatives, and promoting timely intervention by our physicians, we believe that our business model is focused on improving the quality of care delivered to patients, promoting the appropriate length of their hospital stays and optimizing efficient use of health system resources. We believe that referring and collaborating physicians, hospitals, third-party payors and patients all benefit to the extent that we are successful in implementing our business model. In addition, we will concentrate efforts to become more responsive and proactive in strengthening and supporting our existing hospital and clinical practice relationships, as well as establishing new partnerships to expand the scope of our hospital-based, maternal-fetal medicine, hearing screening, and telehealth services that we provide. We focus our efforts in this area using a market-based approach and in each geographic area where we operate, we consider how we can solidify and/or expand our existing hospital, health system and clinical practice relationships and form new

We also believe one of the greatest predictors of success in our partnerships at the hospital and health system level is a high degree of strategic alignment between our clinical leaders and our partners. This requires our clinicians to hone a skill set beyond just the practice of medicine. To this end, we maintain a Clinical Leadership Development Program where our affiliated clinicians from across the organization participate virtually and in person in a variety of leadership workshops to provide them with the best tools to foster positive productive relationships with our valued partners.8

~~CLINICAL~~ones. ~~RESEARCH,~~We ~~EDUCATION,~~believe ~~QUALITY~~this ~~AND~~is ~~SAFETY~~critical as hospitals and health systems seek to expand their service offerings and as the broader healthcare market seeks new solutions to operate more efficiently.

AsCLINICAL ~~part of our patient focus and ongoing commitment to improving patient care through evidence-based medicine~~RESEARCH, ~~we engage in clinical research~~EDUCATION, ~~continuous~~QUALITY ~~quality~~AND improvement, safety and education initiatives. Our goal is to discover, understand and teach healthcare practices that enhance the abilities of clinicians to deliver quality care, thereby contributing to better patient outcomes and reduced long-term health care costs. These initiatives benefit our patients, clinicians, referring and collaborating physicians, hospital partners and third-party payors. Our goal is to enhance the value of our services, attract new and retain high-quality clinicians, improve clinical operations and enhance practice communication. SAFETY

~~Clinical~~As ~~Research.~~part Weof ~~conduct~~our ~~clinical~~patient ~~research~~focus toand ~~discover~~ongoing ~~ways~~commitment to ~~improve~~improving ~~clinical~~patient care ~~for~~through ~~our~~evidence-based ~~patients.~~medicine, Wewe ~~share~~engage ~~our discoveries throughout the medical community by publishing our observations~~ in ~~peer-reviewed~~clinical ~~medical journals. To help facilitate and support~~ research ~~efforts~~, ~~Pediatrix~~continuous ~~has~~quality aimprovement, ~~Research~~safety ~~Advisory~~and ~~Committee~~education ~~(“RAC”)~~initiatives. ~~The~~Our goal ~~of the RAC~~ is to ~~design~~discover, ~~implement~~understand and ~~maintain~~teach ahealthcare ~~program~~practices ~~for~~that ~~clinical~~enhance ~~research~~the ~~oversight~~abilities ~~and~~of ~~support that enables~~ our ~~practices~~clinicians to ~~conduct~~deliver ~~research~~the ~~that~~highest isquality ~~safe~~care, ~~effective,~~thereby ~~financially~~contributing ~~viable~~to ~~and~~better ~~legally~~patient ~~compliant.~~outcomes, ~~The~~a ~~RAC’s~~better ~~multi-disciplinary~~patient ~~approach~~experience ~~involves~~and ~~the~~reduced ~~collaboration~~long-term ofhealth ~~both~~care ~~clinical~~costs. ~~and~~These ~~business~~initiatives ~~professionals,~~benefit ~~including~~our ~~finance~~patients, ~~legal~~clinicians, referring and ~~compliance.~~collaborating ~~With~~physicians, ~~participating~~hospital ~~clinicians~~partners ~~located~~and ~~throughout~~third-party ~~the~~payors. ~~country,~~Our ~~the~~goal ~~RAC~~is ~~supports~~to aenhance ~~comprehensive~~the ~~scope~~value of ~~research~~our ~~efforts.~~services, ~~This~~attract ~~nationwide~~new ~~perspective~~and ~~allows~~retain ushigh-quality toclinicians, ~~better~~improve ~~anticipate~~clinical ~~future~~operations ~~needs~~ and ~~opportunities~~enhance practice communication.

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~~Quality~~Clinical Research. We conduct clinical research to discern ways to improve clinical care for our patients and ~~Safety~~for the specialty of neonatology. ~~Through~~We share our discoveries throughout the ~~leadership~~medical ofcommunity by presenting at local, regional, national and international conferences as well as publishing our ~~affiliated~~observations ~~clinicians~~in peer-reviewed medical journals. To help facilitate and support research efforts, we have ~~cultivated~~ a ~~culture~~Research ofAdvisory ~~continuous~~Committee ~~quality~~(“RAC”) ~~improvement~~with ~~and~~a ~~safety~~goal to design, ~~which~~implement isand ~~the~~maintain ~~cornerstone~~a ofprogram ~~our~~for ~~success~~clinical research oversight and ~~helps~~support usthat enables our practices to ~~fulfill~~conduct ~~our~~research ~~mission~~that is safe, effective, financially viable and legally compliant. ~~Our~~ ~~team~~The RAC’s multi-disciplinary approach involves the collaboration of both clinical ~~experts~~and ~~leads~~business professionals, including finance, legal and ~~provides~~compliance. ~~oversight~~With participating clinicians located throughout the country, the RAC supports a comprehensive scope of ~~national~~research ~~quality~~efforts. ~~and~~This ~~safety~~broad ~~programs~~perspective ~~across~~allows ~~various~~us ~~specialties~~to better anticipate future needs and ~~subspecialties~~opportunities.

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~~Continuous~~ Quality ~~Improvement~~and ~~(“CQI”)~~Safety. ~~CQI~~Through ~~initiatives~~the ~~are~~leadership ~~important~~of ~~for~~ our ~~clinicians.~~affiliated ~~We provide our~~ clinicians, ~~with~~we ~~the~~have ~~opportunity~~cultivated toa ~~collaborate~~culture ~~and~~of ~~share~~continuous ~~best~~quality ~~practices~~improvement and ~~facilitate access to valuable information~~safety, ~~resources,~~which ~~and~~is ~~professional~~the ~~development~~cornerstone ~~tools.~~of ~~Our~~our ~~affiliated~~success ~~clinicians can identify areas for improvement,~~ and ~~then~~helps ~~systematically~~us ~~monitor,~~to ~~study,~~fulfill ~~learn,~~our ~~and~~mission ~~implement~~to ~~change.~~“Take ~~Complex~~great ~~initiatives~~care ~~are~~of ~~derived~~the ~~and based on our long-standing CQI efforts~~patient, ~~our~~every ~~value-based~~day ~~care initiatives,~~ and ~~various~~in ~~clinical~~every ~~quality collaboratives~~wayTM”. Our ~~quality~~team ~~metrics~~of ~~include~~clinical ~~standard~~experts ~~clinical~~leads ~~outcome~~and ~~reporting,~~provides ~~trend~~oversight ~~analysis~~of ~~and~~national ~~threshold~~quality ~~performance,~~and ~~which~~safety ~~are~~programs ~~provided~~across tovarious ~~our~~specialties ~~affiliated~~and ~~clinicians~~subspecialties.

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~~Patient~~Continuous ~~Safety~~Quality ~~Organization~~Improvement (“~~PSO~~CQI”). WeCQI ~~have~~initiatives aare ~~federally-listed~~important ~~PSO,~~for ~~the mission of which is to improve the quality and safety of care rendered by~~ our ~~clinical providers through the collection and analysis of quality data~~clinicians. AsWe aprovide ~~federally-listed PSO,~~ our ~~mission~~clinicians towith ~~improve~~ the ~~safety~~opportunity ofto ~~care~~collaborate, ~~rendered~~share ~~is supported by the dissemination of~~ best practices ~~information~~ and ~~implementation~~facilitate ofaccess ~~patient~~to ~~safety~~valuable ~~programs. We~~information, ~~endorse~~resources, ~~High~~and ~~Reliability~~professional ~~Organization~~development ~~(“HRO”)~~tools. ~~concepts~~Our toaffiliated ~~provide~~clinicians ~~“Just~~can ~~Culture”~~identify ~~training~~areas tofor ~~our~~improvement, ~~clinicians.~~and ~~The~~then ~~approach~~systematically ~~has~~monitor, ~~been~~study, ~~customized~~learn, toand ~~meet~~implement ~~our~~change. ~~affiliated~~Complex ~~physician~~initiatives ~~practices’~~are ~~needs~~derived and is based on ~~principles~~our ~~outlined~~long-standing byCQI ~~the~~efforts, ~~Agency~~our ~~for~~value-based ~~Healthcare~~care ~~Research~~initiatives, and ~~Quality~~various ~~(“AHRQ”),~~clinical ~~Institute~~quality ~~for~~collaboratives. ~~Healthcare~~Our ~~Improvement,~~quality ~~National~~metrics ~~Patient~~include ~~Safety~~standard ~~Foundation~~clinical ~~and~~outcome ~~Team STEPPS~~reporting, ~~the~~trend ~~teamwork~~analysis ~~system~~and ~~developed~~threshold byperformance, ~~the~~which ~~AHRQ~~are ~~and~~provided ~~the~~to ~~Department~~our ofaffiliated ~~Defense~~clinicians.

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~~Education~~Patient Safety Organization (“PSO”). We ~~provide~~have ~~continuing~~a ~~medical~~federally-listed ~~and~~PSO, ~~nursing~~the ~~education~~mission of which is to improve the quality and safety of care rendered by our ~~affiliated~~clinical ~~clinicians~~providers tothrough ~~ensure~~the ~~that~~collection ~~they~~and ~~have~~analysis ~~access~~of toquality ~~current~~data. ~~treatment~~As ~~methodologies~~a federally-listed PSO, ~~national~~our mission to improve the safety of care rendered is supported by the dissemination of best practices, information and ~~evidence-based~~implementation ~~guidelines~~of patient safety programs. We endorse High Reliability Organization (“HRO”) concepts to provide “Just Culture” training to our clinicians. The ~~Pediatrix~~approach ~~Center~~has ~~for~~been ~~Research,~~customized ~~Education,~~to ~~Quality~~meet ~~and~~our ~~Safety~~affiliated physician practices’ needs and is ~~accredited~~based on principles outlined by the ~~Accreditation~~Agency ~~Council~~ for ~~Continuing~~Healthcare ~~Medical~~Research ~~Education~~ and ~~accredited~~Quality by(“AHRQ”), ~~the~~Institute ~~American~~for ~~Nurses~~Healthcare ~~Credentialing~~Improvement, ~~Center’s~~National ~~Commission~~Patient onSafety ~~Accreditation.~~Foundation Asand anTeam ~~accredited~~STEPPS, ~~provider~~the ofteamwork ~~continuing~~system ~~medical~~developed by the AHRQ and the Department of Defense.

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9Education. We provide continuing medical and nursing education to our affiliated clinicians to ensure that they have access to current treatment methodologies, national best practices, and evidence-based guidelines and also provide continuing medical education to external clinicians. The Pediatrix Center for Research, Education, Quality and Safety is accredited by the Accreditation Council for Continuing Medical Education and the American Nurses Credentialing Center’s Commission on Accreditation. As an accredited provider of continuing medical and nursing education, we offer a variety of live and online high quality educational credit opportunities that can be accessed on demand by our providers and are in

and nursing education, we offer a variety of live and online educational credit opportunities that can be accessed on demand by our providers and are in synergy with latest research publications and healthcare industry standards. We are continually expanding our learning materials to new subspecialties. In addition, each year, thousands of healthcare providers worldwide take advantage of educational programs hosted by Pediatrix. We believe that the number of clinicians both nationally and internationally who participate in these activities is evidence of the depth and breadth of our clinical expertise and position as an industry leader.9

~~Innovation.~~synergy Wewith ~~believe~~latest ~~collaborative innovation is a pathway towards excellence in~~ research, ~~education,~~publications ~~quality~~ and ~~safety.~~healthcare ~~Because~~industry ofstandards. ~~the~~In ~~critical~~addition, ~~role~~each ~~innovation plays~~year, ~~our~~thousands ~~team~~of ~~strives~~healthcare toproviders ~~integrate~~worldwide ~~the~~take ~~latest~~advantage ~~technological~~of ~~advances,~~educational ~~artificial~~programs orhosted ~~augmented~~by ~~intelligence, genomics and mobile applications into everyday care~~Pediatrix. ~~Telehealth~~We ~~and~~believe ~~mobile~~that ~~health,~~the ~~virtual~~number ~~reality, point-~~of~~-care~~ ~~diagnostics~~clinicians ~~and~~both ~~advanced~~nationally ~~data~~and ~~analytics~~internationally ~~are~~who ~~currently~~participate ~~shaping~~in ~~the~~these ~~future~~activities ~~of medicine. Our team~~ is ~~actively~~evidence ~~engaged~~of ~~in integrating~~ the ~~latest~~depth ~~innovations~~and ~~that~~breadth ~~can~~of ~~optimize~~our clinical ~~care~~expertise ~~delivery~~ and ~~augment~~position ~~our~~as ~~clinical~~an ~~research~~industry ~~initiatives with the goal of further optimizing patient outcomes~~leader.

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Innovation. We believe ~~that~~collaborative ~~these~~innovation ~~initiatives~~is ~~have~~a ~~been~~pathway ~~enhanced~~towards byexcellence ~~our~~in ~~integrated~~research, ~~national~~education, ~~presence~~quality ~~together~~and ~~with~~safety. Because of the critical role innovation plays, our ~~clinical~~team strives to integrate the latest technological advances, artificial or augmented intelligence and ~~management~~mobile ~~information~~applications ~~systems~~into everyday care. Telehealth and mobile health, ~~which~~virtual reality, point-of-care diagnostics and advanced data analytics are ancurrently ~~integral~~shaping ~~component~~the future of medicine. Our team is actively engaged in integrating the latest innovations that can optimize clinical care delivery and augment our clinical research ~~and~~initiatives ~~education~~with ~~activities.~~the ~~See~~goal ~~“Our~~of ~~Information~~further ~~Systems.”~~optimizing patient outcomes.

~~OUR~~We ~~INFORMATION~~believe ~~SYSTEMS~~that these initiatives have been enhanced by our integrated national presence together with our clinical and management information systems, which are an integral component of our clinical research and education activities. See “Our Information Systems.”

WeOUR ~~maintain~~INFORMATION ~~several information systems that support our day-to-day operations, ongoing clinical initiatives and business analysis.~~ SYSTEMS

~~BabySteps®.~~We ~~BabySteps~~maintain isseveral ainformation ~~clinical~~systems ~~electronic~~that ~~documentation~~support ~~system used by~~ our ~~affiliated neonatal physicians and other clinicians~~ day-to-day record clinical progress notes and certain laboratory reports and to provide them with a decision tree to assist them in certain situations with the selection of appropriate billing codes. During 2024operations, weongoing ~~focused on advancing the efficiency of~~ clinical ~~documentation,~~initiatives ~~integration~~ and ~~interoperability,~~business ~~introducing new billing capabilities, and advancing the security posture of the BabySteps platform~~analysis. We added new personalization features and practice specific templates to enhance and streamline the clinician experience and decrease clinician documentation burden, as well as hundreds of new integrations with hospital partners designed to increase workflow efficiency, decrease data entry errors, and advance our interoperability capabilities. We created two new modules, Newborn Express and Neo Express, to support charge capture and streamlined documentation of newborn and neonatology services, reducing the number of applications in use by clinicians, allowing for a simplified clinician experience and practice/organizational cost savings. In 2024, we received our initial HITRUST recognition for the BabySteps platform, validating our security posture both internally and with our external hospital partners. HITRUST is considered the gold standard for healthcare data security and compliance and is a certification that many of our hospital partners asked us to pursue. We believe HITRUST certification not only enhances our credibility in the industry, but also strengthens our commitment to protecting our patients’ data.

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~~Clinical Data Warehouse~~BabySteps®. BabySteps ~~Cloud~~is ~~enables~~a clinical electronic documentation system used by our affiliated ~~physician~~neonatal ~~practices~~physicians and other clinicians to ~~capture~~record clinical progress notes and findings and to provide them with a ~~consistent~~decision ~~set~~tree to assist them in certain situations with the selection of ~~clinical~~appropriate ~~information~~billing ~~about~~codes. During the ~~patients~~past tofew ~~whom~~years, we ~~provide~~focused ~~care~~on advancing the efficiency of clinical documentation, integration and interoperability, introducing new billing capabilities, and advancing the security posture of the BabySteps platform. We ~~de-identify~~added new personalization features and ~~transfer~~practice ~~data~~specific ~~from~~templates to enhance and streamline the ~~clinical~~clinician experience and decrease clinician documentation ~~that~~burden, ~~resides~~as inwell ~~BabySteps~~as hundreds of new integrations with hospital partners designed to ~~our~~increase ~~“clinical~~workflow efficiency, decrease data ~~warehouse”~~entry ~~that~~errors, ~~since~~and ~~inception~~advance ~~has~~our ~~accumulated~~interoperability ~~clinical~~capabilities. ~~information~~In onaddition, ~~more~~we ~~than~~have ~~2.0~~enabled ~~million~~inbound ~~patients~~admissions, discharge and ~~approximately~~transfer 35interfaces ~~million~~for ~~patient~~the ~~days.~~majority ~~With~~of ~~comprehensive~~our ~~reporting~~BabySteps ~~tools~~sites, ~~our~~allowing ~~physicians~~for ~~can~~a ~~use~~streamlined ~~this~~registration ~~information~~process. We tocreated ~~benchmark~~two ~~outcomes~~new modules, ~~enhance~~Newborn ~~clinical~~Express ~~decision-making~~and Neo Express, to support charge capture and ~~advance~~streamlined ~~best~~documentation ~~practices~~of atnewborn and neonatology services, reducing the ~~bedside.~~number ~~Using~~of applications in use by clinicians, allowing for a ~~variety~~simplified ofclinician ~~clinical~~experience ~~performance~~and ~~markers~~practice/organizational cost savings. In 2024, we received our ~~de-identified~~initial HITRUST recognition for the BabySteps platform, validating our security posture both internally and with our external hospital partners. HITRUST is considered the gold standard for healthcare data ~~warehouse~~security ~~also~~and ~~helps~~compliance and is a certification that many of our hospital partners asked us ~~track~~to ~~medication~~pursue. ~~and~~We ~~procedure~~believe ~~interactions~~HITRUST certification not only enhances our credibility in the industry, ~~link~~but ~~treatments~~also strengthens our commitment to ~~outcomes~~protecting our patients’ data. In 2025, we continued the interim assessment and ~~identify~~gap ~~opportunities~~analysis tofor ~~enhance~~the ~~patient~~next ~~outcomes.~~HITRUST phase.

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~~pMD~~Clinical ~~Charge~~Data ~~Capture~~Warehouse. ~~Our~~BabySteps ~~electronic~~Cloud ~~charge~~enables our affiliated physician practices to capture ~~system~~a isconsistent ~~used~~set of clinical information about the patients to ~~code~~whom we provide care. We de-identify and ~~bill~~transfer ~~for~~data ~~pediatric~~from ~~intensive~~the ~~care~~clinical ~~clinicians,~~documentation ~~hospitalists~~that resides in BabySteps to our “clinical data warehouse” that since inception has accumulated clinical information on more than 2.1 million patients and approximately 37 million patient days. With comprehensive reporting tools, ~~other~~our ~~hospital~~physicians ~~providers~~can use this information to benchmark outcomes, asenhance ~~well~~clinical asdecision-making ~~all~~and ~~hospital~~advance ~~services~~best ~~delivered~~practices byat the bedside. Using a variety of clinical performance markers, our ~~ambulatory~~de-identified ~~providers.~~data Wewarehouse also ~~use~~helps ~~administrative~~us ~~data~~track ~~derived~~medication ~~from~~and ~~this~~procedure ~~system~~interactions, tolink ~~drive~~treatments ~~quality~~to ~~assurance~~outcomes and ~~quality~~identify ~~improvement~~opportunities ~~programs~~to enhance patient outcomes.

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10pMD Charge Capture. Our electronic charge capture system is used to code and bill for pediatric intensive care clinicians, hospitalists, other hospital providers, as well as all hospital services delivered by our ambulatory providers. We also use administrative data derived from this system to drive quality assurance and quality improvement programs.

Nextgen®. We have licensed the Nextgen Electronic Health Record (“EHR”) and Practice Management (“PM”), an integrated product line for our affiliated office-based physicians and other clinicians to record patient clinical documentation and manage the full revenue cycle. This product line provides additional benefits to our office-based practices, including clinical decision trees to assist physicians with the selection of compliant billing codes, medication management (including electronic prescription of controlled substance and prescription drug monitoring programs), promotion of consistent documentation, patient engagement tools, virtual visits and telemedicine tools, Artificial intelligence tools for streamlined clinician documentation, and data for research and education. We continue to evolve the NextGen EHR and PM to respond to regulatory updates and our evolving office-based services landscape. 10

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~~Our~~Nextgen®. ~~management~~We ~~information~~have ~~systems~~licensed ~~are~~the ~~also~~Nextgen Electronic Health Record (“EHR”) and Practice Management (“PM”), an ~~integral~~integrated ~~element~~product ofline ~~the~~for ~~billing~~our affiliated ambulatory physicians and ~~reimbursement~~other ~~process.~~clinicians Weto ~~maintain~~record ~~systems~~patient ~~that~~clinical ~~provide~~documentation ~~for~~and ~~electronic~~manage ~~data~~the ~~interchange~~full ~~with~~revenue ~~payors~~cycle. ~~that~~This ~~accept~~product ~~electronic~~line ~~submissions~~provides additional benefits to our ambulatory practices, including ~~electronic~~clinical ~~claims~~decision ~~submission,~~trees ~~insurance~~to ~~benefits~~assist ~~verification~~physicians ~~and~~with ~~claims~~the ~~processing~~selection ~~and~~of ~~remittance~~compliant ~~advice~~billing codes, ~~which~~medication ~~enable~~management us(including toelectronic ~~track~~prescription ~~numerous~~of controlled substance and ~~diverse~~prescription ~~third-party~~drug ~~payor~~monitoring ~~relationships~~programs), ~~and~~promotion ~~payment~~of ~~methods.~~consistent ~~Our~~documentation, ~~information~~patient ~~systems~~engagement ~~provide~~tools, ~~scalability~~virtual visits and ~~flexibility~~telemedicine astools, ~~payor~~Artificial ~~groups~~intelligence ~~upgrade~~tools ~~their~~for ~~payment~~streamlined ~~and~~clinician ~~reimbursement~~documentation, ~~systems.~~a Wenew ~~continually~~referral ~~seek~~management ~~improvements~~template, toand ~~our~~data ~~systems~~for research and education. We continue to ~~expedite~~evolve the ~~overall~~NextGen ~~process,~~EHR ~~streamline~~and ~~information~~PM ~~gathering~~to ~~from~~respond ~~our~~to ~~clinical~~regulatory ~~systems~~updates and ~~improve~~our ~~efficiencies~~evolving inambulatory ~~the~~services ~~reimbursement process~~landscape.

WeOur ~~maintain~~management ~~additional~~ information systems ~~designed~~are toalso ~~improve~~an ~~operating~~integral ~~efficiencies~~element of ~~our~~the ~~affiliated~~billing ~~practice~~and ~~groups,~~reimbursement ~~reduce~~process. ~~physicians’~~We ~~paperwork~~maintain ~~requirements~~systems ~~and~~that ~~facilitate~~provide ~~interaction~~for ~~among~~electronic ~~our~~data ~~affiliated~~interchange ~~physicians~~with ~~and~~payors ~~their~~that ~~colleagues~~accept ~~regarding~~electronic ~~patient~~submissions, ~~care~~including ~~issues.~~electronic ~~Following~~claims ~~the~~submission, ~~acquisition~~insurance ofbenefits averification ~~physician~~and ~~practice~~claims ~~group,~~processing weand ~~implement~~remittance ~~systematic~~advice, ~~procedures~~which enable us to ~~improve~~track ~~the~~numerous ~~acquired~~and ~~group’s~~diverse ~~operating~~third-party payor relationships and ~~financial~~payment ~~performance~~methods. ~~One~~Our ofinformation ~~our~~systems ~~first~~provide ~~steps~~scalability isand toflexibility ~~convert~~as apayor ~~newly~~groups ~~acquired~~upgrade ~~group~~their topayment ~~our~~and ~~broad-based~~reimbursement ~~management information system~~systems. We ~~also~~continually ~~maintain~~seek aimprovements ~~database~~to ~~management~~our ~~system~~systems to ~~assist~~expedite ~~our~~the ~~business~~overall ~~development~~process, ~~and~~streamline ~~recruiting~~information ~~departments~~gathering tofrom ~~identify~~our ~~potential~~clinical ~~practice~~systems ~~group~~and ~~acquisitions~~improve ~~and~~efficiency ~~physician~~in ~~candidates.~~the reimbursement process.

~~PHYSICIAN~~We ~~PRACTICE~~maintain ~~GROUP~~additional ~~ADMINISTRATION~~information systems designed to improve operating efficiencies of our affiliated practice groups, reduce physicians’ paperwork requirements and facilitate interaction among our affiliated physicians and their colleagues regarding patient care issues. Following the acquisition of a physician practice group, we implement systematic procedures to improve the acquired group’s operating and financial performance. One of our first steps is to convert a newly acquired group to our broad-based management information system. We also maintain a database management system to assist our business development and recruiting departments to identify potential practice group acquisitions and physician candidates.

WePHYSICIAN ~~provide~~PRACTICE ~~multiple~~GROUP ~~administrative services to support the practice of medicine by our affiliated physicians and strive to improve operating efficiencies of our affiliated physician practice groups.~~ ADMINISTRATION

~~Unit~~We ~~Management.~~provide Amultiple ~~senior~~administrative ~~physician~~services ~~practicing~~to ~~medicine~~support ~~in each physician specialty or subspecialty practice that we manage acts as~~ the ~~medical director for that~~ practice. ~~Each medical director is responsible for the overall management~~ of ~~his~~medicine orby ~~her~~our ~~practice,~~affiliated ~~including~~physicians ~~staffing~~ and ~~scheduling,~~strive ~~quality~~to ofimprove ~~care,~~operating ~~professional~~efficiencies ~~discipline,~~of ~~utilization~~our ~~review,~~affiliated ~~coordinating~~ physician ~~recruitment and monitoring the financial success within the~~ practice. ~~Medical directors also serve as a liaison with hospital administration, other physicians and the community~~groups.

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~~Staffing~~Unit ~~and Scheduling~~Management. WeA ~~assist~~senior ~~with~~physician ~~staffing~~practicing ~~and~~medicine ~~scheduling~~in ~~physicians~~each ~~and~~physician ~~advanced~~specialty or subspecialty practice ~~nurses~~that ~~within~~we manage acts as the ~~units~~medical ~~and~~director ~~practices~~for that ~~we manage~~practice. ~~For~~Each ~~example,~~medical ~~each~~director ~~NICU~~ is ~~staffed~~responsible byfor atthe ~~least~~overall ~~one~~management ~~specialist~~of onhis ~~site~~ or ~~available~~her onpractice, ~~call.~~including Westaffing ~~are~~and ~~responsible~~scheduling, ~~for~~quality ~~managing~~of ~~and~~care, ~~coordinating~~professional ~~the~~discipline, ~~process~~utilization ~~for~~review, ~~the~~coordinating ~~salaries~~physician ~~and~~recruitment ~~benefits paid~~ and ~~provided~~monitoring tothe ~~our~~financial ~~affiliated~~success ~~physicians~~within ~~and~~the ~~practitioners~~practice. InMedical ~~addition,~~directors wealso ~~employ,~~serve ~~compensate~~as ~~and~~a ~~manage~~liaison ~~all~~with ~~non-medical~~hospital ~~personnel~~administration, ~~for~~other ~~our~~physicians ~~affiliated~~and ~~physician~~the ~~practices~~community.

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~~Recruiting~~Staffing and ~~Credentialing~~Scheduling. We ~~have~~assist ~~significant~~with ~~experience~~staffing ~~in locating, qualifying, recruiting,~~ and ~~retaining~~scheduling ~~experienced~~ physicians. Weand ~~maintain~~advanced anpractice ~~extensive~~nurses ~~nationwide~~within ~~database~~the ofunits ~~neonatologists, maternal-fetal medicine physicians,~~ and ~~other~~practices ~~pediatric~~that ~~subspecialty~~we ~~physicians~~manage. ~~Our~~For ~~medical~~example, ~~directors~~each ~~and~~NICU ~~physician~~is ~~leaders~~staffed ~~play~~by aat ~~central~~least ~~role~~one inspecialist ~~the~~on ~~recruiting~~site ~~and~~or ~~interviewing~~available ~~process~~on ~~before~~call. ~~candidates~~We are ~~introduced~~responsible tofor ~~other~~managing ~~practice group physicians~~ and ~~hospital~~coordinating ~~administrators.~~the Weprocess ~~verify~~for the ~~credentials,~~salaries ~~licenses~~ and ~~references~~benefits ofpaid ~~all~~and ~~prospective~~provided to our affiliated ~~physician~~physicians ~~candidates~~and practitioners. In addition ~~to our database of physicians~~, we ~~recruit~~employ, ~~nationally~~compensate ~~through~~and ~~trade~~manage ~~advertising,~~all ~~referrals~~non-medical ~~from~~personnel for our affiliated ~~physicians~~physician ~~and attendance at conferences~~practices.

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~~Billing~~Recruiting and Credentialing. We have significant experience in locating, ~~Collection~~qualifying, recruiting, and ~~Reimbursement~~retaining experienced physicians. We ~~assume~~maintain ~~responsibility~~an ~~for~~extensive ~~assisting~~nationwide ~~our~~database ~~affiliated~~of neonatologists, maternal-fetal medicine physicians, ~~with~~and ~~contracting~~other ~~with~~pediatric ~~third-party~~subspecialty ~~payors~~physicians. WeOur medical directors and physician leaders play a central role in the recruiting and interviewing process before candidates are ~~responsible~~introduced ~~for~~to ~~billing,~~other ~~collection~~practice group physicians and ~~reimbursement~~hospital ~~for~~administrators. ~~services~~We ~~rendered~~verify bythe ~~our~~credentials, licenses and references of all prospective affiliated ~~physicians~~physician candidates. In ~~all~~addition ~~instances,~~to ~~however~~our database of physicians, we dorecruit ~~not~~nationally ~~assume~~through ~~responsibility~~trade ~~for~~advertising, referrals from our affiliated physicians and attendance at conferences.

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11Billing, Collection and Reimbursement. We assume responsibility for assisting our affiliated physicians with contracting with third-party payors. We are responsible for billing, collection and reimbursement for services

charges relating to services provided by hospitals or other physicians with whom we collaborate. Such charges are separately billed and collected by the hospitals or other physicians. We provide our affiliated physicians and other clinicians with a training curriculum that emphasizes detailed documentation of and compliant coding protocols for all procedures performed and services provided, and we provide comprehensive internal auditing processes, all of which are designed to achieve compliant coding, billing and collection of revenue for physician services. We recently transformed our revenue cycle management function from an outsourced provider to a hybrid function that utilizes both our corporate personnel as well as one or more third-party service providers. See Item 1A. Risk Factors ─ “During 2024, we undertook a transformation of our revenue cycle management function from an outsourced provider to a hybrid function that utilizes both our corporate personnel as well as third-party service providers. Our failure to execute a hybrid revenue cycle management function efficiently and effectively may have a material impact on our business, financial condition, results of operations, cash flows and the trading price of our securities.”11

~~Risk~~rendered ~~Management~~by our affiliated physicians. In all instances, however, we do not assume responsibility for charges relating to services provided by hospitals or other physicians with whom we collaborate. Such charges are separately billed and collected by the hospitals or other physicians. We ~~maintain~~provide our affiliated physicians and other clinicians with a ~~risk~~training ~~management~~curriculum ~~program~~that ~~focused~~emphasizes ondetailed ~~reducing~~documentation ~~risk,~~of ~~including~~and ~~the~~compliant ~~identification~~coding protocols for all procedures performed and ~~communication~~services provided, and we provide comprehensive internal auditing processes, all of ~~potential~~which ~~risk~~are ~~areas~~designed to ~~our~~achieve ~~medical~~compliant ~~affairs~~coding, ~~staff~~billing and collection of revenue for physician services. We ~~maintain~~recently ~~professional~~transformed ~~liability~~our ~~coverage~~revenue ~~for~~cycle management function from an outsourced provider to a hybrid function that utilizes both our ~~national~~corporate ~~group~~personnel ofas ~~affiliated~~well ~~healthcare~~as ~~professionals~~one or more third-party service providers. ~~Through~~See ~~our~~Item ~~risk~~1A. ~~management~~Risk ~~and~~Factors ~~medical~~─ ~~affairs~~“During ~~staff~~2024, we ~~conduct~~undertook ~~risk~~a transformation of our revenue cycle management ~~programs~~function ~~for~~from ~~loss~~an ~~prevention~~outsourced ~~and~~provider ~~early~~to ~~intervention~~a inhybrid ~~order~~function that utilizes both our corporate personnel as well as third-party service providers. Our failure to ~~prevent~~execute ora ~~minimize~~hybrid ~~professional~~revenue ~~liability~~cycle ~~claims~~management function efficiently and effectively may have a material impact on our business, financial condition, results of operations, cash flows and the trading price of our securities.”

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~~Compliance~~Risk Management. We ~~provide~~maintain a ~~multi-faceted~~risk ~~compliance~~management program ~~that~~focused ison ~~designed~~reducing risk, including the identification and communication of potential risk areas to ~~assist~~our medical affairs staff. We maintain professional liability coverage for our national group of affiliated ~~practice~~healthcare ~~groups~~professionals. inThrough ~~understanding~~our risk management and ~~complying~~medical ~~with~~affairs ~~the~~staff, ~~increasingly~~we ~~complex~~conduct ~~laws,~~risk ~~rules~~management programs for loss prevention and ~~regulations~~early ~~that~~intervention ~~govern~~in ~~the~~order ~~provision~~to ofprevent ~~healthcare~~or ~~services.~~minimize professional liability claims.

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~~Other Services~~Compliance. We ~~also~~ provide ~~management~~a ~~information~~multi-faceted ~~systems,~~compliance ~~facilities~~program ~~management,~~that ~~legal~~is ~~support,~~designed ~~marketing~~to ~~support~~assist our affiliated practice groups in understanding and ~~other~~complying ~~services~~with tothe ~~our~~increasingly ~~affiliated~~complex ~~physicians~~laws, rules and ~~affiliated~~regulations ~~practice~~that ~~groups~~govern the provision of healthcare services.

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~~RELATIONSHIPS~~Other ~~WITH~~Services. ~~OUR~~We ~~PARTNERS~~also provide management information systems, facilities management, legal support, marketing support and other services to our affiliated physicians and affiliated practice groups.

~~Our~~RELATIONSHIPS ~~business~~WITH ~~model,~~OUR which has been influenced by the direct contact and daily interaction that our affiliated physicians have with their patients, emphasizes a patient-focused clinical approach that addresses the needs of our various “partners,” including hospitals, third-party payors, referring and collaborating physicians, affiliated physicians and, most importantly, our patients. PARTNERS

~~Hospitals~~Our business model, which has been influenced by the direct contact and ~~Other~~daily ~~Customers~~interaction that our affiliated physicians have with their patients, emphasizes a patient-focused clinical approach that addresses the needs of our various “partners,” including hospitals, third-party payors, referring and collaborating physicians, affiliated physicians and, most importantly, our patients.

~~Our relationships with our hospital partners and other customers are critical to our operations.~~ Hospitals ~~control access to their units through the awarding of contracts~~ and ~~hospital~~Other privileges. We have been retained by approximately 395 hospitals to staff and manage clinical activities within specific hospital-based units and other departments. Our affiliated physicians are important components of obstetric, pediatric and surgical services provided at hospitals. Our hospital-based focus enhances our relationships with hospitals and creates opportunities for our affiliated physicians to provide patient care in other areas of the hospital. For example, our physicians may provide care in emergency rooms, nurseries, intensive care units and other departments where access to specialized obstetric and pediatric care may be critical. Our hospital partners benefit from our expertise in managing critical care units and other settings staffed with physician specialists, including managing variable admission rates, operating costs, complex reimbursement systems and other administrative burdens. We work with our hospital partners to enhance their reputation and market our services to referring physicians within the communities served by those hospitals. In addition, our affiliated physicians work with our hospital partners to develop integrated services programs for solutions within the services we provide. Integrated programs provide our hospital partners and us with incremental growth and result in a broader spectrum of care across our specialties and permit us to extend our patient service lines into our existing markets. Our relationships with our hospital partners are continually evolving with the goal of being viewed by them as a solutions provider across all of our specialties.Customers

~~Under~~Our relationships with our hospital partners and other customers are critical to our operations. Hospitals control access to their units through the awarding of contracts ~~with~~and ~~hospitals,~~hospital weprivileges. We have ~~the~~been ~~responsibility~~retained by approximately 400 hospitals to staff and manage, inclinical ~~many~~activities ~~cases~~within ~~exclusively,~~specific ~~the~~hospital-based ~~provision~~units and other departments. Our affiliated physicians are important components of ~~physician~~obstetric, pediatric and surgical services ~~for~~provided at hospitals. Our hospital-based ~~units~~focus enhances our relationships with hospitals and creates opportunities for our affiliated physicians to provide patient care in other areas of the hospital. For example, ~~such~~our asphysicians ~~NICUs~~may provide care in emergency rooms, nurseries, intensive care units and other departments where access to specialized obstetric and pediatric care may be critical. Our hospital partners benefit from our expertise in managing critical care units and other settings staffed with physician specialists, including managing variable admission rates, operating costs, complex reimbursement systems and other administrative burdens. We ~~typically~~work ~~are~~with ~~responsible~~our ~~for~~hospital ~~billing~~partners ~~patients~~to ~~and~~enhance ~~third-party~~their ~~payors~~reputation ~~for~~and market our services ~~rendered~~to referring physicians within the communities served by those hospitals. In addition, our affiliated physicians ~~separately~~work with our hospital partners to develop integrated services programs for solutions within the services we provide. Integrated programs provide our hospital partners and us with incremental growth and result in a broader spectrum of care across our specialties and permit us to extend our patient service lines into our existing markets. Our relationships with our hospital partners are continually evolving with the goal of being viewed by them as a solutions provider across all of our specialties.

12Under our contracts with hospitals, we have the responsibility to manage, in many cases exclusively, the provision of physician services for hospital-based units, such as NICUs, and other hospital settings. We typically are

from other related charges billed by the hospital or other physicians to the same payors. Some of our hospital contracts require hospitals to pay us administrative fees. Some contracts provide for fees if the hospital does not generate sufficient patient volume in order to guarantee that we receive a specified minimum revenue level. We also receive fees from hospitals for administrative services performed by our affiliated physicians providing medical director services at the hospital. Administrative fees accounted for approximately 14% of our net revenue for 2024. Some of our contracts with hospitals require us to indemnify them and their affiliates for losses resulting from the negligence of our affiliated physicians. Our hospital contracts typically have terms of one to three years which can be terminated without cause by either party upon prior written notice, and renew automatically for additional terms of one to three years unless terminated early by any party. While we have in most cases been able to renew these arrangements, hospitals may cancel or not renew our arrangements, or reduce or eliminate our administrative fees in the future.12

~~Third~~responsible for billing patients and third-~~Party~~party ~~Payors~~payors for services rendered by our affiliated physicians separately from other related charges billed by the hospital or other physicians to the same payors. Some of our hospital contracts require hospitals to pay us administrative fees. Some contracts provide for fees if the hospital does not generate sufficient patient volume in order to guarantee that we receive a specified minimum revenue level. We also receive fees from hospitals for administrative services performed by our affiliated physicians providing medical director services at the hospital. Administrative fees accounted for approximately 14% of our net revenue for 2025. Some of our contracts with hospitals require us to indemnify them and their affiliates for losses resulting from the negligence of our affiliated physicians. Our hospital contracts typically have terms of one to three years which can be terminated without cause by either party upon prior written notice, and renew automatically for additional terms of one to three years unless terminated early by any party. While we have in most cases been able to renew these arrangements, hospitals may cancel or not renew our arrangements, or reduce or eliminate our administrative fees in the future.

~~Our relationships with government~~Third-~~sponsored~~Party or funded healthcare programs (“GHC Programs”), including Medicaid, and with managed care organizations and commercial health insurance payors are vital to our business. We seek to maintain professional working relationships with our third-party payors, streamline the administrative process of billing and collection, and assist our patients and their families in understanding their health insurance coverage and any balances due for co-payments, co-insurance, deductibles, or benefit limitations. In addition, through our quality initiatives and continuing research and education efforts, we have sought to enhance clinical care provided to patients, which we believe benefits third-party payors by contributing to improved patient outcomes and reduced long-term health system costs.Payors

WeOur ~~receive~~relationships ~~compensation~~with ~~for~~government-sponsored ~~professional~~or ~~services~~funded ~~provided~~healthcare byprograms ~~our~~(“GHC ~~affiliated~~Programs”), ~~physicians~~including Medicaid, and with managed care organizations and commercial health insurance payors are vital to ~~patients~~our ~~based~~business. ~~upon~~We ~~rates~~seek ~~for~~to ~~specific~~maintain ~~services~~professional ~~provided,~~working ~~principally~~relationships ~~from~~with our third-party payors., ~~Our~~streamline ~~billed~~the ~~charges~~administrative ~~are~~process ~~substantially~~of ~~the~~billing ~~same~~and ~~for~~collection, ~~all~~and ~~parties~~assist our patients and their families in aunderstanding ~~particular~~their ~~geographic~~health ~~area,~~insurance ~~regardless~~coverage ofand ~~the~~any ~~party~~balances ~~responsible~~due for ~~paying~~co-payments, ~~the~~co-insurance, ~~bill~~deductibles, ~~for~~or ~~our~~benefit ~~services~~limitations. In addition, ~~but~~through ~~the~~our ~~payments~~quality weinitiatives ~~receive~~and ~~vary~~continuing ~~among~~research ~~payors.~~and Aeducation ~~significant~~efforts, ~~portion~~we ofhave ~~our~~sought ~~net~~to ~~revenue~~enhance isclinical ~~received~~care ~~from~~provided ~~GHC~~to ~~Programs~~patients, ~~principally~~which ~~state~~we ~~Medicaid~~believe ~~programs.~~benefits third-party payors by contributing to improved patient outcomes and reduced long-term health system costs.

~~Medicaid~~We ~~programs,~~receive ~~which~~compensation ~~are jointly funded by the federal government and state governments, pay~~ for ~~medical~~professional ~~and health-related~~ services ~~for~~provided ~~certain~~by ~~categories~~our ofaffiliated ~~individuals~~physicians ~~and~~to ~~families~~patients ~~generally~~based ~~who~~upon ~~have~~rates ~~low incomes or disabilities. Medicaid programs can be either standard fee-~~for~~-service~~ ~~payment~~specific ~~programs~~services orprovided, ~~managed~~principally ~~care~~from ~~programs in which states have contracted with health insurance companies to run local or state~~third-~~wide~~party ~~health plans with features similar to health maintenance organizations~~payors. Our ~~compensation~~billed ~~rates~~charges ~~under~~are ~~standard~~substantially ~~fee-for-service~~the ~~Medicaid~~same ~~programs~~for ~~are~~all ~~established~~parties byin ~~state~~a ~~governments~~particular ~~and~~geographic ~~are~~area, ~~not~~regardless ~~negotiated.~~of ~~Although~~the ~~Medicaid~~party ~~rates~~responsible ~~vary~~for ~~across~~paying the ~~states,~~bill ~~these~~for ~~rates~~our ~~are~~services, ~~generally~~but ~~much~~the ~~lower~~payments inwe ~~comparison~~receive tovary ~~private-sector~~among ~~health plan rates~~payors. ~~Rates~~A ~~under~~significant ~~Medicaid~~portion ~~managed~~of ~~care~~our ~~programs~~net ~~typically~~revenue ~~are~~is ~~negotiated~~received ~~but~~from ~~are~~GHC ~~also~~Programs, ~~generally~~principally ~~much~~state ~~lower~~Medicaid ~~in comparison to private-sector health plan rates~~programs.

~~The~~Medicaid ~~Patient~~programs, ~~Protection~~which ~~and~~are ~~Affordable~~jointly ~~Care~~funded ~~Act, as amended~~ by the ~~Health~~federal ~~Care~~government and ~~Education~~state ~~Reconciliation Act of 2010 (collectively~~governments, ~~the~~pay ~~“ACA”)~~for ~~allows~~medical ~~states~~and tohealth-related ~~expand~~services ~~their~~for ~~Medicaid~~certain ~~programs~~categories toof ~~enroll more~~ individuals ~~through~~and ~~federal~~families ~~payments~~generally ~~that~~who ~~fund~~have ~~most~~low ofincomes ~~the~~or ~~cost~~disabilities. ~~of increasing the~~ Medicaid ~~eligibility~~programs ~~income~~can ~~limit~~be ~~from~~either astandard ~~state’s~~fee-for-service ~~historical~~payment ~~eligibility~~programs ~~levels~~or tomanaged ~~133%~~care ofprograms ~~the~~in ~~federal~~which ~~poverty level. As of December 31, 2024, 40~~ states ~~and~~have ~~the~~contracted ~~District~~with ofhealth ~~Columbia~~insurance ~~have~~companies ~~expanded Medicaid eligibility~~ to ~~cover~~run ~~this~~local ~~additional~~or ~~low~~state-~~income~~wide ~~patient~~health ~~population~~plans ~~(including~~with ~~states~~features ~~that~~similar ~~have adopted but not yet implemented expansion and those that are using an alternative approach~~ to ~~eligibility~~health ~~expansion)~~maintenance ~~and other states are considering such expansion~~organizations. ~~All~~Our ofcompensation ~~the~~rates ~~states~~under instandard ~~which~~fee-for-service weMedicaid ~~operate,~~programs ~~however,~~are ~~already~~established ~~cover~~by ~~children in the first year of life and pregnant women if their household income is at or below 133% of the federal poverty level, and some states offer expanded coverage, with~~ state ~~eligibility~~governments ~~thresholds that may range from 133% to 400% of the federal poverty level based on a combination of federal mandates~~ and ~~voluntary~~are ~~state~~not ~~expansions~~negotiated. InAlthough ~~light~~Medicaid ofrates ~~changes~~vary toacross the ~~ACA~~states, ~~some of~~ these ~~states~~rates ~~may~~are ~~eliminate,~~generally ~~reduce~~much orlower ~~otherwise~~in ~~modify~~comparison ~~expanded~~to ~~enrollment~~private-sector ~~eligibility.~~health ~~See~~plan ~~Item 1A~~rates. ~~Risk~~Rates ~~Factors~~under ~~─ “State budgetary constraints and the uncertainty over the future of~~ Medicaid ~~could~~managed ~~have~~care anprograms ~~adverse~~typically ~~effect~~are onnegotiated ~~our~~but ~~reimbursement~~are ~~from~~also ~~Medicaid~~generally ~~programs”~~much ~~and~~lower ~~“Potential~~in ~~healthcare~~comparison ~~reform~~to ~~efforts~~private-sector ~~may~~health ~~have~~plan ~~a significant effect on our business~~rates.”

InThe ~~order~~Patient Protection and Affordable Care Act, as amended by the Health Care and Education Reconciliation Act of 2010 (collectively, the “ACA”) allows states to ~~participate~~expand intheir ~~GHC~~Medicaid ~~Programs~~programs to enroll more individuals through federal payments that fund most of the cost of increasing the Medicaid eligibility income limit from a state’s historical eligibility levels to 133% of the federal poverty level. As of December 31, 2025, 40 states and the District of Columbia have expanded Medicaid eligibility to cover this additional low-income patient population (including states that have adopted but not yet implemented expansion and those that are using an alternative approach to eligibility expansion) and other states are considering such expansion. All of the states in which we operate, however, already cover children in the first year of life and ~~our~~pregnant ~~affiliated~~women ~~physician~~if ~~practices~~their ~~must~~household ~~comply~~income is at or below 133% of the federal poverty level, and some states offer expanded coverage, with ~~stringent~~state eligibility thresholds that may range from 133% to 400% of the federal poverty level based on a combination of federal mandates and ~~often~~voluntary ~~complex~~state ~~standards~~expansions. In light of changes to the ACA, ~~including~~some of these states may eliminate, reduce or otherwise modify expanded enrollment eligibility. See Item 1A. Risk Factors ─ “State budgetary constraints and the uncertainty over the future of Medicaid could have an adverse effect on our reimbursement ~~requirements.~~from ~~Different~~Medicaid ~~states~~programs” ~~also~~and ~~impose~~“Potential healthcare reform efforts may have a significant effect on our business.”

13In order to participate in GHC Programs, we and our affiliated physician practices must comply with stringent and often complex standards, including enrollment and reimbursement requirements. Different states also impose

~~varying standards for their Medicaid programs. See “Government Regulation—Government Regulatory Requirements.”~~13

Wevarying ~~also~~standards receive compensation pursuant to contracts with commercial payors that offer a wide variety of health insurance products, such as health maintenance organizations, preferred provider organizations and exclusive provider organizations that are subject to various state laws and regulations, as well as employer-sponsored coverage subject to federal Employee Retirement Income Security Act (“ERISA”) requirements. We seek to secure mutually agreeable contracts with payors that enable our affiliated physicians to be listed as in-network participants within the payors’ provider networks. We generally contract with commercial payors through our affiliated professional contractors. Subject to applicable laws, rules and regulations, the terms, conditions and compensation rates of our contracts with commercial third-party payors are negotiated and often vary across markets and among payors. In some cases, we contract with organizations that establish and maintain provider networks and then rent or lease such networks to the actual payor. Our contracts with commercial payors typically provide for ~~discounted~~their ~~fee-for-service~~Medicaid ~~arrangements~~programs. ~~Our~~See ~~contracts~~“Government ~~with~~Regulation—Government ~~commercial~~Regulatory ~~payors typically also grant each party the right to terminate the contracts without cause upon prior written notice and various notice periods~~Requirements. ”

IfWe wealso doreceive ~~not~~compensation ~~have~~pursuant ato ~~contractual~~contracts ~~relationship~~ with commercial payors that offer a wide variety of health insurance ~~payor~~products, wesuch ~~generally~~as ~~bill~~health ~~the~~maintenance ~~payor~~organizations, ~~our~~preferred ~~full~~provider ~~billed~~organizations ~~charges.~~and Ifexclusive ~~payment~~provider isorganizations ~~less~~that ~~than~~are ~~billed~~subject ~~charges,~~to wevarious ~~bill~~state ~~the~~laws ~~balance~~and toregulations, ~~the~~as ~~patient,~~well as employer-sponsored coverage subject to ~~the~~federal ~~requirements~~Employee ofRetirement ~~the~~Income NoSecurity ~~Surprises~~ Act (“~~NSA~~ERISA”) ~~and~~requirements. ~~other~~We ~~federal~~seek ~~and~~to ~~state~~secure ~~laws~~mutually ~~regulating~~agreeable ~~such~~contracts ~~billing,~~with ~~which~~payors ~~Congress~~that orenable ~~states~~our ~~may~~affiliated ~~continue~~physicians to ~~enact.~~be ~~See~~listed ~~Item~~as 1Ain-network participants within the payors’ provider networks. ~~Risk~~We ~~Factors~~generally –contract ~~“Congress~~with orcommercial ~~states~~payors ~~have,~~through ~~and~~our ~~may~~affiliated ~~continue~~professional contractors. Subject to, ~~enact~~applicable laws, ~~restricting~~rules and regulations, the ~~amount~~terms, ~~out-of-network~~conditions ~~providers~~and compensation rates of ~~services~~our ~~can~~contracts ~~charge~~with commercial third-party payors are negotiated and ~~recover~~often ~~for~~vary ~~such~~across ~~services~~markets and among payors.” In ~~addition~~some cases, ~~these~~we contract with organizations that establish and maintain provider networks and then rent or lease such networks to the actual payor. Our contracts ~~generally~~with ~~give~~commercial payors typically provide for discounted fee-for-service arrangements. Our contracts with commercial payors ~~the~~typically ~~right~~also togrant ~~audit~~each ~~our~~party ~~billings~~the ~~and~~right ~~related~~to ~~reimbursements~~terminate ~~for~~the ~~professional~~contracts ~~and~~without ~~other~~cause ~~services~~upon ~~provided~~prior bywritten ornotice ~~through~~and ~~our~~various ~~affiliated~~notice ~~physicians~~periods.

~~Although~~If we ~~maintain~~do ~~standard~~not ~~billing~~have ~~and~~a ~~collections~~contractual ~~procedures~~relationship with ~~appropriate~~a ~~discounts~~health ~~for~~insurance ~~prompt~~payor, we generally bill the payor our full billed charges. If payment is less than billed charges, we ~~also~~bill ~~provide~~the ~~discounts~~balance into ~~certain~~the ~~hardship~~patient, ~~situations~~subject ~~where~~to ~~patients~~the requirements of the No Surprises Act (“NSA”) and ~~their~~other ~~families~~federal doand ~~not~~state laws regulating such billing, which Congress or states may continue to enact. See Item 1A. Risk Factors – “Congress or states have, ~~financial~~and ~~resources~~may ~~necessary~~continue to, ~~pay~~enact laws restricting the amount ~~due~~out-of-network ~~for~~providers of services ~~rendered~~can charge and recover for such services.” ~~Any~~In ~~amounts~~addition, ~~written~~these ~~off~~contracts ~~are~~generally ~~based~~give oncommercial payors the ~~specific~~right ~~facts~~to ~~and~~audit ~~circumstances~~our billings and related toreimbursements ~~each~~for ~~individual~~professional ~~patient~~and ~~account~~other services provided by or through our affiliated physicians.

~~Referring~~Although we maintain standard billing and ~~Collaborating~~collections ~~Physicians~~procedures with appropriate discounts for prompt payment, we also provide discounts in certain hardship situations where patients and their families do not have financial resources necessary to pay the amount due for services rendered. Any amounts written off are based on the specific facts and circumstances related to each individual patient account.

~~Our~~Referring ~~relationships with our referring~~ and ~~collaborating~~Collaborating physicians are critical to our success. Our affiliated physicians seek to establish and maintain professional relationships with referring physicians in the communities where they practice. Because patient volumes in our NICUs are based in part on referrals from other physicians, particularly obstetricians, it is important that we are responsive to the needs of referring physicians in the communities in which we operate. We believe that our community presence, through our hospital coverage and outpatient clinics, assists referring obstetricians, office-based pediatricians and family physicians with their practices. Our affiliated physicians provide comprehensive maternal-fetal, newborn and pediatric subspecialty care to patients using the latest advances in methodologies, supporting the local referring physician community with 24-hours-a-day, seven-days-a-week on-site or on-call coverage.Physicians

~~Affiliated~~Our ~~Physicians~~relationships with our referring and ~~Practice~~collaborating ~~Groups~~physicians are critical to our success. Our affiliated physicians seek to establish and maintain professional relationships with referring physicians in the communities where they practice. Because patient volumes in our NICUs are based in part on referrals from other physicians, particularly obstetricians, it is important that we are responsive to the needs of referring physicians in the communities in which we operate. We believe that our community presence, through our hospital coverage and outpatient clinics, assists referring obstetricians, office-based pediatricians and family physicians with their practices. Our affiliated physicians provide comprehensive maternal-fetal, newborn and pediatric subspecialty care to patients using the latest advances in methodologies, supporting the local referring physician community with 24-hours-a-day, seven-days-a-week on-site or on-call coverage.

~~Our~~Affiliated ~~relationships~~Physicians with our affiliated physicians are important. Our affiliated physicians are organized in traditional practice group structures. In accordance with applicable state laws, our affiliated practice groups are responsible for the provision of medical care to patients. Our affiliated practice groups are separate legal entities organized under state law as business corporations or professional associations, professional corporations, limited liability companies and ~~partnerships,~~Practice which we sometimes refer to as our “affiliated professional contractors”. Each of our affiliated professional contractors is owned by a licensed physician affiliated with the Company through employment or another contractual relationship. Our national infrastructure enables more effective and efficient sharing of new discoveries and clinical outcomes data, including best demonstrated processes, access to our sophisticated information systems, clinical research, and education. Groups

Our ~~business~~relationships ~~corporations~~with ~~and~~our affiliated ~~professional~~physicians ~~contractors~~are ~~employ~~important. orOur ~~contract~~affiliated ~~with~~ physicians toare ~~provide~~organized ~~clinical~~in ~~services~~traditional inpractice ~~certain~~group ~~states~~structures. In ~~most~~accordance ofwith applicable state laws, our affiliated practice groups, ~~each~~are ~~physician~~responsible ~~has~~for ~~entered~~the ~~into~~provision anof ~~employment~~medical ~~agreement~~care ~~with~~to uspatients. Our affiliated practice groups are separate legal entities organized under state law as business corporations or ~~one~~professional associations, professional corporations, limited liability companies and partnerships, which we sometimes refer to as our “affiliated professional contractors”. Each of our affiliated professional contractors ~~providing~~is ~~for~~owned by a ~~base~~licensed ~~salary~~physician affiliated with the Company through employment or another contractual relationship. Our national infrastructure enables more effective and efficient sharing of new discoveries and clinical outcomes data, including best demonstrated processes, access to our sophisticated information systems, clinical research, and education.

14Our business corporations and affiliated professional contractors employ or contract with physicians to provide clinical services in certain states. In most of our affiliated practice groups, each physician has entered into an employment agreement with us or one of our affiliated professional contractors providing for a base salary and

incentive bonus eligibility and typically having a term of three to five years. We are typically responsible for billing patients and third-party payors on behalf of our affiliated professional contractors for services rendered by our affiliated physicians and, with respect to services provided in a hospital, separately from other charges billed by hospitals to the same payors. Each physician must hold a valid license to practice medicine in the state in which they provide patient care and must become a member of the medical staff, with appropriate clinical privileges, at each hospital at which they practice. Substantially all the physicians employed by us or our affiliated professional contractors have agreed not to compete within a specified geographic area during employment and for a certain period after termination of employment. Although we believe that the non-competition covenants of our affiliated physicians are reasonable in scope and duration and therefore generally enforceable under applicable state laws, we cannot predict whether a court or arbitration panel would enforce these covenants in any particular case. See Item 1A. Risk Factors–“A significant number of our affiliated physicians or other clinicians could leave our affiliated physician practices or our affiliated physician practices may be unable to enforce the non-competition covenants of departed physicians.” Our hospital contracts also typically require that we and the physicians performing services maintain minimum levels of professional and general liability insurance. We negotiate those policies and contract and pay the premiums for such insurance on behalf of the physicians.14

~~Each~~incentive bonus eligibility and typically having a term of three to five years. We are typically responsible for billing patients and third-party payors on behalf of our affiliated professional contractors ~~has~~for ~~entered~~services ~~into~~rendered aby ~~comprehensive~~our ~~management~~affiliated ~~agreement~~physicians and, with respect to services provided in a ~~subsidiary~~hospital, ofseparately ~~Pediatrix~~from asother ~~the~~charges ~~manager. Under~~billed by hospitals to the ~~terms~~same ofpayors. ~~these~~Each ~~management~~physician ~~agreements,~~must ~~and~~hold ~~subject~~a valid license to practice medicine in the state ~~laws~~in which they provide patient care and ~~other~~must ~~regulations~~become a member of the medical staff, with appropriate clinical privileges, at each hospital at which they practice. Substantially all the ~~manager~~physicians isemployed ~~typically~~by ~~paid~~us or our affiliated professional contractors have agreed not to compete within a specified geographic area during employment and for ~~its~~a ~~services~~certain ~~based~~period onafter termination of employment. Although we believe that the ~~performance~~non-competition covenants of ~~the~~our affiliated physicians are reasonable in scope and duration and therefore generally enforceable under applicable ~~practice~~state ~~group~~laws, we cannot predict whether a court or arbitration panel would enforce these covenants in any particular case. See Item 1A. Risk Factors–“~~Government~~A ~~Regulation—Fee~~significant ~~Splitting;~~number ~~Corporate~~of ~~Practice~~our affiliated physicians or other clinicians could leave our affiliated physician practices or our affiliated physician practices may be unable to enforce the non-competition covenants of ~~Medicine~~departed physicians.” Our hospital contracts also typically require that we and the physicians performing services maintain minimum levels of professional and general liability insurance. We negotiate those policies and contract and pay the premiums for such insurance on behalf of the physicians.

~~COMPETITION~~Each of our affiliated professional contractors has entered into a comprehensive management agreement with a subsidiary of Pediatrix as the manager. Under the terms of these management agreements, and subject to state laws and other regulations, the manager is typically paid for its services based on the performance of the applicable practice group. See “Government Regulation—Fee Splitting; Corporate Practice of Medicine.”

The physician services industry is highly fragmented. Competition in our business is generally based upon a number of factors, including reputation, experience and level of care and our affiliated physicians’ ability to provide cost-effective, quality clinical care. The nature of competition for our hospital-based practices differs significantly from competition for our office-based practices. Our hospital-based practices compete nationally with other health services companies and physician groups for hospital contracts and qualified physicians. In some instances, our hospital-based physicians also compete on a regional or local basis. For example, our neonatologists compete for referrals from local physicians and transports from surrounding hospitals. Our maternal-fetal medicine practices compete for patients with other office-based practices in this specialty. COMPETITION

~~Hospitals~~The ~~control~~physician ~~access~~services toindustry ~~their~~is ~~NICUs~~highly byfragmented. ~~awarding~~Competition ~~contracts~~in ~~and hospital clinical privileges, and~~ our ~~relationships~~business ~~with~~is ~~our~~generally ~~hospital~~based ~~partners~~upon ~~are~~a ~~critical~~number toof ~~our~~factors, ~~operations.~~including ~~Because~~reputation, ~~our~~experience ~~operations~~and ~~consist~~level ~~primarily~~ of ~~physician~~care ~~services~~and ~~provided~~our ~~within~~affiliated ~~hospital-based~~physicians’ ~~units,~~ability ~~we compete with others for contracts with hospitals~~ to provide ~~services.~~cost-effective, Wequality ~~also~~clinical ~~compete with hospitals themselves to provide such services~~care. ~~Hospitals~~The ~~may~~nature ~~employ~~of ~~neonatologists~~competition ~~directly~~for orour ~~contract~~hospital-based ~~with~~practices ~~other~~differs ~~physician~~significantly ~~groups~~from tocompetition ~~provide~~for ~~services~~our ~~either on an exclusive or non~~office-~~exclusive~~based ~~basis~~practices. AOur hospital-based ~~not~~practices ~~otherwise~~compete ~~competing~~nationally with usother ~~may~~health ~~begin~~services tocompanies doand sophysician bygroups ~~opening~~for ahospital ~~new~~contracts ~~NICU~~and orqualified ~~operating~~physicians. ~~facility,~~In ~~expanding~~some ~~the capacity of an existing NICU~~instances, ~~or,~~our inhospital-based ~~the~~physicians ~~case~~also ofcompete ~~neonatal~~on ~~services,~~a ~~upgrading~~regional ~~the~~or ~~level~~local ~~of its existing NICU~~basis. IfFor ~~the hospital chooses to do so~~example, itour ~~may~~neonatologists ~~award~~compete ~~the~~for ~~contract~~referrals tofrom ~~operate~~local ~~the~~physicians ~~relevant~~and ~~facility~~transports ~~to a competing group or company~~ from ~~within or outside the~~ surrounding ~~community~~hospitals. Our ~~contracts~~maternal-fetal ~~with~~medicine ~~hospitals~~practices ~~generally~~compete ~~provide~~for ~~that~~patients ~~they~~with ~~may~~other beoffice-based ~~terminated~~practices ~~without~~in ~~cause~~this ~~upon prior written notice~~specialty.

~~The~~Hospitals ~~broader~~control ~~healthcare~~access ~~industry~~to istheir NICUs by awarding contracts and hospital clinical privileges, and our relationships with our hospital partners are critical to our operations. Because our operations consist primarily of physician services provided within hospital-based units, we compete with others for contracts with hospitals to provide services. We also ~~highly~~compete ~~competitive~~with hospitals themselves to provide such services. ~~Companies~~Hospitals inmay employ neonatologists directly or contract with other ~~segments~~physician ofgroups ~~the~~to ~~industry~~provide asservices ~~well~~either ason ~~healthcare~~an exclusive or non-~~focused~~exclusive ~~and~~basis. ~~other~~A ~~private~~hospital ~~equity~~not ~~firms,~~otherwise ~~some~~competing ofwith ~~which~~us ~~have~~may ~~financial~~begin ~~and~~to ~~other~~do ~~resources~~so ~~greater~~by ~~than~~opening ~~ours~~a new NICU or operating facility, ~~may~~expanding ~~become~~the ~~competitors~~capacity of an existing NICU, or, in ~~providing~~the case of neonatal services, ~~maternal-fetal~~upgrading ~~and~~the ~~other~~level ~~pediatric~~of ~~subspecialty~~its ~~care~~existing NICU. If the hospital chooses to do so, it may award the contract to operate the relevant facility to a competing group or company from within or outside the surrounding community. Our contracts with hospitals generally provide that they may be terminated without cause upon prior written notice.

~~GOVERNMENT~~The ~~REGULATION~~broader healthcare industry is also highly competitive. Companies in other segments of the industry as well as healthcare-focused and other private equity firms, some of which have financial and other resources greater than ours, may become competitors in providing neonatal, maternal-fetal and other pediatric subspecialty care.

~~The~~GOVERNMENT healthcare industry is governed by a framework of federal and state laws, rules and regulations that are extensive and complex and for which, in many cases, the industry has the benefit of only limited judicial and regulatory interpretation. The resources and costs required to comply with these laws, rules and regulations are high. If we or one of our affiliated practice groups or service businesses is found to have violated these laws, rules or regulations, our business, financial condition and results of operations could be materially, adversely affected. The ACA made numerous changes that have reshaped the United States healthcare delivery system. Further healthcare reform continues to attract significant legislative and administrative interest, legal challenges, regulatory and compliance REGULATION

15The healthcare industry is governed by a framework of federal and state laws, rules and regulations that are extensive and complex and for which, in many cases, the industry has the benefit of only limited judicial and regulatory interpretation. The resources and costs required to comply with these laws, rules and regulations are high. If we or one of our affiliated practice groups or service businesses is found to have violated these laws, rules or regulations, our business, financial condition and results of operations could be materially, adversely affected. The ACA made numerous changes that have reshaped the United States healthcare delivery system. Further healthcare reform continues to attract significant legislative and administrative interest, legal challenges, regulatory and compliance

requirements, new approaches and public attention that create uncertainty and the potential for additional changes. Healthcare reform implementation, additional legislation or regulations, and other changes in government policy or regulation may affect our reimbursement, restrict our existing operations, limit the expansion of our business or impose additional compliance requirements and costs, any of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. See Item 1A. Risk Factors ─ “Potential healthcare reform efforts may have a significant effect on our business.” Additional changes at the state level, including changes in Medicaid Program administration, eligibility and coverage, as well as changes in the regulatory framework governing the provision of telemedicine services, and other legal developments, could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.15

~~Licensing~~requirements, new approaches and ~~Certification~~public attention that create uncertainty and the potential for additional changes. Healthcare reform implementation, additional legislation or regulations, and other changes in government policy or regulation may affect our reimbursement, restrict our existing operations, limit the expansion of our business or impose additional compliance requirements and costs, any of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. See Item 1A. Risk Factors ─ “Potential healthcare reform efforts may have a significant effect on our business.” Additional changes at the state level, including changes in Medicaid Program administration, eligibility and coverage, as well as changes in the regulatory framework governing the provision of telemedicine services, and other legal developments, could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

~~Each~~Licensing ~~state imposes licensing requirements on individual physicians~~ and ~~clinical~~Certification professionals, and on facilities operated or utilized by healthcare companies like us. Many states require regulatory approval, including certificates of need, before establishing certain types of healthcare facilities, offering certain services or expending amounts in excess of statutory thresholds for healthcare equipment, facilities or programs. We and our affiliated physicians are also required to meet applicable Medicare supplier requirements under federal laws, rules and regulations and Medicaid provider requirements under federal and state laws, rules and regulations.

~~Fee~~Each ~~Splitting;~~state ~~Corporate~~imposes ~~Practice~~licensing requirements on individual physicians and clinical professionals, and on facilities operated or utilized by healthcare companies like us. Many states require regulatory approval, including certificates of ~~Medicine~~need, before establishing certain types of healthcare facilities, offering certain services or expending amounts in excess of statutory thresholds for healthcare equipment, facilities or programs. We and our affiliated physicians are also required to meet applicable Medicare supplier requirements under federal laws, rules and regulations and Medicaid provider requirements under federal and state laws, rules and regulations.

~~Many~~Fee ~~states~~Splitting; ~~have~~Corporate ~~laws~~Practice that limit business corporations, such as Pediatrix, from practicing medicine, employing physicians to practice medicine, exercising control over medical decisions by physicians, or engaging in certain arrangements, such as fee splitting, with physicians. In light of these restrictions, we operate by maintaining long-term management contracts through our subsidiaries with affiliated professional contractors, which employ or contract with physicians to provide professional medical services. Under these arrangements, our manager subsidiaries perform only non-medical administrative services, do not represent that they offer medical services and do not exercise influence or control over the practice of medicine by the physicians and other licensed health professionals employed by the affiliated professional contractors. In states where fee splitting with a business corporation or manager is prohibited, the fees that are received from the affiliated professional contractors have been established on a basis that we believe complies with applicable laws, including that the management fee we receive is within fair market value for the services that we provide. Although the relevant laws in these states have been subject to limited judicial and regulatory interpretation, we believe that we are in compliance with applicable state laws in relation to the corporate practice of medicine and fee splitting. However, regulatory authorities or other parties, including our affiliated physicians, may assert that, despite these arrangements, we or our manager subsidiaries are engaged in the corporate practice of medicine or that the contractual arrangements with the affiliated professional contractors constitute unlawful fee splitting, in which case we or our affiliated physicians could be subject to administrative, civil or criminal remedies or penalties, the contracts could be found to be legally invalid and unenforceable, in whole or in part, or we could be required to restructure our contractual arrangements with our affiliated professional contractors. Medicine

~~Fraud~~Many states have laws that limit business corporations, such as Pediatrix, from practicing medicine, employing physicians to practice medicine, exercising control over medical decisions by physicians, or engaging in certain arrangements, such as fee splitting, with physicians. In light of these restrictions, we operate by maintaining long-term management contracts through our subsidiaries with affiliated professional contractors, which employ or contract with physicians to provide professional medical services. Under these arrangements, our manager subsidiaries perform only non-medical administrative services, do not represent that they offer medical services and ~~Abuse~~do ~~Provisions~~not exercise influence or control over the practice of medicine by the physicians and other licensed health professionals employed by the affiliated professional contractors. In states where fee splitting with a business corporation or manager is prohibited, the fees that are received from the affiliated professional contractors have been established on a basis that we believe complies with applicable laws, including that the management fee we receive is within fair market value for the services that we provide. Although the relevant laws in these states have been subject to limited judicial and regulatory interpretation, we believe that we are in compliance with applicable state laws in relation to the corporate practice of medicine and fee splitting. However, regulatory authorities or other parties, including our affiliated physicians, may assert that, despite these arrangements, we or our manager subsidiaries are engaged in the corporate practice of medicine or that the contractual arrangements with the affiliated professional contractors constitute unlawful fee splitting, in which case we or our affiliated physicians could be subject to administrative, civil or criminal remedies or penalties, the contracts could be found to be legally invalid and unenforceable, in whole or in part, or we could be required to restructure our contractual arrangements with our affiliated professional contractors.

~~Existing~~Fraud ~~federal laws, as well as similar state laws, governing Medicare, Medicaid, other GHC Programs~~ and ~~other~~Abuse non-governmental arrangements and interactions, impose a variety of fraud and abuse prohibitions on healthcare companies like us. These laws are interpreted broadly and enforced aggressively by multiple government agencies, including the Office of Inspector General of the Department of Health and Human Services (“OIG”), the Department of Justice (“DOJ”), Centers for Medicare and Medicaid Service (“CMS”), and various state agencies. Provisions

~~Federal~~Existing ~~and~~federal ~~state fraud and abuse~~ laws, ~~apply~~as towell ~~and~~as ~~affect~~similar ~~our~~state ~~financial~~laws, ~~relationships~~governing ~~and~~Medicare, ~~other ordinary and common business interactions with hospitals~~Medicaid, ~~referring~~other ~~physicians~~GHC Programs and other ~~healthcare~~non-governmental ~~entities.~~arrangements Inand ~~particular~~interactions, ~~the~~impose ~~federal Anti-Kickback Statute makes it~~ a ~~crime~~variety toof ~~knowingly~~fraud and ~~willfully~~abuse ~~solicit,~~prohibitions ~~receive,~~on ~~offer,~~healthcare orcompanies ~~pay~~like ~~any~~us. ~~remuneration,~~These inlaws ~~cash~~are orinterpreted inbroadly ~~kind,~~and ~~directly~~enforced oraggressively ~~indirectly,~~by inmultiple ~~return~~government ~~for~~agencies, ~~either~~including ~~referring~~the ~~items~~Office orof ~~services~~Inspector ~~for~~General ~~which~~of ~~payment~~the ~~may~~Department beof ~~made~~Health inand ~~whole~~Human orServices ~~in part by a GHC Program or purchasing~~(“OIG”), ~~leasing, ordering, or arranging for or recommending~~ the ~~purchase,~~Department ~~lease, or ordering~~ of ~~any~~Justice ~~service~~(“DOJ”), orCenters ~~item~~ for ~~which~~Medicare ~~payment~~and ~~may~~Medicaid beService ~~made~~(“CMS”), inand ~~whole~~various orstate ~~in part by a GHC Program~~agencies. ~~In addition, the federal Physician Self-Referral law, commonly known as the “Stark Law,”~~

16Federal and state fraud and abuse laws apply to and affect our financial relationships and other ordinary and common business interactions with hospitals, referring physicians and other healthcare entities. In particular, the federal Anti-Kickback Statute makes it a crime to knowingly and willfully solicit, receive, offer, or pay any remuneration, in cash or in kind, directly or indirectly, in return for either referring items or services for which payment may be made in whole or in part by a GHC Program or purchasing, leasing, ordering, or arranging for or recommending the purchase, lease, or ordering of any service or item for which payment may be made in whole or in part by a GHC Program. In addition, the federal Physician Self-Referral law, commonly known as the “Stark Law,”

is a strict liability statute that prohibits a physician from making a referral to an entity for certain “designated health services” payable by Medicare if the physician, or an immediate family member of the physician, has a financial relationship with that entity, unless an exception applies. The entity is further prohibited from billing the Medicare program for designated health services furnished pursuant to a prohibited referral. The term “designated health services” includes, among other things, inpatient and outpatient hospital services, home health services, and clinical laboratory services. Further, the Stark Law, through the addition of section 1903(s) to the Social Security Act, prohibits the federal government from making federal financial participation payments to state Medicaid programs for designated health services furnished as a result of a referral that would violate the Stark Law if Medicare “covered the service to the same extent and under the same terms and conditions” as the state Medicaid Program. The DOJ and several state agencies have successfully argued that Section 1903(s) expands the Stark Law to Medicaid-covered claims, even absent a separate state self-referral law prohibiting the same conduct. These laws have been broadly interpreted by federal courts and agencies, and potentially subject many healthcare business arrangements to government investigation, enforcement and prosecution, which can be costly and time consuming, even if the business is ultimately found not to be in violation of any applicable law. Additionally, many of the states in which we operate also have similar anti-kickback and self-referral laws that apply to our government and non-government business, including in some cases, to patient self-pay services.16

~~Violations~~is ofa ~~these~~strict ~~laws~~liability ~~are~~statute ~~punishable~~that prohibits a physician from making a referral to an entity for certain “designated health services” payable by ~~substantial~~Medicare ~~penalties~~if ~~and~~the physician, or an immediate family member of the physician, has a financial relationship with that entity, unless an exception applies. The entity is further prohibited from billing the Medicare program for designated health services furnished pursuant to a prohibited referral. The term “designated health services” includes, among other ~~remedies~~things, ~~including~~inpatient ~~monetary~~and ~~fines~~outpatient hospital services, ~~civil~~home ~~penalties~~health services, ~~administrative~~and ~~remedies~~clinical laboratory services. Further, ~~criminal~~the ~~sanctions~~Stark ~~(in~~Law, through the ~~case~~addition of section 1903(s) to the Social Security Act, prohibits the federal ~~anti-kickback~~government ~~statute~~from ~~and~~making ~~certain~~federal financial participation payments to state ~~anti-kickback~~Medicaid ~~laws),~~programs ~~exclusion~~for ~~from~~designated ~~participation~~health inservices ~~GHC~~furnished ~~Programs~~as ~~and~~a ~~forfeiture~~result of ~~amounts~~a ~~collected~~referral inthat ~~violation~~would ofviolate ~~such~~the ~~laws~~Stark Law if Medicare “covered the service to the same extent and under the same terms and conditions” as the state Medicaid Program. The ~~government~~DOJ ~~may~~and ~~also~~several ~~assert~~state agencies have successfully argued that aSection ~~claim~~1903(s) expands the Stark Law to Medicaid-covered claims, even absent a ~~GHC~~separate ~~Program~~state ~~for~~self-referral ~~covered~~law ~~items~~prohibiting orthe ~~services~~same ~~resulting~~conduct. ~~from~~These alaws have been broadly interpreted by federal courts and agencies, and potentially subject many healthcare business arrangements to government investigation, enforcement and prosecution, which can be costly and time consuming, even if the business is ultimately found not to be in violation of any applicable law. Additionally, many of the ~~federal~~states ~~Anti~~in which we operate also have similar anti-~~Kickback~~kickback ~~Statute~~and ~~constitutes~~self-referral alaws ~~false~~that orapply ~~fraudulent~~to ~~claim~~our ~~for~~government ~~purposes~~and ofnon-government ~~the~~business, ~~federal~~including ~~civil~~in ~~False~~some ~~Claims~~cases, ~~Act~~to ~~(“FCA”)~~patient self-pay services.

~~There~~Violations ~~are a variety~~ of ~~other~~these ~~types~~laws ofare ~~federal~~punishable ~~and~~by ~~state~~substantial ~~fraud~~penalties and ~~abuse~~other ~~laws~~remedies, including ~~laws~~monetary ~~authorizing the imposition of criminal~~fines, civil ~~and administrative~~ penalties ~~for submitting false or fraudulent claims for reimbursement to GHC Programs. These laws include the FCA~~, ~~which~~administrative ~~prohibits knowingly presenting~~remedies, orcriminal ~~causing~~sanctions to(in bethe ~~presented,~~case ~~false~~of ~~claims~~the tofederal ~~GHC~~anti-kickback ~~Programs,~~statute ~~including~~and ~~Medicare,~~certain ~~Medicaid,~~state ~~TRICARE~~anti-kickback ~~(the program for military dependents and retirees~~laws), ~~the~~exclusion ~~Federal~~from ~~Employees~~participation ~~Health~~in ~~Benefits~~GHC ~~Program,~~Programs and ~~insurance~~forfeiture ~~plans~~of ~~purchased~~amounts ~~through~~collected ~~the~~in ~~ACA~~violation ~~insurance~~of ~~exchanges~~such ~~where payments include federal funds~~laws. The ~~FCA~~government may also ~~makes~~assert ~~the~~that ~~knowing~~a ~~retention~~claim ofto ~~an identified overpayment from~~ a GHC Program ~~a separate basis~~ for ~~FCA~~covered ~~liability.~~items ~~Substantial~~or ~~civil~~services ~~fines~~resulting ~~and treble damages, along with other remedies, including exclusion~~ from ~~GHC~~a ~~Programs,~~violation ~~can~~of ~~be imposed for violating~~ the ~~FCA.~~federal ~~Furthermore,~~Anti-Kickback ~~the~~Statute ~~FCA~~constitutes ~~does~~a ~~not~~false ~~require that the individual~~ or ~~company~~fraudulent ~~that presented or caused to be presented an allegedly false~~ claim ~~have~~for ~~actual~~purposes ~~knowledge~~ of ~~its falsity. The statute applies where~~ the ~~individual~~federal orcivil ~~company~~False ~~acted~~Claims inAct (“~~reckless disregard” or in “deliberate ignorance” of the truth or falsity of the claim. The~~ FCA ~~includes “whistleblower~~” ~~provisions that permit private citizens to sue a claimant on behalf of the government and share in the amounts recovered under the law~~). In recent years, many cases have been brought against healthcare companies by the government and by “whistleblowers,” which have resulted in judgments and settlements involving substantial payments to the government by the companies involved. The cost to defend against allegations, even when the government declines to intervene, can be substantial.

InThere ~~addition~~are a variety of other types of federal and state fraud and abuse laws, ~~the~~including ~~Civil~~laws ~~Monetary~~authorizing ~~Penalties~~the ~~Law~~imposition ~~imposes~~of ~~substantial~~criminal, civil ~~monetary~~and administrative penalties ~~against~~for asubmitting ~~person~~false or ~~entity~~fraudulent ~~that~~claims ~~engages~~for inreimbursement ~~other~~to ~~prohibited~~GHC ~~activities~~Programs. These laws include the FCA, ~~such~~which asprohibits knowingly presenting, or causing to be presented, afalse ~~claim~~claims to a GHC Programs, including Medicare, Medicaid, TRICARE (the program for military dependents and retirees), the Federal Employees Health Benefits Program, ~~that~~and insurance plans purchased through the ~~person~~ACA ~~knows~~insurance orexchanges ~~should~~where ~~know~~payments isinclude ~~for~~federal anfunds. ~~item~~The orFCA ~~service~~also ~~that~~makes ~~was~~the ~~not~~knowing ~~provided~~retention asof ~~claimed~~an oridentified ~~for~~overpayment from a ~~claim~~GHC ~~that~~Program isa ~~false~~separate orbasis ~~fraudulent~~for FCA liability. Substantial civil fines and treble damages, oralong ~~providing~~with ~~remuneration~~other toremedies, aincluding exclusion from GHC ~~Program~~Programs, ~~beneficiary~~can be imposed for violating the FCA. Furthermore, the FCA does not require that the ~~person~~individual or ~~entity~~company ~~knows~~that presented or ~~should~~caused ~~know~~to isbe ~~likely~~presented toan ~~influence~~allegedly ~~the~~false ~~beneficiary’s~~claim ~~selection~~have actual knowledge of aits ~~particular~~falsity. ~~provider,~~The ~~practitioner~~statute applies where the individual or ~~supplier.~~company ~~For~~acted ~~additional~~in ~~information~~“reckless ~~regarding~~disregard” or in “deliberate ignorance” of the ~~healthcare~~truth ~~fraud~~or falsity of the claim. The FCA includes “whistleblower” provisions that permit private citizens to sue a claimant on behalf of the government and ~~abuse~~share ~~laws~~in ~~described~~the ~~above,~~amounts ~~see~~recovered ~~Item~~under 1Athe law. ~~Risk~~In ~~Factors–“~~recent ~~The~~years, many cases have been brought against healthcare ~~industry~~companies isby ~~highly~~the ~~regulated~~government and by “whistleblowers,” which have resulted in judgments and ~~government~~settlements ~~authorities~~involving ~~may~~substantial ~~determine~~payments ~~that~~to wethe ~~have~~government ~~failed~~by the companies involved. The cost to ~~comply~~defend ~~with~~against ~~applicable~~allegations, ~~laws~~even when the government declines to intervene, ~~rules~~can orbe ~~regulations~~substantial.”

IfIn weaddition, orthe ~~our~~Civil ~~affiliated~~Monetary ~~professional~~Penalties ~~contractors~~Law ~~were~~imposes ~~excluded~~substantial ~~from~~civil ~~participation~~monetary penalties against a person or entity that engages in ~~any~~other ~~GHC~~prohibited ~~Programs~~activities, ~~not~~such ~~only~~as ~~would~~presenting weor causing to be ~~prohibited~~presented ~~from~~a ~~submitting~~claim ~~claims~~to ~~for~~a ~~reimbursement~~GHC ~~under~~Program ~~such~~that ~~programs,~~the ~~but~~person weknows ~~also~~or ~~would~~should beknow ~~unable~~is tofor ~~contract~~an ~~with~~item ~~other~~or ~~healthcare~~service ~~providers,~~that ~~such~~was not provided as ~~hospitals~~claimed or for a claim that is false or fraudulent, toor ~~provide~~providing ~~services~~remuneration to ~~them.~~a ItGHC ~~could~~Program ~~also~~beneficiary ~~adversely~~that ~~affect~~the ~~our~~person or ~~our~~entity ~~affiliated~~knows ~~professional~~or ~~contractors’~~should ~~ability~~know is likely to ~~contract~~influence ~~with~~the beneficiary’s selection of a particular provider, practitioner or ~~obtain~~supplier. ~~payment~~For ~~from~~additional information regarding the healthcare fraud and abuse laws described above, ~~non-governmental~~see ~~payors~~Item 1A. Risk Factors–“ The healthcare industry is highly regulated, and government authorities may determine that we have failed to comply with applicable laws, rules or regulations.”

17If we or our affiliated professional contractors were excluded from participation in any GHC Programs, not only would we be prohibited from submitting claims for reimbursement under such programs, but we also would be unable to contract with other healthcare providers, such as hospitals, to provide services to them. It could also adversely affect our or our affiliated professional contractors’ ability to contract with, or obtain payment from, non-governmental payors.

Although we intend to conduct our business in compliance with all applicable federal and state fraud and abuse laws, many of the laws, rules and regulations applicable to us, including those relating to billing and those relating to financial relationships with physicians and hospitals, are broadly worded and may be interpreted or applied by prosecutorial, regulatory or judicial authorities in ways that we cannot predict. Accordingly, we cannot assure you that our arrangements or business practices will not be subject to government scrutiny or be alleged or found to violate applicable fraud and abuse laws. If there is a determination by a government authority that we have not complied with any of these laws, rules and regulations, our business, financial condition and results of operations could be materially, adversely affected. See “Government Investigations.” Additionally, federal and state fraud and abuse laws, rules and regulations are not static and amendments, clarifications, revisions, or other modifications to these laws may occur from time to time. For instance, on December 2, 2020, both CMS and the OIG published Final Rules substantially modifying the Anti-Kickback Statute, Civil Monetary Penalty Law, and the Stark Law regulations to foster arrangements that would promote care coordination, advance the delivery of value-based care, and protect consumers from harms caused by fraud and abuse. Changes reflected in OIG and CMS’s Final Rules could affect our operations and may cause us to modify certain arrangements, transactions, or other financial relationships. In addition, CMS and OIG periodically issue Advisory Opinions in response to requests from industry stakeholders regarding proposed arrangements and whether such arrangements comply with applicable fraud and abuse laws. While Advisory Opinions are only directly applicable to the requestor of the opinion, they provide notice to healthcare industry participants of the types of conduct that government agencies find to be permissible or impermissible under the applicable laws. OIG also releases Special Advisory Bulletins to put industry stakeholders on notice of the agency’s views on common practices within industry segments that it finds to be violative of the Anti-Kickback Statute, and potentially other laws. These agency advisories, along with publicized litigation and enforcement actions, could cause us to modify certain arrangements, transactions, or other financial relationships, which could affect our operations and impact our financial performance.17

Although we intend to conduct our business in compliance with all applicable federal and state fraud and abuse laws, many of the laws, rules and regulations applicable to us, including those relating to billing and those relating to financial relationships with physicians and hospitals, are broadly worded and may be interpreted or applied by prosecutorial, regulatory or judicial authorities in ways that we cannot predict. Accordingly, we cannot assure you that our arrangements or business practices will not be subject to government scrutiny or be alleged or found to violate applicable fraud and abuse laws. If there is a determination by a government authority that we have not complied with any of these laws, rules and regulations, our business, financial condition and results of operations could be materially, adversely affected. See “Government ~~Regulatory~~Investigations.” ~~Requirements~~Additionally, federal and state fraud and abuse laws, rules and regulations are not static and amendments, clarifications, revisions, or other modifications to these laws may occur from time to time. For instance, on December 2, 2020, both CMS and the OIG published Final Rules substantially modifying the Anti-Kickback Statute, Civil Monetary Penalty Law, and the Stark Law regulations to foster arrangements that would promote care coordination, advance the delivery of value-based care, and protect consumers from harms caused by fraud and abuse. Changes reflected in OIG and CMS’s Final Rules could affect our operations and may cause us to modify certain arrangements, transactions, or other financial relationships. In addition, CMS and OIG periodically issue Advisory Opinions in response to requests from industry stakeholders regarding proposed arrangements and whether such arrangements comply with applicable fraud and abuse laws. While Advisory Opinions are only directly applicable to the requestor of the opinion, they provide notice to healthcare industry participants of the types of conduct that government agencies find to be permissible or impermissible under the applicable laws. OIG also releases Special Advisory Bulletins to put industry stakeholders on notice of the agency’s views on common practices within industry segments that it finds to be violative of the Anti-Kickback Statute, and potentially other laws. These agency advisories, along with publicized litigation and enforcement actions, could cause us to modify certain arrangements, transactions, or other financial relationships, which could affect our operations and impact our financial performance.

In order to participate in the Medicare program and the various state specific Medicaid programs, we and our affiliated physician practices must comply with stringent and often complex regulatory requirements. While our compliance program requires that we and our affiliated physician practices adhere to the laws, rules and regulations applicable to the government programs in which we participate, our failure to comply with these laws, rules and regulations could negatively affect our business, financial condition and results of operations. See “Government ~~Regulation—Fraud~~Regulatory ~~and~~Requirements Abuse Provisions,” “Government Regulation—Compliance Program,” “Government Investigations” and “Other Legal Proceedings,” and Item 1A. Risk Factors — “Government-funded programs, private insurers or state laws and regulations may limit, reduce or make retroactive adjustments to reimbursement amounts or rates,” “We may become subject to billing investigations by federal and state government authorities and private insurers” and “The healthcare industry is highly regulated, and government authorities may determine that we have failed to comply with applicable laws, rules or regulations.”

In ~~addition,~~order ~~GHC~~to ~~Programs~~participate ~~are~~in ~~subject~~the toMedicare ~~statutory~~program and ~~regulatory~~the ~~changes,~~various ~~administrative~~state ~~rulings,~~specific ~~interpretations~~Medicaid ~~and determinations~~programs, ~~manual~~we ~~guidance, requirements for utilization review~~ and ~~new~~our ~~governmental~~affiliated ~~funding~~physician ~~restrictions,~~practices ~~all~~must ofcomply ~~which~~with ~~may~~stringent ~~materially increase or decrease program payments, as well as affect the cost of providing services~~ and ~~the~~often ~~timing~~complex ofregulatory ~~payments to providers~~requirements. ~~Moreover,~~While ~~because~~our ~~GHC~~compliance ~~Programs~~program ~~generally~~requires ~~provide~~that ~~for reimbursement on a fee-schedule, per-service or per-discharge basis rather than on a charge-related basis,~~ we ~~generally~~and ~~cannot increase~~ our ~~revenue~~affiliated ~~through~~physician ~~increases~~practices inadhere ~~the~~to ~~amount we charge for our services. To~~ the ~~extent our costs increase~~laws, werules ~~may~~and ~~not~~regulations beapplicable ~~able~~ to ~~recover~~the ~~our~~government ~~increased costs from these~~ programs, ~~and cost containment measures and market changes~~ in ~~non-governmental~~which ~~insurance~~we ~~plans~~participate, ~~have generally restricted~~ our ~~ability~~failure to ~~recover~~comply orwith ~~shift~~ these ~~increased costs to non-governmental payors. In addition~~laws, ~~the~~rules ~~healthcare~~and ~~industry~~regulations iscould ~~increasing~~negatively ~~the~~affect ~~use~~our ofbusiness, ~~value-based~~financial ~~reimbursement~~condition ~~methodologies~~ and ~~accordingly,~~results ~~our~~of ~~reimbursement~~operations. ~~may~~See be“Government ~~dependent~~Regulation—Fraud ~~upon~~and ~~our~~Abuse ~~ability~~Provisions,” to“Government ~~achieve~~Regulation—Compliance ~~quality~~Program,” ~~targets~~“Government ~~that~~Investigations” ~~change~~and ~~year~~“Other ~~over~~Legal ~~year.~~Proceedings,” ~~See~~and Item 1A. Risk Factors –— “~~Potential~~Government-funded ~~healthcare~~programs, ~~reform~~private ~~efforts~~insurers ~~may~~or ~~have~~state alaws ~~significant~~and ~~effect~~regulations onmay ~~our business.” In attempts to~~ limit ~~federal and state spending~~, ~~there~~reduce ~~have~~or ~~been,~~make ~~and~~retroactive weadjustments ~~expect~~to ~~that~~reimbursement ~~there~~amounts ~~will~~or ~~continue to be~~rates,” a“We ~~number~~may ofbecome ~~proposals~~subject to ~~limit~~billing orinvestigations ~~reduce~~by ~~Medicare~~federal and ~~Medicaid~~state ~~reimbursement~~government ~~for~~authorities ~~various~~and ~~services.~~private ~~Our~~insurers” ~~business may be significantly~~ and ~~adversely~~“The ~~affected~~healthcare byindustry ~~any~~is ~~such~~highly ~~changes~~regulated, ~~in reimbursement policies~~ and ~~other~~government ~~legislative~~authorities ~~initiatives~~may ~~aimed~~determine atthat ~~reducing~~we ~~healthcare~~have ~~costs~~failed ~~associated~~to comply with ~~Medicare~~applicable laws, ~~Medicaid~~rules ~~and~~or ~~other GHC Programs~~regulations. ”

18In addition, GHC Programs are subject to statutory and regulatory changes, administrative rulings, interpretations and determinations, manual guidance, requirements for utilization review and new governmental funding restrictions, all of which may materially increase or decrease program payments, as well as affect the cost of providing services and the timing of payments to providers. Moreover, because GHC Programs generally provide for reimbursement on a fee-schedule, per-service or per-discharge basis rather than on a charge-related basis, we generally cannot increase our revenue through increases in the amount we charge for our services. To the extent our costs increase, we may not be able to recover our increased costs from these programs, and cost containment measures and market changes in non-governmental insurance plans have generally restricted our ability to recover or shift these increased costs to non-governmental payors. In addition, the healthcare industry is increasing the use of value-based reimbursement methodologies and accordingly, our reimbursement may be dependent upon our ability to achieve quality targets that change year over year. See Item 1A. Risk Factors – “Potential healthcare reform efforts may have a significant effect on our business.” In attempts to limit federal and state spending, there have been, and we expect that there will continue to be, a number of proposals to limit or reduce Medicare and Medicaid reimbursement for various services. Our business may be significantly and adversely affected by any such changes in reimbursement policies and other legislative initiatives aimed at reducing healthcare costs associated with Medicare, Medicaid and other GHC Programs.

Our business also could be adversely affected by reductions in or limitations of funding of GHC Programs or restrictions on or elimination of coverage for certain individuals or treatments under these programs.18

~~Antitrust~~Our business also could be adversely affected by reductions in or limitations of funding of GHC Programs or restrictions on or elimination of coverage for certain individuals or treatments under these programs.

~~The healthcare industry is subject to close antitrust scrutiny. The Federal Trade Commission (“FTC”), the~~ Antitrust Division of the DOJ and state Attorneys General all actively review and, in some cases, take enforcement action against business conduct and acquisitions in the healthcare industry. Private parties harmed by alleged anticompetitive conduct can also bring antitrust suits. Violations of antitrust laws may be punishable by substantial penalties, including significant monetary fines, civil penalties, criminal sanctions, consent decrees and injunctions prohibiting certain activities or requiring divestiture or discontinuance of business operations. Any of these penalties could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

~~HIPAA~~The healthcare industry is subject to close antitrust scrutiny. The Federal Trade Commission (“FTC”), the Antitrust Division of the DOJ and ~~Other~~state ~~Privacy~~Attorneys General all actively review and, ~~Security~~in some cases, take enforcement action against business conduct and ~~Breach~~acquisitions ~~Notification~~in ~~Laws~~the healthcare industry. Private parties harmed by alleged anticompetitive conduct can also bring antitrust suits. Violations of antitrust laws may be punishable by substantial penalties, including significant monetary fines, civil penalties, criminal sanctions, consent decrees and injunctions prohibiting certain activities or requiring divestiture or discontinuance of business operations. Any of these penalties could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

Numerous federal and state laws, rules and regulations govern the collection, dissemination, use, privacy, security and confidentiality of personal information. For example, the Health Insurance Portability and Accountability Act of 1996, as amended, and its implementing regulations (collectively, “HIPAA”) ~~impose requirements to protect the privacy~~ and ~~security~~Other ~~of protected health information (“PHI”) and to provide notification in the event of a breach of PHI. Violations of HIPAA are punishable by civil money penalties and~~Privacy, inSecurity ~~some cases, criminal penalties~~ and ~~imprisonment. The~~Breach ~~U.S.~~Notification Department of Health and Human Services (“HHS”) Office for Civil Rights (“OCR”), which is responsible for enforcing HIPAA, also may enter into resolution agreements requiring the payment of a civil money penalty and/or the establishment of a corrective action plan to address violations of HIPAA. HIPAA also authorizes state attorneys general to file suit under HIPAA on behalf of state residents. Courts can award damages, costs and attorneys' fees related to violations of HIPAA in such cases. As part of our business operations, including in connection with medical record keeping, third-party billing, research and other services, we and our affiliated physician practices collect and maintain PHI regarding patients, which subjects us to compliance with HIPAA requirements.Laws

~~Pursuant~~Numerous tofederal ~~HIPAA,~~and ~~HHS~~state ~~has~~laws, ~~adopted~~rules ~~privacy~~and regulations, ~~known~~govern as the ~~privacy~~collection, ~~rule~~dissemination, touse, ~~govern~~privacy, ~~the~~security ~~use~~ and ~~disclosure~~confidentiality of ~~PHI~~personal (information. For example, the ~~“Privacy~~Health ~~Rule”). The~~Insurance ~~Privacy~~Portability ~~Rule~~and ~~applies~~Accountability toAct ~~“Covered~~of ~~Entities~~1996,” ~~which~~as ~~are~~amended, ~~health~~and ~~plans,~~its ~~health~~implementing ~~care~~regulations ~~clearinghouses~~(collectively, ~~and~~“HIPAA”) ~~health~~impose ~~care~~requirements ~~providers~~to ~~that~~protect ~~engage~~the inprivacy ~~standardized~~and ~~transactions~~security ~~under~~of ~~HIPAA,~~protected ~~and~~health ~~“Business~~information ~~Associates,~~(“PHI”) ~~which~~and ~~are~~to ~~entities~~provide ~~that~~notification ~~perform~~in ~~functions~~the orevent ~~services~~of ~~for~~a orbreach onof ~~behalf~~PHI. Violations of ~~Covered~~HIPAA ~~Entities~~are ~~that~~punishable ~~involve~~by ~~the~~civil ~~use~~money orpenalties ~~disclosure~~and, ofin ~~PHI~~some cases, criminal penalties and imprisonment. The ~~term~~U.S. ~~“Business~~Department ~~Associate”~~of ~~also~~Health ~~includes~~and Human Services (“~~Subcontractors,~~HHS”), which ~~are~~is ~~any~~responsible ~~entity~~for toenforcing ~~which~~HIPAA, aalso ~~Business~~may ~~Associate~~enter ~~delegates~~into ~~any~~resolution ~~function,~~agreements ~~activity~~requiring orthe ~~service,~~payment ~~other~~of ~~than~~a incivil ~~the~~money ~~capacity~~penalty ofand/or athe ~~member~~establishment of ~~that~~a ~~Business~~corrective ~~Associate’s~~action ~~workforce. PHI~~plan isto ~~broadly~~address ~~defined~~violations asof ~~any~~HIPAA. ~~individually~~HIPAA ~~identifiable~~also ~~health~~authorizes ~~information~~state ~~transmitted~~attorneys orgeneral ~~maintained~~to infile ~~any~~suit ~~form,~~under ~~including~~HIPAA ~~electronic,~~on ~~paper~~behalf orof ~~oral~~state residents. As aCourts ~~general~~can ~~rule~~award damages, acosts ~~Covered~~and ~~Entity~~attorneys' orfees ~~Business~~related ~~Associate~~to ~~may~~violations ~~not~~of ~~use~~HIPAA orin ~~disclose~~such ~~PHI~~cases. ~~except~~As aspart ~~permitted~~of ~~under~~our ~~the~~business ~~Privacy~~operations, ~~Rule. We~~including ~~have~~in ~~implemented~~connection ~~privacy~~with ~~policies~~medical ~~and~~record ~~procedures~~keeping, ~~including~~third-party ~~training~~billing, ~~programs~~research and other services, we and ~~signed~~our ~~Business~~affiliated ~~Associate~~physician ~~Agreements,~~practices ~~designed~~collect toand ~~comply~~maintain ~~with~~PHI ~~the~~regarding ~~requirements~~patients, ofwhich ~~HIPAA~~subjects ~~and~~us ~~the~~to ~~Privacy~~compliance ~~Rule.~~with HIPAA requirements.

Pursuant to HIPAA, HHS has ~~also~~ adopted ~~data~~privacy ~~security~~ regulations, known as the privacy rule, to govern the use and disclosure of PHI (the “~~Security~~Privacy Rule”). ~~that~~The ~~require~~Privacy Rule applies to “Covered Entities,” which are health plans, health care clearinghouses, and health care providers that engage in standardized transactions under HIPAA, and “Business Associates,” towhich ~~implement~~are ~~administrative~~entities that perform functions or services for or on behalf of Covered Entities that involve the use or disclosure of PHI. The term “Business Associate” also includes “Subcontractors,” ~~physical~~which ~~and~~are ~~technical~~any ~~safeguards~~entity to ~~protect~~which ~~the~~a ~~integrity~~Business Associate delegates any function, ~~confidentiality~~activity ~~and~~or ~~availability~~service, other than in the capacity of ~~PHI~~a member of that Business Associate’s workforce. PHI is ~~electronically~~broadly ~~created~~defined as any individually identifiable health information transmitted or maintained in any form, ~~received~~including electronic, ~~maintained~~paper or ~~transmitted~~oral. ~~(such~~As asa ~~between~~general usrule, ~~and~~a ~~our~~Covered ~~affiliated~~Entity ~~physician~~or ~~practices)~~Business Associate may not use or disclose PHI except as permitted under the Privacy Rule. We have implemented ~~security~~privacy policies, ~~procedures~~ and ~~systems~~procedures, including training programs, and signed Business Associate Agreements, designed to comply with the requirements ~~set~~of ~~forth~~HIPAA inand the ~~Security~~Privacy Rule.

InHHS ~~addition,~~has inalso ~~2009,~~adopted ~~Congress~~data ~~enacted~~security ~~the~~regulations ~~Health Information Technology for Economic and Clinical Health~~ (the “~~HITECH~~Security Rule”) ~~Act~~that asrequire ~~part~~Covered ofEntities ~~the American Recovery~~ and ~~Reinvestment~~Business ~~Act. Among~~Associates ~~other changes~~ to ~~the~~implement ~~laws governing PHI~~administrative, ~~HITECH~~physical ~~required OCR to strengthen~~ and ~~expand~~technical ~~HIPAA~~safeguards ~~requirements,~~to ~~increase~~protect ~~penalties~~the ~~for violations~~integrity, ~~give~~confidentiality ~~patients new rights to restrict uses~~ and ~~disclosures~~availability of ~~their~~ PHI, ~~and~~that ~~impose~~is aelectronically ~~number~~created, ofreceived, ~~privacy~~maintained ~~and~~or ~~security~~transmitted ~~requirements~~(such ~~directly~~as onbetween ~~Business~~us ~~Associates.~~and Aour ~~Covered~~affiliated ~~Entity~~physician ~~can~~practices). ~~also~~We behave ~~held~~implemented ~~liable~~security ~~for~~policies, ~~violations~~procedures ofand ~~HIPAA~~systems, ~~resulting~~including ~~from~~training ~~the~~programs, ~~acts~~designed orto ~~omissions~~comply ofwith ~~any~~the ~~Business~~requirements ~~Associate~~set ~~acting~~forth asin ~~its~~the ~~agent.~~Security Rule.

~~Under~~In ~~HIPAA~~addition, in 2009, Congress enacted the Health Information Technology for Economic and Clinical Health (“HITECH”) Act as ~~amended~~part byof ~~regulations~~the ~~promulgated~~American ~~pursuant~~Recovery and Reinvestment Act. Among other changes to ~~HITECH,~~the ~~Covered~~laws ~~Entities~~governing ~~are~~PHI, HITECH required HHS to ~~report~~strengthen ~~any~~and ~~unauthorized~~expand ~~use~~HIPAA orrequirements, ~~disclosure~~increase penalties for violations, give patients new rights to restrict uses and disclosures of their PHI, ~~that~~and ~~meets~~impose a number of privacy and security requirements directly on Business Associates. A Covered Entity can also be held liable for violations of HIPAA resulting from the ~~definition~~acts or omissions of aany ~~breach~~Business toAssociate ~~affected~~acting ~~individuals,~~as ~~HHS~~its agent.

19Under HIPAA, as amended by regulations promulgated pursuant to HITECH, Covered Entities are required to report any unauthorized use or disclosure of PHI that meets the definition of a breach to affected individuals, HHS

and, depending on the number of affected individuals, the media for the affected market. In addition, HIPAA requires Business Associates to report breaches of PHI relating to a particular Covered Entity to that Covered Entity. HITECH further authorizes state Attorneys General to bring civil actions in response to violations of HIPAA that threaten the privacy of state residents. We have adopted breach notification policies and procedures designed to comply with the applicable requirements set forth in HIPAA, as amended by HITECH.19

~~Numerous state~~ and, ~~certain~~depending ~~other~~on ~~federal laws are designed to protect~~ the ~~privacy~~number ~~and security~~ of ~~health~~affected ~~information and other personal information~~individuals, ~~including~~the ~~but~~media ~~not~~for ~~limited~~the toaffected ~~state~~market. ~~medical~~In ~~privacy laws~~addition, ~~state~~HIPAA ~~laws~~requires ~~protecting~~Business ~~personal~~Associates ~~information,~~to ~~state~~report ~~data~~breaches ~~breach~~of ~~notification~~PHI ~~laws,~~relating ~~state~~to ~~genetic~~a ~~privacy~~particular ~~laws,~~Covered ~~human~~Entity ~~subjects~~to ~~research~~that ~~laws~~Covered ~~and federal and state consumer protection laws~~Entity. ~~These~~HITECH ~~additional~~further ~~federal~~authorizes ~~and~~ state ~~privacy~~Attorneys ~~and~~General security-related laws may be more restrictive than HIPAA and could impose additional compliance obligations. For example, the Federal Trade Commission uses its consumer protection authority under Section 5 of the Federal Trade Act to ~~initiate~~bring ~~enforcement~~civil actions in response to ~~alleged privacy and security~~ violations asof ~~well~~HIPAA asthat ~~data~~threaten ~~breaches.~~the ~~The California Consumer Privacy Act (“CCPA”), which went into effect on January 1, 2020, among other things, created new data~~ privacy ~~obligations~~of ~~for~~state ~~covered companies and provides new privacy rights to California~~ residents. ~~The~~We ~~CCPA~~have ~~also~~adopted ~~created a private right of action with statutory damages for certain data breaches, thereby potentially increasing risks associated with a data~~ breach. ~~California~~notification ~~recently~~policies ~~amended~~ and ~~expanded~~procedures ~~CCPA~~designed through another ballot initiative, the California Privacy Rights Act (“CPRA”), passed on November 3, 2020 and made effective as of January 1, 2023. The CPRA also created a new agency, the California Privacy Protection Agency (“CPPA”), which is authorized to ~~issue~~comply substantive regulations and has resulted in increased privacy and information security enforcement. The CCPA regulations also impose proscriptive requirements on businesses regarding how to properly demonstrate compliance with the ~~law's~~applicable requirements. ~~The~~set ~~CPRA~~forth provides even greater rights to consumers with respect to their data, such as the right to correction, data portability, access to information about processing and profiling activities, and opt-out rights. Although there are limited exemptions for PHI and the CCPA's implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, the CCPA may increase our compliance costs and potential liability. Laws similar to the CCPA have passed or have been proposed in several other states and also have been proposed at the federal level. To the extent these laws apply to our operations, they may ultimately have conflicting requirements that would further complicate compliance. Further, new health information standards, whether implemented pursuant to HIPAA, ~~congressional~~as ~~action~~amended orby ~~otherwise, could have a significant effect on the manner in which we handle health-related information, and the cost of complying with these standards could be significant~~HITECH. While these new laws generally include exemptions for HIPAA-covered data, they add layers of complexity to compliance in the U.S. market, and could increase our compliance costs and adversely affect our business.

InNumerous ~~addition,~~state ~~industry~~and ~~groups~~certain ~~such~~other asfederal laws are designed to protect the ~~payment~~privacy ~~card~~and ~~industry~~security ~~have~~of ~~developed~~health ~~self-regulatory~~information ~~guidelines~~and ~~for~~other personal information, including but not limited to state medical privacy ~~and~~laws, state laws protecting personal information, state data ~~security.~~breach Innotification ~~order~~laws, tostate ~~accept~~genetic ~~payments~~privacy ~~from~~laws, ~~payment~~human ~~cards~~subjects ~~through~~research alaws ~~third~~and federal and state consumer protection laws. These additional federal and state privacy and security-~~party~~related ~~vendor,~~laws ~~merchants~~may ~~must~~be ~~use~~more ~~payment~~restrictive ~~card~~than ~~processing~~HIPAA ~~applications~~and ~~that~~could ~~have~~impose ~~been~~additional ~~validated~~compliance obligations. For example, the Federal Trade Commission uses its consumer protection authority under Section 5 of the ~~Payment~~Federal ~~Application~~Trade ~~Data~~Act ~~Security~~to ~~Standard~~initiate enforcement actions in response to alleged privacy and security violations as well as data breaches. The California Consumer Privacy Act (“~~PA-DSS~~CCPA”), which went into effect on January 1, 2020, among other things, created new data privacy obligations for covered companies and ~~complete~~provides new privacy rights to California residents. The CCPA also created a ~~self-assessment~~private ~~questionnaire~~right ~~that~~of ~~complies~~action with ~~the~~statutory ~~Payment~~damages ~~Card~~for ~~Industry~~certain ~~Data~~data ~~Security~~breaches, ~~Standard~~thereby potentially increasing risks associated with a data breach. The CCPA was substantially expanded on January 1, 2023, when the California Privacy Rights Act (“~~PCI-DSS~~CPRA”) amendments to the CCPA became fully operative. ~~Failure~~ The CPRA amendments, among other things, created a new agency, the California Privacy Protection Agency (“CPPA”), which is authorized to ~~comply~~issue substantive regulations and has resulted in increased privacy and information security enforcement and provided even greater rights to consumers with ~~PA-DSS~~respect to their data, such as the right to correction, data portability, access to information about processing and ~~PCI~~profiling activities, and opt-~~DSS~~out ~~may~~rights. ~~result~~Although inthere ~~fines~~are limited exemptions for PHI and ~~penalties~~the ~~imposed~~CCPA's byimplementation ~~payment~~standards ~~card~~and ~~brands~~enforcement practices are likely to remain uncertain for the foreseeable future, the CCPA and/ other state privacy laws may increase our compliance costs and potential liability. Laws similar to the CCPA, or ~~termination~~specifically focusing on consumer health privacy such as the State of Washington's "My Health My Data Act", have passed or have been proposed in several other states and also have been proposed at the ~~merchant~~federal level. Particularly in light of the United States Supreme Court’s ~~relationship~~decision ~~with~~in Dobbs v. Jackson Women’s Health Organization, which overturned Roe v. Wade and eliminated the ~~bank~~constitutional itright ~~relies~~to abortion in the United States, there has been significant attention and state legislative activity on the collection, use and disclosure of health information. To the extent these laws apply to ~~process~~our ~~payment~~operations, ~~card~~they ~~payments~~may ultimately have new or conflicting requirements that would further complicate compliance. Further, new health information standards, whether implemented pursuant to HIPAA, congressional action or otherwise, could have a significant effect on the manner in which we handle health-related information, and the cost of complying with these standards could be significant. While these laws generally include exemptions for HIPAA-covered entities or data, they add layers of complexity to compliance in the U.S. market, and could increase our compliance costs and adversely affect our business.

~~Additional~~In ~~states~~addition, ~~have~~we ~~passed~~are ~~privacy~~subject ~~legislation or have indicated an intent~~ to ~~propose~~a ~~such~~variety ~~legislation, particularly in light~~ of ~~the~~legal ~~United States Supreme Court’s decision in Dobbs v. Jackson Women’s Health Organization, which overturned Roe v. Wade~~ and ~~eliminated~~industry ~~the~~standards ~~constitutional~~with ~~right~~respect to ~~abortion~~information insecurity ~~the~~and ~~United States. In~~ the ~~wake~~handling of ~~the~~other ~~Dobbs~~special ~~decision,~~categories ~~there has been significant attention on the collection, use and disclosure~~ of ~~health information~~data. For ~~instance~~example, onindustry ~~April~~groups ~~22,~~such ~~2024,~~as ~~OCR~~the ~~issued~~payment acard ~~Final~~industry ~~Rule,~~have ~~HIPAA~~developed ~~Privacy~~self-regulatory ~~Rule~~guidelines tofor ~~Support~~privacy ~~Reproductive~~and ~~Health~~data ~~Care~~security. ~~Privacy,~~In ~~which~~order ~~is intended~~ to ~~strengthen~~accept ~~the~~payments ~~Privacy~~from ~~Rule~~payment bycards ~~prohibiting~~through ~~the~~a ~~disclosure~~third-party ofvendor, ~~PHI~~merchants ~~related~~must touse ~~lawful~~payment ~~reproductive~~card ~~health~~processing ~~care~~applications inthat ~~certain~~have ~~circumstances.~~been ~~Additionally,~~validated ~~the~~under ~~state of Washington passed~~ the ~~“My~~Payment ~~Health~~Application My Data ~~Act”~~Security ~~with~~Standard ~~respect to~~ (“~~consumer health data~~PA-DSS”), ~~which~~and iscomplete ~~defined as “personal information that is linked or reasonably linkable to~~ a ~~consumer~~self-assessment ~~and~~questionnaire that ~~identifies~~complies awith ~~consumer’s~~the ~~past,~~Payment ~~present,~~Card orIndustry ~~future~~Data ~~physical~~Security orStandard ~~mental health~~(“PCI-DSS”). ~~and~~Failure ~~which~~to ~~went~~comply ~~into effect in 2024~~ with ~~additional~~PA-DSS ~~privacy rights~~ and ~~compliance~~PCI-DSS ~~obligations.~~may ~~The~~result ~~Federal~~in ~~government~~fines ~~has~~and ~~also~~penalties ~~responded~~imposed by ~~instructing~~payment ~~federal~~card ~~agencies~~brands, ~~such as the OCR~~ and/or ~~FTC,~~termination toof ~~use~~the ~~their~~merchant’s ~~existing~~relationship ~~authority to provide greater protections for consumers~~ with ~~respect to~~ the ~~use~~bank ofit ~~their~~relies ~~data,~~on ~~and~~to ~~more~~process ~~specifically,~~payment ~~their~~card ~~health data~~payments. OCR released a bulletin in December 2022 titled “HIPAA Guidance on Use of Tracking Technologies” which expanded commonly understood interpretations of “individually identifiable health information” and placed limitations on covered entities

20The Federal government has also responded by instructing federal agencies, such as the HHS and FTC, to use their existing authority to provide greater protections for consumers with respect to the use of their data, and more specifically, their health data. For instance, the FTC has been active with respect to enforcement of its Health Breach Notification Rule and in scrutinizing the use and disclosure of sensitive personal information. The FTC also finalized changes to the Health Breach Notification Rule in April 2024. We expect continued scrutiny by federal and state regulators, business partners, and consumers on our collection, use and disclosure of health information. This is of even greater significance with respect to our women’s health services and treatment of pregnant women. We expect to incur additional costs to ensure that our data privacy and security policies, procedures, and activities comply with applicable and evolving legal requirements.

and business associates’ use of online tracking technologies and related vendor engagements. Additionally, the FTC has been active with respect to enforcement of its Health Breach Notification Rule and in scrutinizing the use and disclosure of sensitive personal information. The FTC also finalized changes to the Health Breach Notification Rule in April 2024. We expect continued scrutiny by federal and state regulators, business partners, and consumers on our collection, use and disclosure of health information. This is of even greater significance with respect to our women’s health services and treatment of pregnant women. We expect to incur additional costs to ensure that our data privacy and security policies, procedures, and activities comply with applicable and evolving legal requirements.20

These requirements are also subject to change. On December 10, 2020, ~~OCR~~HHS issued proposed revisions to the Privacy Rule aimed at reducing regulatory burdens that may exist in discouraging coordination of care, including creating an exception to the minimum necessary standard for healthcare coordination, and other proposals to increase patient access to their health information, among other changes. Moreover, on December 27, 2024, HHS issued proposed revisions to the HIPAA Security Rule aimed at strengthening required cybersecurity protections for protected health information. While a final rule has not yet been issued for either proposed rule, if adopted, these proposed changes may require us to update our HIPAA policies and procedures to comply with the new requirements. Compliance with new privacy, security, and breach notification laws, regulations, requirements and self-regulatory guidelines, as well as laws relating to Artificial Intelligence or automated decision making technologies, may result in increased operating costs for our privacy and data practices, and may constrain or require us to alter our business model or operations. For example, changes to HIPAA promulgated pursuant to HITECH further restricted our ability to collect, disclose and use PHI and imposed additional compliance requirements on us.

Although we currently maintain liability insurance coverage intended to cover cyber liability and certain other privacy and security breach-related claims, we cannot ensure that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us in the future where the outcomes of such claims are unfavorable to us. Liabilities in excess of our insurance coverage, including coverage for cyber liability and certain other privacy and security breach-related claims, could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

See also Item 1A. Risk Factors–“Information Systems, Cybersecurity and Data Privacy Risks” and Item 1C. Cybersecurity for additional information.

HIPAA Transaction Requirements

In addition to privacy, security, and breach notifications requirements, HIPAA establishes uniform electronic data transmission standards that all healthcare providers must use for electronic healthcare transactions. For example, claims for reimbursement that are transmitted electronically to third-party payors must comply with specific formatting standards, and these standards apply whether the payor is a government or a private entity. We report medical diagnoses under International Classification of Diseases, 10th Edition (“ICD-10”). If claims are not reported properly under ICD-10 due to technical or coding errors or other implementation issues involving systems, including ours and those of our third-party payors, there can be a delay in the processing and payment of such claims, or a denial of such claims, which could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

Compliance Program

We maintain a compliance program that is designed to include the OIG’s seven fundamental elements of an effective compliance program and which reflects our commitment to complying with all laws, rules and regulations applicable to our business and that meets our ethical obligations in conducting our business (the “Compliance Program”). We believe our Compliance Program provides a solid framework to meet this commitment and our obligations as a provider of healthcare services, including:

•

a Chief Compliance Officer who reports to our Board of Directors on a regular basis;

•

a Compliance Committee consisting of our senior executives;

•

a formal internal audit function, including an Associate Vice President of Internal Audit who reports to the Audit Committee on a regular basis;

•

21our Code of Conduct, which is applicable to our employees, independent contractors, officers and directors;

•

our Code of Professional Conduct – Finance, which is applicable to our ~~employees~~finance personnel, ~~independent~~including ~~contractors~~our Chief Executive Officer, ~~officers~~Chief Financial Officer and ~~directors~~Chief Accounting Officer;

~~our Code of Professional Conduct – Finance, which is applicable to our finance personnel, including our Chief Executive Officer, Chief Financial Officer and Chief Accounting Officer;~~21

•

a disclosure program that includes a mechanism to enable individuals to disclose on a confidential or anonymous basis to the Chief Compliance Officer or any person who is not in the disclosing individual’s chain of command, issues or questions believed by the individual to be a potential violation of criminal, civil, or administrative laws or of company policies or procedures;

•

an organizational structure designed to integrate our compliance objectives into our corporate offices, regions and practices; and

•

education, monitoring and corrective action programs designed to establish methods to promote the understanding of our Compliance Program and adherence to its requirements.

The foundation of our Compliance Program is our Code of Conduct, which is intended to be a comprehensive statement of the ethical and legal standards governing the daily activities of our employees, affiliated professionals, independent contractors, officers and directors. All of our personnel are required to abide by, and are given thorough education regarding, our Code of Conduct. In addition, all employees and affiliated professionals are expected to report incidents that they believe in good faith may be in violation of our Code of Conduct. We maintain a toll-free helpline to permit individuals to report compliance concerns on an anonymous or confidential basis, and to obtain answers to questions about our Code of Conduct. Our Compliance Program, including our Code of Conduct, is administered by our Chief Compliance Officer with oversight by our Chief Executive Officer, Compliance Committee and Board of Directors. Copies of our Code of Conduct and our Code of Professional Conduct – Finance are available on our website, www.Pediatrix.com. Our website and the information contained therein or connected thereto are not incorporated into or deemed a part of this Form 10-K. Any amendments or waivers to our Code of Professional Conduct – Finance will be promptly disclosed on our website following the date of any such amendment or waiver.

GOVERNMENT INVESTIGATIONS

We expect that audits, inquiries and investigations from government authorities, agencies, contractors and payors will occur in the ordinary course of business. Such audits, inquiries and investigations and their ultimate resolutions, individually or in the aggregate, could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

OTHER LEGAL PROCEEDINGS

In the ordinary course of our business, we become involved in pending and threatened legal actions and proceedings, most of which involve claims of medical malpractice related to medical services provided by our affiliated physicians. Our contracts with hospitals generally require us to indemnify them and their affiliates for losses resulting from the negligence of our affiliated physicians and other clinicians. We may also become subject to other lawsuits, including with payors or other counterparties that could involve large claims and significant defense costs. We believe, based upon a review of pending actions and proceedings, that the outcome of such legal actions and proceedings will not have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. The outcome of such actions and proceedings, however, cannot be predicted with certainty and an unfavorable resolution of one or more of them could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

Although we currently maintain liability insurance coverage intended to cover professional liability and certain other claims, we cannot ensure that our insurance coverage will be adequate to cover liabilities arising out of claims asserted against us in the future where the outcomes of such claims are unfavorable to us. With respect to professional liability risk, we self-insure a significant portion of this risk through our wholly owned captive insurance subsidiary. Liabilities in excess of our insurance coverage, including coverage for professional liability and certain other claims, could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. See “Professional and General Liability Coverage.”

22PROFESSIONAL AND GENERAL LIABILITY COVERAGE

~~other~~We ~~claims,~~maintain ~~could~~professional ~~have~~and ageneral ~~material~~liability ~~adverse~~insurance ~~effect~~policies onwith ~~our~~third-party ~~business,~~insurers ~~financial~~generally ~~condition,~~on ~~results~~a ofclaims-made ~~operations~~basis, ~~cash~~subject ~~flows~~to ~~and~~deductibles, ~~the~~self-insured ~~trading~~retention ~~price~~limits, ofpolicy ~~our~~aggregates, ~~securities.~~exclusions, ~~See “Professional~~ and ~~General~~other ~~Liability Coverage.”~~

~~PROFESSIONAL AND GENERAL LIABILITY COVERAGE~~22

We maintain professional and general liability insurance policies with third-party insurers generally on a claims-made basis, subject to deductibles, self-insured retention limits, policy aggregates, exclusions, and other restrictions, in accordance with standard industry practice. We believe that our insurance coverage is appropriate based upon our claims experience and the nature and risks of our business. However, we cannot predict whether any pending or future claim would be successful or, if successful, would not exceed the limits of available insurance coverage.

Our business entails an inherent risk of claims of medical malpractice against our affiliated physicians, clinicians and us. We contract and pay premiums for professional liability insurance that indemnifies us and our affiliated healthcare professionals generally on a claims-made basis for losses incurred related to medical malpractice litigation. Professional liability coverage is required in order for our affiliated physicians to maintain hospital privileges. Our self-insured retention under our professional liability insurance program is maintained primarily through a wholly owned captive insurance subsidiary. We record estimates in our Consolidated Financial Statements for our liabilities for self-insured retention amounts and claims incurred but not reported based on an actuarial valuation using historical loss information, claim emergence patterns and various actuarial assumptions. Liabilities for claims incurred but not reported are not discounted. Because many factors can affect historical and future loss patterns, the determination of an appropriate reserve involves complex, subjective judgment, and actual results may vary significantly from estimates. If the self-insured retention amounts and other amounts that we are actually required to pay materially exceed the estimates that have been reserved, our financial condition, results of operations and cash flows could be materially, adversely affected.

HUMAN CAPITAL MANAGEMENT

We believe our affiliated physicians, other clinical professionals and administrative employees are key to our success. As of December 31, ~~2024~~2025, we had approximately 2,~~335~~295 practicing physicians affiliated with us, and we employed or contracted with approximately 12,~~970~~020 other clinical professionals and approximately 2,~~150~~260 other full-time and part-time employees. Our affiliated physicians and clinicians provide critical medical care through several women’s and children’s healthcare services across 3637 states, providing care to the most vulnerable patient population in the country: expecting mothers and their newborns and children.

We believe that the success of our mission to “Take great care of the patient, every day and in every wayTM” is realized by the engagement and empowerment of our affiliated physicians, other clinicians and administrative employees. Our executive team, including our Senior Vice President of People Services, is responsible for developing and executing our human capital strategy. This includes the attraction, acquisition, development, engagement, compensation and retention of talent. Our People Services team reports to our Chief Executive Officer and regularly engages with our Chief Executive Officer and ~~board~~Board of ~~directors~~Directors and its compensation and talent committee. Our People Services team is a core administrative support function of Pediatrix. Through its functional experts, our People Services team provides support, guidance and consultation in the areas of talent acquisition, employee wellness and safety programs, workplace policies and procedures, training and development and rewards strategies that include compensation, benefits and other rewards. It is the goal of the People Services team to support the needs of our organization and our workforce while serving as a trusted strategic partner to our management team.

We work together to make sound decisions for all of our operations teams and affiliated physician practices. Physicians spend years of their lives learning and training in the science of medicine in order to bring their knowledge and skill to the bedside of a patient. It is an art, honed through repeated patient interactions, that allows any clinician to translate science into compassionate care for our patients. But healthcare is also our business, so we must also take great care of the business. This requires us to work every day to put tools into the hands of our affiliated physicians and other clinical professionals so they can deliver high quality care to our patients.

23Training and Leadership Development

~~Training~~We are committed to the continued development of our people and ~~Leadership~~believe in fostering great leaders. Our Training and Development team is committed to providing an environment that fosters both individual and organizational development. Through its various training and educational programs, the training and development team supports the organization’s commitment to excellence and its mission to “Take great care of the patient, every day and in every wayTM”. We make available a catalog of over 16,000 courses to all audiences across subjects including business skills, leadership and management, office productivity, health and wellness and personal development, among others. The courses are designed to develop great people who become great leaders that will

We are committed to the continued development of our people and believe in fostering great leaders. Our Training and Development team is committed to providing an environment that fosters both individual and organizational development. Through its various training and educational programs, the training and development team supports the organization’s commitment to excellence and its mission to “Take great care of the patient, every day and in every wayTM”. We make available a catalog of over 11,000 courses to all audiences across subjects including business skills, leadership and management, office productivity, health and wellness and personal development, among others. The courses are designed to develop great people who become great leaders that will ultimately shape a great company. Our training materials were enhanced with additional resources to support remote work environments that have remained a valuable alternative for many of our employees. 23

~~One~~ultimately ofshape ~~the greatest predictors of success in our partnerships at the hospital and health system level is~~ a ~~high~~great ~~degree~~company. ofOur ~~strategic~~training ~~alignment~~materials ~~between~~were ~~our~~enhanced ~~clinical~~with ~~leadership~~additional ~~and~~resources ~~our~~to ~~partners.~~support ~~This~~remote ~~requires~~work environments that ~~our clinicians~~ have remained a ~~skill~~valuable ~~set~~alternative ~~beyond~~for ~~just~~many ~~the practice~~ of ~~medicine.~~our employees.

~~Compliance~~One ~~Program~~of the greatest predictors of success in our partnerships at the hospital and ~~Training~~health system level is a high degree of strategic alignment between our clinical leadership and our partners. This requires that our clinicians have a skill set beyond just the practice of medicine.

~~Fundamental to our core values are people and a culture of integrity. Our~~ Compliance ~~Department is led by our Chief Compliance Officer. The Compliance~~ Program ~~is supported by a written Compliance Plan, which details the components, organizational structure~~ and operational aspects of the Compliance Program. Although the Compliance Program is supported by numerous operational policies and procedures, there are some key elements that are critical to its success. These include a Compliance Committee; a written Code of Conduct; new hire and periodic compliance training for all employees; compliance reporting mechanisms; and periodic reports to our board of directors. Participation and completion of annual compliance training is a condition of employment for all employees.Training

~~Health~~Fundamental to our core values are people and ~~Well-Being~~a culture of integrity. Our Compliance Department is led by our Chief Compliance Officer. The Compliance Program is supported by a written Compliance Plan, which details the components, organizational structure and operational aspects of the Compliance Program. Although the Compliance Program is supported by numerous operational policies and procedures, there are some key elements that are critical to its success. These include a Compliance Committee; a written Code of Conduct; new hire and periodic compliance training for all employees; compliance reporting mechanisms; and periodic reports to our Board of Directors. Participation and completion of annual compliance training is a condition of employment for all employees.

WeHealth ~~care about the health~~ and ~~well~~Well-being of our affiliated clinicians, other clinical professionals and our administrative employees and their families and are committed to their health, safety and wellness. We support all of our colleagues in encouraging habits of wellness, increased awareness of factors and resources that contribute to overall well-being and inspire individuals to take responsibility for their own health. When individuals take great care of themselves, we can continue to take great care of our patients and take great care of our business. Being

We ~~provide~~care ~~all~~about ~~our~~the ~~colleagues~~health ~~access~~and towell-being anof ~~Employee~~our ~~Assistance~~affiliated ~~Program (“EAP”) that offers free and confidential assessments~~clinicians, ~~short-term~~other ~~counseling,~~clinical ~~referrals,~~professionals and ~~follow-up~~our ~~services~~administrative to employees ~~who have personal~~ and~~/or~~ ~~work-related~~their ~~problems.~~families ~~Our EAP addresses a broad~~ and ~~complex~~are ~~body~~committed ofto ~~issues~~their ~~affecting mental and emotional well-being~~health, ~~such~~safety ~~as alcohol~~ and ~~other~~wellness. ~~substance~~We ~~abuse,~~support ~~stress,~~all ~~grief,~~of ~~family~~our ~~problems,~~colleagues ~~and psychological disorders. EAP counselors also work~~ in aencouraging ~~consultative~~habits ~~role~~of ~~with~~wellness, ~~managers~~increased ~~and~~awareness ~~supervisors~~of tofactors ~~address employee~~ and ~~organizational~~resources ~~challenges~~that ~~and~~contribute ~~needs. The EAP is designed~~ to ~~help~~overall ~~our~~well-being ~~colleagues lead happier~~ and ~~more~~inspire ~~productive~~individuals ~~lives at home and at work. Our EAP services are available~~ to ~~all~~take ~~eligible~~responsibility ~~employees,~~for their ~~spouses~~own orhealth. ~~domestic~~When ~~partners,~~individuals ~~dependent~~take ~~children,~~great ~~parents~~care ~~and parents-in-law. We encourage all~~ of ~~our~~themselves, ~~employees~~we ~~and~~can ~~their~~continue ~~family members~~ to ~~make~~take ~~full~~great ~~use~~care of ~~this~~our ~~resource~~patients ~~which is designed to help maintain high employee productivity, health,~~ and ~~well-being~~take ingreat ~~all~~care ~~aspects~~ of ~~life~~our business.

~~Total~~We ~~Rewards:~~provide ~~Compensation~~all our colleagues access to an Employee Assistance Program (“EAP”) that offers free and ~~Benefits~~confidential assessments, short-term counseling, referrals, and follow-up services to employees who have personal and/or work-related problems. Our EAP addresses a broad and complex body of issues affecting mental and emotional well-being, such as alcohol and other substance abuse, stress, grief, family problems, and psychological disorders. EAP counselors also work in a consultative role with managers and supervisors to address employee and organizational challenges and needs. The EAP is designed to help our colleagues lead happier and more productive lives at home and at work. Our EAP services are available to all eligible employees, their spouses or domestic partners, dependent children, parents and parents-in-law. We encourage all of our employees and their family members to make full use of this resource which is designed to help maintain high employee productivity, health, and well-being in all aspects of life.

WeTotal ~~value~~Rewards: ~~our~~Compensation ~~colleagues’ contributions to our success~~ and strive to provide all of our colleagues with a competitive and comprehensive total rewards package. This includes robust compensation and benefits programs to help meet the needs of our affiliated physicians, other clinical professionals and administrative employees.Benefits

We ~~take~~value ~~great~~our ~~care~~colleagues’ contributions to ~~ensure that~~ our ~~cash-based~~success ~~compensation~~and ~~packages~~strive ~~are~~to ~~reflective~~provide all of ~~the market value for the work that~~ our colleagues ~~perform. We~~with ~~also~~a ~~understand~~competitive ~~that~~and ~~providing a~~ comprehensive ~~suite~~total ofrewards ~~employee~~package. ~~benefits~~This isincludes ~~essential~~robust tocompensation ~~attracting, retaining~~ and ~~engaging~~benefits ~~world-class~~programs ~~employees. Therefore, we regularly evaluate our benefit offerings~~ to behelp ~~sure~~meet wethe ~~fully~~needs ~~support~~of our ~~employees. In~~affiliated ~~addition to base salaries~~physicians, ~~these~~other ~~offerings~~clinical ~~may~~professionals ~~include~~and aadministrative ~~combination of annual bonuses, stock-based compensation awards, an Employee Stock Purchase Plan, a 401(k) Plan,~~ employees.

24We take great care to ensure that our cash-based compensation packages are reflective of the market value for the work that our colleagues perform. We also understand that providing a comprehensive suite of employee benefits is essential to attracting, retaining and engaging world-class employees. Therefore, we regularly evaluate our benefit offerings to be sure we fully support our employees. In addition to base salaries, these offerings may include a combination of annual bonuses, stock-based compensation awards, an Employee Stock Purchase Plan, a 401(k) Plan, healthcare and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, fertility benefits, and employee assistance programs, among many others.

~~healthcare~~GEOGRAPHIC ~~and insurance benefits, health savings and flexible spending accounts, paid time off, family leave, fertility benefits, and employee assistance programs, among many others.~~ COVERAGE

~~GEOGRAPHIC~~We ~~COVERAGE~~provide physician services across 37 states. During 2025, approximately 64% of our net revenue was generated by operations in our five largest states. Our operations in Texas accounted for approximately 32% of our net revenue for the same period. Although we continue to seek to diversify the geographic scope of our operations, we may not be able to implement successfully or realize the expected benefits of any of these initiatives. Adverse

We provide physician services across 36 states. During 2024, approximately 67% of our net revenue was generated by operations in our five largest states. Our operations in Texas accounted for approximately 32% of our net revenue for the same period. Although we continue to seek to diversify the geographic scope of our operations, we may not be able to implement successfully or realize the expected benefits of any of these initiatives. Adverse changes or conditions affecting states in which our operations are concentrated, such as healthcare reforms, changes in laws, rules and regulations, reduced Medicaid reimbursements, an increase in the income level required to qualify for government healthcare programs or government investigations, may have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. 24

~~SERVICE~~changes ~~MARKS~~or conditions affecting states in which our operations are concentrated, such as healthcare reforms, changes in laws, rules and regulations, reduced Medicaid reimbursements, an increase in the income level required to qualify for government healthcare programs or government investigations, may have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

WeSERVICE have registered with the United States Patent and Trademark Office the service marks “Pediatrix Medical Group and Design,” “Obstetrix Medical Group and Design,” “BabySteps,” the “Baby Design,” “iNewborn,” and “NEO Conference and Design,” among others.MARKS

~~AVAILABLE~~We ~~INFORMATION~~have registered with the United States Patent and Trademark Office the service marks “Pediatrix Medical Group and Design,” “Obstetrix Medical Group and Design,” “BabySteps,” the “Baby Design,” “iNewborn,” and “NEO Conference and Design,” among others.

~~Our~~AVAILABLE annual proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those statements and reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge and may be printed out through our internet website, www.Pediatrix.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). Our proxy statements and reports may also be obtained directly from the SEC's Internet website at www.sec.gov. Our internet website and the information contained therein or connected thereto are not incorporated into or deemed a part of this Form 10-K.INFORMATION

25Our annual proxy statements, annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those statements and reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 are available free of charge and may be printed out through our internet website, www.Pediatrix.com, as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission (“SEC”). Our proxy statements and reports may also be obtained directly from the SEC's Internet website at www.sec.gov. Our internet website and the information contained therein or connected thereto are not incorporated into or deemed a part of this Form 10-K.

~~ITEM 1A. RISK FACTORS~~25

~~Our~~ITEM ~~business is subject to a number of factors that could materially affect future developments and performance~~1A. InRISK addition to factors affecting our business that have been described elsewhere in this Form 10-K, any of the following risks could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. We may update these risk factors in our periodic and other filings with the SEC.FACTORS

~~The~~Our ~~following~~business is subject to a ~~summary~~number of ~~the~~factors ~~principal~~that ~~risk~~could materially affect future developments and performance. In addition to factors affecting our business that have been described elsewhere in this ~~section:~~Form 10-K, any of the following risks could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. Additional risks and uncertainties not presently known to us or that we currently deem immaterial also may impair our business operations. We may update these risk factors in our periodic and other filings with the SEC.

~~Economic~~The ~~conditions~~following ~~could~~is ~~have~~a ansummary ~~adverse~~of ~~effect~~the onprincipal ~~our~~risk ~~business.~~factors described in this section:

•

~~The~~Economic ~~birth~~conditions ~~rate~~could inhave ~~the~~an ~~United~~adverse ~~States~~effect ~~has~~on ~~declined~~our ~~in past years and may decline further~~business.

•

~~Unfavorable~~The ~~changes~~birth orrate ~~conditions~~in ~~could~~the ~~occur~~United inStates ~~the~~has ~~states~~declined ~~where~~in ~~our~~past ~~operations~~years ~~are~~and ~~concentrated~~may decline further.

•

~~Potential~~Unfavorable ~~healthcare~~changes ~~reform~~or ~~efforts~~conditions ~~may~~could ~~have~~occur ain ~~significant~~the ~~effect~~states onwhere our ~~business~~operations are concentrated.

•

~~COVID-19~~Potential ~~necessitated the delivery of certain~~ healthcare ~~services~~reform ~~remotely~~efforts ~~via~~may ~~telehealth,~~have ~~which~~a issignificant ~~subject~~effect toon ~~extensive~~our federal and state regulation, as well as temporary waivers tied to the COVID-19 public health emergency, and certain flexibilities afforded to the provision and reimbursement of telehealth may be rolled backbusiness.

•

~~The~~COVID-19 ~~Medicare~~necessitated ~~Access~~the delivery of certain healthcare services remotely via telehealth, which is subject to extensive federal and ~~CHIP~~state ~~Reauthorization~~regulation, ~~Act~~as ofwell ~~2015~~as ~~(“MACRA”)~~temporary waivers tied to the COVID-19 public health emergency, and ~~potential~~certain ~~changes~~flexibilities afforded to itthe ~~may~~provision and reimbursement of telehealth have anbeen ~~adverse~~and ~~effect~~may oncontinue ~~our~~to ~~business~~be rolled back.

•

The ~~Transparency~~Medicare inAccess ~~Coverage Final Rule, which requires certain health plans~~ and ~~issuers~~CHIP toReauthorization ~~publish~~Act ~~pricing information on in-network and out-~~of~~-network~~ ~~providers~~2015 ~~and~~(“MACRA”) ~~make price comparison~~ and ~~cost-sharing~~potential ~~information~~changes ~~available~~ to ~~insureds,~~it ~~could~~may have aan ~~material~~adverse ~~impact~~effect on our business.

•

~~State~~The ~~budgetary~~Transparency ~~constraints~~in Coverage Final Rule, which requires certain health plans and ~~the~~issuers ~~uncertainty~~to ~~over~~publish ~~the~~pricing ~~future~~information on in-network and out-of-network ~~Medicaid~~providers and make price comparison and cost-sharing information available to insureds, could have ana ~~adverse~~material ~~effect~~impact on our ~~reimbursement from Medicaid programs~~business.

•

~~Congress~~State orbudgetary ~~states~~constraints ~~have,~~ and ~~may~~the ~~continue~~uncertainty ~~to,~~over ~~enact surprise billing or other laws restricting~~ the ~~amount~~future ~~out-~~of~~-network~~ ~~providers~~Medicaid ofcould ~~services~~have ~~can~~an ~~charge~~adverse ~~and~~effect ~~recover~~on ~~for~~our ~~such~~reimbursement ~~services~~from Medicaid programs.

•

~~Expanding~~Congress ~~eligibility~~or states have, and may continue to, enact surprise billing or other laws restricting the amount out-of-network ~~GHC~~providers ~~Programs~~of ~~could~~services ~~adversely~~can ~~affect~~charge ~~our~~and ~~reimbursement~~recover for such services.

•

~~Government-funded~~Expanding ~~programs,~~eligibility ~~private~~of ~~insurers,~~GHC orPrograms ~~state~~could ~~laws~~adversely ~~and~~affect ~~regulations~~our ~~may limit, reduce, or make retroactive adjustments to~~ reimbursement ~~amounts or rates~~.

•

WeGovernment-funded ~~may~~programs, ~~become~~private ~~subject~~insurers, toor ~~billing~~state ~~investigations~~laws byand ~~federal~~regulations ~~and~~may ~~state~~limit, ~~government~~reduce, ~~authorities~~or ~~and~~make ~~private~~retroactive ~~insurers.~~adjustments to reimbursement amounts or rates.

•

~~The~~We ~~healthcare industry is highly regulated and government authorities~~ may ~~determine~~become ~~that~~subject weto ~~have~~billing ~~failed~~investigations toby ~~comply~~federal ~~with~~and ~~applicable~~state ~~laws,~~government ~~rules~~authorities orand ~~regulations~~private insurers.

•

WeThe ~~undertook~~healthcare aindustry ~~transformation~~is ofhighly ~~our~~regulated ~~revenue~~and ~~cycle~~government ~~management~~authorities ~~function~~may ~~from~~determine ~~an outsourced provider to a hybrid function~~ that ~~utilizes~~we ~~both~~have ~~our~~failed ~~corporate personnel as well as one or more third-party service providers. Our failure~~ to ~~execute~~comply awith ~~hybrid~~applicable ~~revenue cycle management function efficiently and effectively may have a material impact on our business~~laws, ~~financial~~rules ~~condition,~~or ~~results of operations, cash flows and the trading price of our securities~~regulations.

•

We ~~currently~~undertook ~~outsource,~~a ~~and~~transformation ~~from~~of ~~time~~our torevenue ~~time~~cycle inmanagement ~~the~~function ~~future~~from ~~may~~an ~~outsource,~~outsourced provider to a ~~portion~~hybrid offunction that utilizes both our ~~internal~~corporate ~~business~~personnel ~~functions~~as towell as one or more third-party service providers. ~~Outsourcing~~Our ~~these~~failure ~~functions~~to ~~has~~execute ~~significant~~a ~~risks,~~hybrid ~~and~~revenue ~~our~~cycle ~~failure~~management tofunction ~~successfully~~efficiently ~~manage~~and ~~these~~effectively ~~risks~~may ~~could~~have ~~materially~~a ~~adversely~~material ~~affect~~impact on our business, financial condition, results of operations, cash flows and ~~financial~~the ~~condition~~trading price of our securities.

•

We ~~may~~currently ~~not~~outsource, ~~find~~and ~~suitable~~from ~~acquisition~~time ~~candidates~~to ortime ~~successfully~~in ~~integrate~~the ~~our~~future ~~acquisitions.~~may ~~Our~~outsource, ~~acquisitions~~a ~~may~~portion ~~expose~~of usour internal business functions to ~~greater~~third-party ~~business~~providers. Outsourcing these functions has significant risks, and our failure to successfully manage these risks could materially adversely affect our ~~payor~~business, ~~mix~~results of operations and financial condition.

•

We may not befind ~~able~~suitable toacquisition candidates or successfully ~~execute~~integrate our ~~same-unit~~acquisitions. Our acquisitions may expose us to greater business risks and ~~organic~~could ~~growth~~affect ~~strategies~~our payor mix.

•

We ~~are~~may ~~subject~~not be able to ~~litigation~~successfully ~~risks~~execute our same-unit and organic growth strategies.

•

We ~~may~~are ~~not~~subject ~~be able~~ to ~~collect~~litigation ~~reimbursements for our services from third-party payors~~risks.

•

~~Our~~We ~~current~~may ~~indebtedness~~not ~~and~~be ~~any~~able ~~future indebtedness could adversely affect us by reducing our flexibility~~ to ~~respond~~collect toreimbursements ~~changing~~for ~~business and economic conditions and expose us to interest rate risk to the extent of any variable rate debt. In addition, a certain portion of~~ our ~~interest~~services ~~expense~~from ~~may~~third-party ~~not be deductible~~payors.

•

WeOur ~~may~~current ~~not~~indebtedness beand ~~able~~any tofuture ~~successfully~~indebtedness ~~recruit,~~could ~~onboard~~adversely ~~and~~affect ~~retain~~us ~~qualified~~by ~~physicians~~reducing ~~and~~our ~~other~~flexibility ~~clinicians~~to respond to changing business and ~~other~~economic ~~personnel,~~conditions and ~~our~~expose ~~compensation~~us ~~expense~~to ~~for~~interest ~~existing~~rate ~~clinicians~~risk ~~and~~to ~~other~~the ~~personnel~~extent of any variable rate debt. In addition, a certain portion of our interest expense may ~~increase~~not be deductible.

•

26We may not be able to successfully recruit, onboard and retain qualified physicians and other clinicians and other personnel, and our compensation expense for existing clinicians and other personnel may increase.

~~We may not be able to maintain effective and efficient information systems or properly safeguard our information systems.~~ 26

•

~~Federal~~We ~~and state laws concerning the privacy and security of personal information~~ may ~~increase~~not ~~our~~be ~~costs~~able ~~and limit our ability~~ to ~~collect~~maintain effective and ~~use~~efficient ~~that~~ information. ~~Any~~systems ~~failure~~ or ~~perceived~~properly ~~failure~~safeguard ~~by us to comply with such laws and regulations may harm~~ our ~~business~~information ~~and operations~~systems.

•

~~Risks~~Our ~~Related~~use of artificial intelligence technologies may expose us to ~~Macroeconomic~~additional ~~Conditions~~legal, regulatory, operational, and competitive risks.

•

~~Economic~~Federal ~~conditions~~and ~~could~~state ~~have~~laws anconcerning ~~adverse~~the ~~effect~~privacy onand security of personal information may increase our costs and limit our ability to collect and use that information. Any failure or perceived failure by us to comply with such laws and regulations may harm our business and operations.

Risks ~~Our~~Related operations and performance depend significantly on economic conditions. During the year ended December 31, 2024, the percentage of our patient service revenue being reimbursed under GHC Programs decreased as compared to ~~the~~Macroeconomic year ended December 31, 2023. If, however, economic conditions in the United States deteriorate, we could experience shifts toward GHC Programs, and patient volumes and reimbursement for services we provide could decline. Further, we could experience and have experienced shifts toward GHC Programs if changes occur in population demographics within geographic locations in which we provide services. Adverse economic conditions could also lead to additional increases in the number of unemployed and under-employed workers and a decline in the number of private employers that offer healthcare insurance coverage to their employees. Employers that do offer healthcare coverage may increase the required contributions from employees to pay for their coverage and increase patient responsibility amounts. In addition, certain private payors’ poor experience with the healthcare insurance exchanges and any uncertainty around the future of the ACA, and healthcare insurance exchanges may result in those payors exiting the healthcare insurance exchange marketplaces or the cessation of the healthcare insurance exchanges. As a consequence, the number of patients who participate in GHC Programs or who are uninsured or underinsured could increase. Payments received from GHC Programs are substantially less than payments received from private healthcare insurance programs (managed care and other third-party payors). Payments under policies issued through the healthcare insurance exchanges may be less than payments from private healthcare insurance programs and in some cases, patients’ responsibility for costs related to healthcare plans obtained through the healthcare insurance exchanges may be high and could increase in the future, and we may experience increased bad debt due to patients’ inability to pay for certain services. A payor mix shift from private healthcare insurance programs to GHC Programs or to healthcare insurance exchanges has resulted and may continue to result in an increase in our estimated provision for contractual adjustments and uncollectibles and a corresponding decrease in our net revenue, as well as a significant reduction in our average reimbursement rates. While we have developed a number of strategic initiatives across our organization, in both our shared services functions and our operational infrastructure, to address some of the effects of changes in economic conditions, there is no assurance that these initiatives will be successful in generating improvements in our general and administrative expenses and our operational infrastructure. If these initiatives are unsuccessful, it could have an adverse effect on our financial condition, results of operations, cash flows and the trading price of our securities.Conditions

AnEconomic ~~erosion~~conditions in the tax base caused by a general economic downturn can cause restrictions on the federal and state governments’ abilities to obtain financing and a decline in spending. If the economy were to contract (for example, as a result of a future global pandemic, international or domestic conflict, inflation, or as a result of a significant increase in prevailing interest rates), our government payors or other counterparties that owe us money could be delayed in obtaining, or may not be able to obtain, necessary funding and/or financing to meet their cash flow needs. As a result, we may face increased pricing pressure, termination of contracts, reimbursement rate cuts or reimbursement delays from Medicare and Medicaid and other governmental payors, which could have an adverse effect on our ~~financial condition, results of operations, cash flows and the trading price of our securities~~business.

In ~~addition~~Our operations and performance depend significantly on economic conditions. During the year ended December 31, 2025, the Upercentage of our patient service revenue being reimbursed under GHC Programs remained stable as compared to the year ended December 31, 2024.S If, however, economic conditions in the United States deteriorate, we could experience shifts toward GHC Programs, and patient volumes and reimbursement for services we provide could decline. ~~federal~~Further, ~~government~~we ~~has~~could ~~implemented~~experience and ~~threatened~~have experienced shifts toward GHC Programs if changes occur in population demographics within geographic locations in which we provide services. Adverse economic conditions could also lead to ~~implement~~additional ~~tariffs~~increases onin the number of unemployed and under-employed workers and a decline in the number of private employers that offer healthcare insurance coverage to their employees. Employers that do offer healthcare coverage may increase the required contributions from employees to pay for their coverage and increase patient responsibility amounts. In addition, certain ~~foreign~~private ~~goods~~payors’ poor experience with the healthcare insurance exchanges and any uncertainty around the future of the ACA, and healthcare insurance exchanges may ~~implement~~result ~~additional~~in those payors exiting the healthcare insurance exchange marketplaces or ~~greater~~the ~~tariffs~~cessation onof ~~foreign~~the ~~goods~~healthcare insurance exchanges. As a consequence, ~~which~~the number of patients who participate in GHC Programs or who are uninsured or underinsured could increase. Payments received from GHC Programs are substantially less than payments received from private healthcare insurance programs (managed care and other third-party payors). Payments under policies issued through the healthcare insurance exchanges may ~~have~~be anless ~~impact~~than onpayments from private healthcare insurance programs and in some cases, patients’ responsibility for costs related to healthcare plans obtained through the ~~cost~~healthcare ofinsurance exchanges may be high and could increase in the future, and we may experience increased bad debt due to patients’ inability to pay for certain ofservices. A payor mix shift from private healthcare insurance programs to GHC Programs or to healthcare insurance exchanges has in the past resulted and, if it were to occur again in the future may result in an increase in our ~~supplies~~estimated provision for contractual adjustments and uncollectibles and a corresponding decrease in our ~~operations~~net ifrevenue, ~~such~~as ~~tariffs~~well ~~remain~~as a significant reduction in ~~effect~~our average reimbursement rates. ~~The~~We ~~ultimate~~have ~~impact~~developed ofa ~~any~~number ~~tariffs~~of ~~will~~strategic ~~depend~~initiatives onacross ~~various~~our ~~factors~~organization, ~~including~~in ifboth ~~any~~our ~~tariffs~~shared ~~are~~services ~~ultimately~~functions ~~implemented~~and our operational infrastructure, to address some of the ~~timing~~effects of ~~implementation~~changes in economic conditions; however, these initiatives might not be successful in generating improvements in our general and ~~the~~administrative ~~amount~~expenses and our operational infrastructure. If these initiatives are unsuccessful, ~~scope~~it ~~and~~could ~~nature~~have an adverse effect on our financial condition, results of operations, cash flows and the ~~tariffs.~~trading price of our securities.

~~The~~An ~~birth~~erosion ~~rate~~in the tax base caused by a general economic downturn can cause restrictions on the federal and state governments’ abilities to obtain financing and a decline in spending. If the ~~United~~economy ~~States~~were ~~has~~to ~~declined~~contract (for example, as a result of a future global pandemic, international or domestic conflict, inflation, or as a result of a significant increase in prevailing interest rates), our government payors or other counterparties that owe us money could be delayed in obtaining, or may not be able to obtain, necessary funding and/or financing to meet their cash flow needs. As a result, we may ~~decline~~face ~~further~~increased pricing pressure, termination of contracts, reimbursement rate cuts or reimbursement delays from Medicare and Medicaid and other governmental payors, which could have an adverse effect on our financial condition, results of operations, cash flows and the trading price of our securities.

27In addition, the U.S. federal government has implemented and threatened to implement tariffs on certain foreign goods and may implement additional or greater tariffs on foreign goods, which may have an impact on the cost of certain of our supplies and our operations if such tariffs remain in effect. The ultimate impact of any tariffs will depend on various factors, including if any tariffs are ultimately implemented, the timing of implementation, and the amount, scope and nature of the tariffs.

~~Birth~~The ~~data~~birth ~~for~~rate ~~2023 indicate that total births~~ in the United States ~~decreased~~has ~~compared~~declined ~~to 2022. Provisional data for 2024 is not yet available. Future declines in births are possible, particularly if there is an economic recession,~~ and ~~could~~may ~~have~~decline ~~an adverse effect on our patient volumes, net revenue, results of operations, cash flows, financial condition and the trading price of our securities~~further.

~~Unfavorable changes or conditions could occur in the states where our operations are concentrated.~~27

ABirth ~~majority~~data offor ~~our~~2024 ~~net~~indicate ~~revenue~~that total births in ~~2024~~the ~~was~~United ~~generated~~States increased by ~~our~~1% ~~operations~~compared into ~~five states~~2023. InProvisional ~~particular,~~data ~~Texas accounted~~ for ~~approximately~~2025 ~~32%~~is ofnot ~~our~~yet ~~net revenue in 2024~~available. ~~See~~Despite ~~Item~~the 1.slight ~~Business—“Geographic~~increase ~~Coverage.”~~in ~~Adverse~~the ~~changes~~number orof ~~conditions~~total ~~affecting~~births ~~these~~in ~~particular states~~2024, ~~such~~the asbirth ~~healthcare~~rate ~~reforms,~~has ~~changes~~generally indeclined ~~laws~~ and ~~regulations,~~future ~~increases~~declines in ~~unreimbursed~~births ~~services~~are ~~arising from services furnished to undocumented noncitizens~~possible, ~~reduced~~particularly ~~Medicaid~~if ~~eligibility~~there oris ~~reimbursements~~an ~~and government investigations,~~ economic ~~conditions~~recession, ~~weather conditions,~~ and ~~natural~~could ~~disasters may~~ have an adverse effect on our ~~business~~patient volumes, ~~financial~~net ~~condition~~revenue, results of operations, cash flows, financial condition and the trading price of our securities.

~~The~~Unfavorable ~~value~~changes ofor ~~our~~conditions ~~common~~could ~~stock~~occur ~~may~~in ~~fluctuate~~the states where our operations are concentrated.

~~There~~A ~~has~~majority ~~been~~of ~~significant~~our ~~volatility~~net revenue in ~~the~~2025 ~~market~~was ~~price~~generated ofby ~~securities~~our ofoperations ~~healthcare~~in ~~companies~~five ~~generally~~states. ~~that~~In weparticular, ~~believe~~Texas inaccounted ~~many~~for ~~cases~~approximately ~~has~~32% ~~been~~of ~~unrelated~~our tonet ~~operating~~revenue ~~performance~~in 2025. InSee ~~addition,~~Item we1. ~~believe~~Business—“Geographic ~~that~~Coverage.” ~~certain~~Adverse ~~factors,~~changes ~~such~~or asconditions ~~actual~~affecting ~~and~~these ~~potential~~particular ~~legislative and regulatory developments~~states, ~~including~~such ~~announced~~as ~~regulatory~~healthcare ~~investigations~~reforms, ~~quarterly~~changes ~~fluctuations~~ in ~~our~~laws ~~actual~~and orregulations, ~~anticipated~~increases ~~results~~in ofunreimbursed ~~operations,~~services ~~lower~~arising ~~revenue~~from orservices ~~earnings~~furnished ~~than~~to ~~those~~undocumented ~~anticipated~~noncitizens, byreduced ~~securities~~Medicaid ~~analysts,~~eligibility ~~not~~or ~~meeting~~reimbursements ~~publicly~~and ~~announced~~government ~~expectations~~investigations, ~~general~~ economic ~~and~~conditions, ~~financial~~weather ~~market~~ conditions, and ~~the~~natural ~~effect~~disasters ofmay ~~short~~have ~~interest~~an inadverse ~~our~~effect ~~common~~on ~~stock~~our ~~could~~business, ~~cause~~financial ~~the~~condition, ~~price~~results of ~~our~~operations, ~~common~~cash ~~stock~~flows toand ~~fluctuate~~the ~~substantially~~trading price of our securities.

The ~~widespread~~value ~~outbreak~~ of ~~an illness or any other communicable disease, or any other public health crisis, and the governmental responses thereto, could adversely affect~~ our ~~business,~~common ~~financial~~stock ~~condition~~may ~~and results of operations~~fluctuate.

~~Widespread~~There ~~outbreaks~~has ofbeen ~~disease~~significant orvolatility ~~other~~in ~~public~~the ~~health~~market ~~crises~~price ~~and~~of ~~responses~~securities ~~thereto~~of ~~have~~healthcare incompanies ~~the~~generally ~~past~~that ~~and~~we ~~may~~believe in ~~the~~many ~~future~~cases ~~negatively~~has ~~impact~~been ~~the~~unrelated ~~global~~to ~~economy~~operating performance. In addition, ~~disrupt~~we ~~global~~believe ~~supply~~that ~~chains~~certain ~~and~~factors, ~~create~~such ~~significant~~as ~~volatility~~actual and ~~disruption~~potential oflegislative ~~financial~~and ~~markets.~~regulatory ~~For~~developments, ~~example~~including announced regulatory investigations, quarterly fluctuations in our ~~operating~~actual or anticipated results ~~were~~of ~~significantly~~operations, ~~impacted~~lower byrevenue ~~the~~or ~~COVID-19~~earnings ~~pandemic~~than ~~beginning~~those inanticipated ~~mid-March~~by ~~2020~~securities analysts, ~~but~~not ~~volumes~~meeting ~~began~~publicly toannounced ~~normalize~~expectations, ingeneral ~~May~~economic ~~2020~~and financial market conditions, and ~~substantially~~the ~~recovered~~effect ~~during~~of short interest in our common stock could cause the ~~months~~price of ~~June~~our ~~2020~~common ~~through~~stock ~~December~~to ~~2020~~fluctuate substantially.

AThe ~~future~~widespread ~~pandemic~~outbreak orof ~~outbreak,~~an ~~and~~illness or any ~~government~~other ~~response~~communicable ~~thereto~~disease, ~~could~~or ~~result~~any inother apublic ~~material~~health ~~adverse effect on our business~~crisis, ~~results of operations, financial condition, prospects~~ and the ~~trading~~governmental ~~prices~~responses ~~of our securities~~thereto, ~~and~~ could ~~heighten~~adversely ~~many~~affect ~~of the other risks associated with~~ our business ~~and indebtedness~~, ~~including~~financial ~~those~~condition ~~described~~and inresults ~~this~~of ~~Form 10-K~~operations.

~~Risks~~Widespread ~~Related~~outbreaks of disease or other public health crises and responses thereto have in the past and may in the future negatively impact the global economy, disrupt global supply chains and create significant volatility and disruption of financial markets. For example, our operating results were significantly impacted by the COVID-19 pandemic beginning in mid-March 2020, but volumes began to ~~Governmental~~normalize ~~Changes~~in May 2020 and substantially recovered during the ~~Healthcare~~months ~~Regulatory~~of ~~Environment~~June 2020 through December 2020.

~~Potential~~A ~~healthcare~~future ~~reform~~pandemic ~~efforts~~or ~~may~~outbreak, ~~have~~and any government response thereto, could result in a ~~significant~~material adverse effect on our business, results of operations, financial condition, prospects and the trading prices of our securities, and could heighten many of the other risks associated with our business and indebtedness, including those described in this Form 10-K.

WeRisks ~~could~~Related ~~be affected by potential changes~~ to ~~healthcare~~Governmental ~~laws,~~Changes ~~rules~~ and ~~regulations,~~the ~~including~~Healthcare ~~changes~~Regulatory ~~to subsidies, healthcare insurance marketplaces and Medicaid expansion and contraction.~~Environment

~~All~~Potential ~~federal~~healthcare ~~and~~reform ~~state~~efforts ~~government health care programs, including for example Medicare, Medicaid and the ACA,~~ may behave ~~subject to change as~~ a result of political, legislative, regulatory, and administrative developments, as well as judicial proceedings. The results of the 2024 federal election, including the election of President Trump and Republican control of both houses of Congress, may result in significant ~~changes~~effect ~~in,~~on ~~and~~our ~~have resulted in uncertainty with respect to, legislation, regulation, implementation or repeal of laws and rules related to government health programs, including Medicare and Medicaid~~business. In addition, the staff of the Department of Government Efficiency (the "DOGE"), an executive administrative agency created by the second Trump Administration, have been provided access to key payment and contracting systems at CMS to look for opportunities for improving efficiency and to identify fraud and ineffective use of resources. While we cannot predict the actions of the DOGE, there is a possibility

28We could be affected by potential changes to healthcare laws, rules and regulations, including changes to subsidies, healthcare insurance marketplaces and Medicaid expansion and contraction.

~~that~~All ~~changes~~federal ~~will~~and state government health care programs, including for example Medicare, Medicaid and the ACA, may be ~~made~~subject to ~~CMS~~change ~~spending~~as a result of political, legislative, regulatory, and administrative developments, as well as judicial proceedings. The current administration and Republican-controlled Congress may result in significant changes in, and have resulted in uncertainty with respect to, legislation, regulation, implementation or repeal of laws and rules related to government health programs, including Medicare and Medicaid. Further, efforts by the second Trump Administration to limit federal agency budgets or personnel may result in program cuts and reductions to agency budgets, employees, and operations, which could ~~ultimately~~result ~~affect~~in increased costs or other negative impacts on our ~~financial~~business ~~condition~~that ~~and~~are ~~results~~difficult ofto ~~operation~~predict. In addition, the staff of an executive administrative agency created by the second

While there have been multiple attempts to repeal or amend the ACA through legislative action and legal challenges, legislative attempts to completely repeal the ACA have been unsuccessful to date. However, another significant challenge to the ACA is advancing in federal courts. Specifically, in Braidwood Management v. Becerra, the plaintiffs argue that the ACA’s requirement that insurance cover certain preventive services without cost sharing is unconstitutional. On September 7, 2022, a federal district court in Texas ruled partly in favor of the plaintiffs and partly in favor of the Department of Health and Human Services, which is defending the ACA, finding, among other things, that the requirement that self-funded plans and insurers cover certain preventive services violates the plaintiffs' rights under the Religious Freedom Restoration Act. The federal government appealed this decision to the Fifth Circuit Court of Appeals, which subsequently issued an administrative stay of the district court’s ruling, thereby allowing the federal government to continue enforcing the preventive services requirement while the 5th Circuit considers the case. On June 21, 2024, the 5th Circuit issued a limited decision applicable only to the plaintiffs, finding that HHS exceeded its constitutional authority by delegating decision-making power to the U.S. Preventive Services Task Force ("USPSTF"). But the 5th Circuit overturned the district court’s decision to vacate the entire rule nationally, which reinstated the requirement for health plans to continue covering ACA-mandated preventive care services without cost sharing. On September 19, 2024, plaintiffs filed a petition for a writ of certiorari with the United States Supreme Court, arguing that HHS’ delegation to USPSTF violates the U.S. Constitution Appointments Clause, and seeking to have the preventive services coverage requirement thrown out. If the Supreme Court decides to hear the case and the plaintiffs succeed, millions of Americans could lose access to preventive care guaranteed by the ACA or be forced to pay out of pocket for these services, and such an outcome could materially impact our business. 28

~~The~~Trump ~~ACA~~Administration was provided ~~premium~~access ~~tax credits~~ to ~~help~~key ~~make~~payment ~~insurance more affordable for individuals~~ and ~~families~~contracting ~~with~~systems ~~incomes~~at ~~between~~CMS ~~100%~~to ~~and~~look ~~400%~~for ofopportunities ~~the~~for ~~federal~~improving ~~poverty~~efficiency ~~limit.~~and ~~The~~to ~~American~~identify ~~Rescue~~fraud ~~Plan~~and ~~Act~~ineffective ~~("ARPA")~~use ~~enacted~~of inresources. ~~March~~State ~~2021~~governments, ~~temporarily~~including ~~extended~~Florida, ~~these~~have ~~tax~~implemented ~~credits~~similar toinitiatives ~~individuals~~focused ~~with~~on ~~incomes~~improving ~~above~~efficiency ~~400% of the federal poverty level~~ and ~~made~~identifying ~~the~~fraud ~~subsidy~~in ~~more~~state ~~generous~~healthcare ~~for those below 400%~~programs. ~~The~~While ~~ARPA~~we ~~tax~~cannot ~~credits~~predict ~~were~~the ~~originally~~actions ~~set~~of ~~to expire on January 1, 2023, but Congress through~~ the ~~Inflation~~current ~~Reduction~~administration ~~Act,~~or ~~enacted~~state ~~in mid-2022~~governments, ~~extended~~there ~~the~~is ~~expanded~~a ~~tax~~possibility ~~credits~~that ~~through 2025. Partially because of these~~ changes, ~~millions~~may ofbe ~~people~~made ~~newly~~to ~~enrolled~~CMS inand/or ~~health~~state-level ~~exchange plans. If these tax credits are allowed to lapse~~spending, ~~many~~which ~~Americans~~ could ~~lose~~ultimately ~~insurance~~affect ~~coverage,~~our ~~and~~financial ~~that~~condition ~~change~~and ~~could~~results ~~have~~of ~~a material impact on our business~~operation.

~~The~~While ~~second~~there ~~Trump~~have ~~Administration~~been ~~may~~multiple ~~seek~~attempts to ~~advance~~repeal ~~changes~~or toamend the ~~U.S.~~ACA ~~healthcare~~through ~~system~~legislative action and legal challenges, ~~including~~legislative ~~changes~~attempts to completely repeal the ACA ~~that~~have ~~would~~been ~~eliminate~~unsuccessful orto ~~reduce~~date. ~~certain~~Most ~~subsidies~~recently, ~~modify~~on ~~certain~~June ~~benefits~~27, ~~and~~2025, ~~allow~~the ~~competition~~United ~~from~~States ~~short-term~~Supreme ~~limited~~Court ~~duration~~issued ~~insurance~~its ~~products~~decision in Braidwood Management v. Becerra, ~~all~~upholding ofthe ~~which~~ACA’s ~~could~~requirement ~~result~~that inprivate ~~fewer~~health ~~people~~plans ~~with~~cover ~~insurance,~~certain orpreventive ~~fewer~~services ~~people~~recommended ~~with~~by ~~ACA~~the ~~compliant~~U.S. ~~insurance,~~Preventive Services Task Force without cost sharing and ~~these~~rejecting ~~changes~~the ~~could~~plaintiffs' ~~have~~claims athat ~~material~~the ~~impact~~requirements onis ~~our~~unconstitutional ~~business.~~and Weviolated ~~cannot~~the ~~say~~plaintiffs' ~~for~~rights ~~certain~~under ~~whether~~the ~~there~~Religious ~~will~~Freedom Restoration Act. There may be additional future challenges to the ACA orand ~~what~~the impact, ifof ~~any,~~ such challenges, ~~may~~if ~~have~~any, on our business are uncertain. Changes resulting from these proceedings, and any legislative or administrative change to the current healthcare financing system, could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

InThe ~~addition~~ACA provided premium tax credits to ~~the~~help ~~ACA,~~make ~~there~~insurance ~~could~~more beaffordable ~~changes~~for toindividuals ~~other~~and ~~GHC~~families ~~Programs,~~with ~~such~~incomes asbetween a100% ~~change~~and to400% of the ~~Medicaid~~federal ~~program~~poverty ~~design~~limit. orThe ~~Medicaid~~American ~~coverage~~Rescue ~~and~~Plan ~~reimbursement~~Act ~~rates~~("ARPA") ~~set~~enacted ~~forth~~in ~~under~~March ~~federal~~2021, ortemporarily ~~state~~extended ~~law.~~these ~~Historically,~~tax ~~Congress~~credits to individuals with incomes above 400% of the federal poverty level and made the ~~Administration~~subsidy ~~sought~~more togenerous ~~convert~~for ~~Medicaid~~those ~~into~~below a400%. ~~block~~The ~~grant~~ARPA ortax credits were originally set to ~~institute~~expire ~~per~~on ~~capita~~January ~~spending~~1, ~~caps~~2023, ~~among~~but ~~other~~Congress ~~things.~~through ~~These~~the ~~changes,~~Inflation ifReduction ~~implemented~~Act, ~~could~~enacted ~~eliminate~~in mid-2022, extended the ~~guarantee~~expanded ~~that~~tax ~~everyone~~credits ~~who~~through isDecember ~~eligible~~31, ~~and~~2025. ~~applies~~While ~~for~~legislation ~~Medicaid~~to ~~benefits~~extend ~~would~~the ~~receive~~ARPA ~~them~~tax ~~and~~credits ~~could~~has ~~potentially~~been ~~give~~introduced, ~~states~~no ~~new~~such ~~authority~~extension tohas ~~restrict~~been ~~eligibility,~~adopted ~~cut~~to ~~benefits~~date. ~~and/or~~Partially ~~make~~because itof ~~more~~these ~~difficult~~changes, ~~for~~millions of people tonewly ~~enroll.~~enrolled ~~Additionally,~~in ~~several~~health ~~states~~exchange ~~are~~plans. ~~considering~~The ~~and~~enhanced ~~pursuing~~premium ~~changes~~subsidies tolapsed ~~their~~on ~~Medicaid~~December ~~programs~~31, ~~such~~2025, but further extensions remain subject to ongoing legislative consideration as ~~requiring~~of ~~recipients~~the date of this report. Due to ~~engage~~the lapse in ~~employment~~these ortax ~~education~~credits, ~~activities~~Americans aswill aface ~~condition~~much ofhigher ~~eligibility~~monthly premiums for ~~most~~ACA ~~adults,~~marketplace ~~disenrolling~~plans ~~recipients~~and ~~for~~many ~~failure~~Americans tocould ~~pay~~lose ainsurance ~~premium,~~coverage. orThis ~~adjusting~~change ~~premium~~could ~~amounts~~have ~~based~~a material impact on ~~income.~~our business.

~~Many~~The ~~states~~second ~~have~~Trump ~~transitioned~~Administration amay ~~substantial~~seek ~~portion~~to ofadvance ~~their~~changes ~~Medicaid~~to ~~program~~the ~~beneficiaries~~U.S. ~~into~~healthcare ~~Managed Medicaid Plans~~system, ~~which~~including ~~are~~changes ~~administered~~to bythe ~~commercial~~ACA ~~insurance~~that ~~companies.~~would ~~Managed~~eliminate ~~Medicaid~~or ~~Plans~~reduce ~~have~~certain ~~some flexibility to set rates for providers~~subsidies, ~~but~~modify ~~many~~certain ~~states~~benefits ~~require~~and ~~minimum~~allow ~~provider~~competition ~~rates~~from inshort-term ~~their~~limited ~~contracts~~duration ~~with~~insurance ~~such plans. Each year~~products, ~~CMS~~all ~~releases~~of ~~the~~which ~~annual~~could ~~Medicaid~~result ~~Managed~~in ~~Care~~fewer ~~Rate~~people ~~Development~~with ~~Guide~~insurance, ~~which~~or ~~provides~~fewer ~~federal~~people ~~baseline~~with ~~rules~~ACA ~~for~~compliant ~~setting~~insurance, ~~reimbursement~~and ~~rates~~these inchanges ~~managed~~could ~~care~~have ~~plans.~~a Wematerial ~~could~~impact beon ~~affected~~our bybusiness. ~~lower reimbursement~~

29In addition to the ACA, there could be changes to other GHC Programs, such as a change to the Medicaid program design or Medicaid coverage and reimbursement rates set forth under federal or state law. For example, on July 4, 2025, President Trump signed into law the One Big Beautiful Bill Act, which reforms the Medicaid program by eliminating certain financial incentives for states that have expanded their Medicaid programs under the ACA, imposing work requirements on certain adult beneficiaries, and requiring states to increase patient cost-sharing amounts for certain services. These reforms to the Medicaid program could have a material impact on our business.

~~rates~~Historically, inCongress ~~some~~and orthe ~~all~~Trump ofAdministration ~~the~~sought ~~Managed~~to convert Medicaid ~~Plans~~into ~~with~~a ~~which~~block wegrant ~~participate.~~or Weto ~~could~~institute ~~also~~per becapita ~~materially~~spending ~~impacted~~caps, ifamong weother ~~are~~things. ~~dropped~~These ~~from~~changes, if implemented, could eliminate the ~~provider~~guarantee ~~network~~that ineveryone ~~one~~who oris ~~more~~eligible ofand ~~the~~applies ~~Managed~~for Medicaid ~~Plans~~benefits ~~with~~would ~~which~~receive wethem ~~currently~~and ~~participate.~~could Inpotentially ~~Florida~~give states new authority to restrict eligibility, cut benefits and/or make it more ~~than~~difficult ~~75%~~for ofpeople ~~the~~to enroll. Additionally, several states are considering and pursuing changes to their Medicaid ~~population~~programs, ~~participates~~such as requiring recipients to engage in employment or education activities as a ~~Managed~~condition ~~Medicaid~~of ~~Plan,~~eligibility ~~with~~for ~~even~~most ~~higher~~adults, ~~participation~~disenrolling ~~rates~~recipients for ~~children~~failure to pay a premium, or adjusting premium amounts based on income.

InMany ~~response~~states tohave ~~the~~transitioned ~~COVID-19~~a ~~Public~~substantial ~~Health~~portion ~~Emergency~~of ~~(“PHE”),~~their ~~Congress~~Medicaid ~~passed~~program ~~the~~beneficiaries ~~Family~~into ~~First~~Managed ~~Coronavirus~~Medicaid ~~Response Act~~Plans, which ~~provided~~are ~~state~~administered ~~Medicaid~~by ~~programs~~commercial ainsurance 6companies.2 ~~percentage~~Managed ~~point~~Medicaid ~~increase~~Plans inhave ~~the~~some ~~Federal~~flexibility ~~Medical~~to ~~Assistance~~set ~~Percentage~~rates ~~(“FMAP”) if states meet certain maintenance of eligibility (“MOE”) requirements that ensure continuous coverage~~ for ~~current enrollees. As a result~~providers, ~~all~~but ~~Medicaid~~many ~~beneficiaries~~states ~~were~~require ~~continuously~~minimum ~~enrolled~~provider rates in ~~Medicaid~~their ~~during~~contracts ~~much~~with ofsuch ~~the COVID-19 PHE~~plans. ~~Legislation~~Each ~~enacted in late 2022 phased down the FMAP increase from April 1~~year, ~~2023~~CMS toreleases ~~December 31, 2023. To continue receiving~~ the ~~increased~~annual ~~FMAP~~Medicaid ~~during~~Managed ~~that~~Care ~~transition~~Rate ~~period,~~Development ~~states~~Guide ~~were~~which ~~required~~provides tofederal ~~conduct~~baseline ~~Medicaid~~rules ~~eligibility~~for ~~redeterminations~~setting ~~and~~reimbursement ~~renewals~~rates ~~beginning~~in ~~April~~managed 1,care ~~2023~~plans. AsWe ofcould ~~December 31, 2023, there will~~ be noaffected ~~additional~~by ~~increase~~lower inreimbursement ~~FMAP.~~rates ~~More than 13 million people enrolled~~ in ~~Medicaid~~some ~~lost~~or ~~coverage~~all ~~as a result~~ of ~~these~~the ~~changes,~~Managed ~~and~~Medicaid ~~more~~Plans ~~disenrollments~~with ~~are~~which ~~expected~~we participate. ~~This~~ ~~change~~We could ~~have~~also abe ~~material~~materially ~~impact~~impacted ~~on our business.~~

Moreover, certain potentially material changes seem likely with respect to government reimbursement and the healthcare industry in general. For instance, the 2024 Medicare Physician Fee Schedule Final Rule decreased the 2024 conversion factor (i.e., the amount Medicare pays per relative value unit (wRVU)) by nearly 3.4% from the 2023 amount. Congress enacted legislation to moderate some of these cuts, but Medicare payments to physicians still decreased in 2024. For 2025, Medicare payments to physicians may again decrease. These reductions adversely affect reimbursement for physician services and could also negatively impact other GHC Program reimbursement and commercial payor reimbursement. These changes could materially impact our business.29

Weif ~~cannot~~we ~~predict~~are ~~with~~dropped ~~any~~from ~~assurance~~ the ~~ultimate~~provider ~~effect~~network ofin ~~these~~one ~~laws~~or ~~and~~more ~~resulting~~of ~~changes~~the toManaged ~~payments~~Medicaid ~~under~~Plans ~~GHC~~with ~~Programs,~~which ~~nor can~~ we ~~provide~~currently ~~any~~participate. ~~assurance~~In ~~that they will not have a material adverse effect on our business~~Florida, ~~financial~~more ~~condition,~~than ~~results~~75% of ~~operations, cash flows and~~ the ~~trading~~Medicaid ~~price~~population ofparticipates ~~our~~in ~~securities.~~a ~~Further,~~Managed ~~any~~Medicaid ~~fiscal tightening impacting GHC Programs or changes to the structure of any GHC Programs could have an adverse effect on our financial condition~~Plan, ~~results~~with ofeven ~~operations,~~higher ~~cash~~participation ~~flows~~rates ~~and~~for ~~the trading price of our securities~~children.

In response to the COVID-19 ~~necessitated~~Public ~~the~~Health ~~delivery~~Emergency of(“PHE”), ~~certain~~Congress ~~healthcare~~passed ~~services~~the ~~remotely~~Family ~~via~~First ~~telehealth~~Coronavirus Response Act, which isprovided ~~subject~~state toMedicaid ~~extensive~~programs ~~federal~~a ~~and~~6.2 ~~state~~percentage ~~regulation~~point increase in the Federal Medical Assistance Percentage (“FMAP”) if states meet certain maintenance of eligibility (“MOE”) requirements that ensure continuous coverage for current enrollees. As a result, asall ~~well~~Medicaid asbeneficiaries ~~temporary~~were ~~waivers~~continuously ~~tied~~enrolled toin Medicaid during much of the COVID-19 ~~public~~PHE. ~~health~~Legislation ~~emergency,~~enacted ~~and~~in ~~certain~~late ~~flexibilities~~2022 ~~afforded~~phased down the FMAP increase from April 1, 2023 to December 31, 2023. To continue receiving the ~~provision~~increased FMAP during that transition period, states were required to conduct Medicaid eligibility redeterminations and ~~reimbursement~~renewals beginning April 1, 2023. As of ~~telehealth~~December ~~may~~31, 2023, there will be ~~rolled~~no ~~back~~additional increase in FMAP. More than 13 million people enrolled in Medicaid lost coverage as a result of these changes, and more disenrollments are expected. This change could have a material impact on our business.

~~In an effort to address shelter-in-place~~Moreover, ~~quarantine,~~certain ~~executive~~potentially ~~order~~material orchanges ~~related~~seem ~~measures~~likely towith ~~combat~~respect ~~the spread of COVID-19, as well as the perceived need by individuals~~ to ~~continue~~government ~~such~~reimbursement ~~practices to avoid infection~~ and tothe ~~provide~~healthcare ~~safe~~industry ~~access~~in togeneral. ~~care~~For ~~for our patients~~instance, wethe ~~converted~~2024 ~~certain~~Medicare ~~in-person~~Physician ~~visits~~Fee toSchedule ~~telehealth~~Final ~~visits~~Rule ~~and~~decreased ~~have~~the ~~continued~~2024 toconversion ~~provide~~factor ~~services in this manner~~(i.e., ~~There~~the isamount ~~significant~~Medicare ~~variation~~pays inper ~~demand,~~relative ~~consumer~~value ~~acceptance,~~unit ~~and~~(wRVU)) ~~market~~by ~~adoption~~nearly ~~of telehealth services~~3.4% ~~The~~from ~~provision of telehealth is largely regulated at~~ the ~~state~~2023 ~~level~~amount. ~~and~~Congress ~~can~~enacted ~~include,~~legislation ~~among~~to ~~other~~moderate ~~things,~~some ~~variations in the definition~~ of ~~telehealth,~~these ~~physician/patient relationship requirements~~cuts, ~~informed~~but ~~consent~~Medicare ~~for~~payments ~~telehealth services, licensure, scope of practice, covered modalities, electronic prescribing, coverage and reimbursement, and privacy and security requirements. Our ability~~ to ~~conduct~~physicians ~~telehealth~~still ~~services~~decreased ~~and provide medical services~~ in a2024. ~~particular~~For ~~jurisdiction is directly dependent upon the applicable laws governing remote healthcare~~2025, the ~~practice~~conversion offactor ~~medicine~~was ~~and~~decreased ~~healthcare~~by ~~delivery in general in such location~~2.93%, ~~which~~further ~~are~~reducing ~~subject~~reimbursement toamounts ~~changing~~for ~~political,~~physician ~~regulatory and other influences~~services. ~~While~~The ~~numerous~~2026 ~~federal~~Medicare ~~agencies~~Physician ~~released~~Fee ~~waivers~~Schedule toFinal ~~ease~~Rule ~~regulatory~~increased ~~obstacles to~~ the ~~adoption~~conversion offactor ~~telehealth,~~for ~~many~~qualifying ofalternative ~~these~~payment ~~waivers~~model doparticipants ~~not~~(“QPs”) ~~override~~by ~~applicable~~approximately ~~state laws~~3.77% ~~States~~and ~~have~~increased ~~adopted waivers as well but differ in~~ the ~~scope~~conversion ~~and~~factor ~~application~~for ofphysicians ~~such waivers~~ and ~~also~~other onpractitioners ~~the~~who ~~time~~are ~~period~~not ~~the~~QPs ~~waiver~~by ~~is available~~3.26% ~~Many~~compared ~~state~~with ~~waivers~~2025 ~~in relation to COVID-19 have already expired~~levels. ~~On a federal level~~However, ~~CMS~~if ~~created flexibilities for~~ the ~~provision~~conversion ~~and~~factor ~~reimbursement~~is ofreduced ~~telehealth~~again ~~for~~in ~~Medicare beneficiaries during~~ the ~~COVID-19 PHE. While some of these flexibilities have been permanently extended~~future, ~~others~~Medicare ~~are~~payments ~~still permitted subject~~ to ~~temporally~~physicians ~~limited~~may ~~authorizations~~again decrease. ~~For~~These ~~example,~~reductions inadversely ~~the~~affect ~~calendar~~reimbursement ~~year~~for ~~2025~~physician ~~Physician~~services ~~Fee~~and ~~Schedule~~could ~~Final~~also ~~Rule,~~negatively ~~CMS~~impact ~~authorized~~other ~~Medicare~~GHC ~~coverage~~Program ofreimbursement ~~certain~~and ~~telehealth~~commercial ~~services~~payor ~~on a provisional basis through 2025~~reimbursement. IfThese ~~Congress or a federal agency does not act to again extend these flexibilities, they could expire, and these~~ changes could materially impact our business.

30We cannot predict with any assurance the ultimate effect of these laws and resulting changes to payments under GHC Programs, nor can we provide any assurance that they will not have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. Further, any fiscal tightening impacting GHC Programs or changes to the structure of any GHC Programs could have an adverse effect on our financial condition, results of operations, cash flows and the trading price of our securities.

~~Evolving~~COVID-19 ~~interpretations~~necessitated ~~and~~the ~~acceptance~~delivery of ~~telehealth~~certain byhealthcare ~~medical~~services ~~boards,~~remotely ~~state~~via ~~attorneys~~telehealth, ~~general and other regulatory or administrative bodies require us to monitor our compliance with law in every jurisdiction in~~ which weis ~~operate,~~subject ~~on an ongoing basis, and we cannot provide assurance that our activities and arrangements, if challenged, will be found~~ to beextensive ~~in compliance with the law. Monitoring regulatory changes at the~~ federal and state ~~levels~~regulation, ~~has~~as ~~and~~well ~~will~~as ~~continue~~temporary towaivers ~~incur~~tied ~~costs for us and may result in making changes~~ to ~~our~~the ~~business~~COVID-19 ~~operations~~public tohealth ~~ensure~~emergency, ~~continued~~and ~~compliance. Challenges~~certain ~~also~~flexibilities ~~exist~~afforded ~~with respect~~ to ~~coverage and reimbursement of telehealth services by both commercial and governmental payors. Unless Congress enacts permanent telehealth coverage,~~ the ~~flexibilities~~provision and ~~additional billing codes that are currently available will not be available indefinitely. If telehealth services achieve coverage, there is no guarantee that~~ reimbursement will be equivalent to in-person care and may negatively impact our financial condition. Individual and healthcare industry concerns or negative publicity regarding patient confidentiality and privacy in the context of telehealth ~~could limit market acceptance of our healthcare services when delivered remotely. If any of these events occur, it could~~ have anbeen ~~adverse effect on our business, financial condition, results of operations~~ and ~~the~~may ~~trading~~continue ~~price~~to ofbe ~~our~~rolled ~~securities~~back.

In an effort to address shelter-in-place, quarantine, executive order or related measures to combat the spread of COVID-19, as well as the perceived need by individuals to continue such practices to avoid infection and to provide safe access to care for our patients, we converted certain in-person visits to telehealth visits and have continued to provide services in this manner. There is significant variation in demand, consumer acceptance, and market adoption of telehealth services. The ~~Medicare~~provision ~~Access~~of telehealth is largely regulated at the state level and ~~CHIP~~can ~~Reauthorization~~include, ~~Act~~among other things, variations in the definition of ~~2015~~telehealth, ~~(“MACRA”)~~physician/patient relationship requirements, informed consent for telehealth services, licensure, scope of practice, covered modalities, electronic prescribing, coverage and ~~potential~~reimbursement, ~~changes~~and privacy and security requirements. Our ability to itconduct ~~may~~telehealth services and provide medical services in a particular jurisdiction is directly dependent upon the applicable laws governing remote healthcare, the practice of medicine and healthcare delivery in general in such location, which are subject to changing political, regulatory and other influences. While numerous federal agencies released waivers to ease regulatory obstacles to the adoption of telehealth, many of these waivers do not override applicable state laws. States have anadopted ~~adverse~~waivers ~~effect~~as well but differ in the scope and application of such waivers and also on the time period the waiver is available. Many state waivers in relation to COVID-19 have already expired. On a federal level, CMS created flexibilities for the provision and reimbursement of telehealth for Medicare beneficiaries during the COVID-19 PHE. While some of these flexibilities have been permanently extended, others have been temporarily extended through December 31, 2027. If Congress or a federal agency does not act to again extend these flexibilities, they could expire, and these changes could materially impact our business.

MACRA contains numerous measures that could affect us, including, requirements that physicians participate in quality measurement programs that differentiate payments to physicians under Medicare based on quality and cost of care, rather than the quantity of procedures performed. The Merit-based Incentive Payment System (“MIPS”) allows eligible physicians to receive incentive payments based on the achievement of certain quality and cost metrics, among other measures, and be reduced for those who are underperforming against those same metrics and measures. We currently anticipate that our affiliated physicians will continue to be eligible to receive bonus payments in 2025 through participation in the MIPS, although the amounts of such bonus payments are not expected to be material. We will continue to operationalize the provisions of MACRA and assess any further changes to the law or additional regulations enacted pursuant to the law. 30

WeEvolving ~~cannot~~interpretations ~~predict~~and ~~with~~acceptance ~~any~~of ~~assurance~~telehealth ~~the~~by ~~ultimate~~medical ~~effect~~boards, ofstate ~~MACRA~~attorneys general and ~~resulting~~other ~~changes~~regulatory or administrative bodies require us to ~~payments~~monitor ~~under~~our ~~GHC~~compliance ~~Programs~~with law in every jurisdiction in which we operate, ~~nor~~on ~~can~~an ongoing basis, and we cannot provide ~~any~~ assurance that ~~they~~our activities and arrangements, if challenged, will ~~not~~be ~~have~~found ato ~~material~~be ~~adverse~~in ~~effect~~compliance onwith the law. Monitoring regulatory changes at the federal and state levels has and will continue to incur costs for us and may result in making changes to our business, ~~financial~~operations ~~condition,~~to ~~results~~ensure continued compliance. Challenges also exist with respect to coverage and reimbursement of ~~operations,~~telehealth ~~cash~~services ~~flows~~by both commercial and governmental payors. Unless Congress enacts permanent telehealth coverage, the ~~trading~~flexibilities ~~price~~and ofadditional ~~our~~billing ~~securities~~codes that are currently available will not be available indefinitely. ~~Further~~ If telehealth services achieve coverage, ~~any~~there ~~fiscal~~is ~~tightening~~no ~~impacting~~guarantee ~~GHC~~that ~~Programs~~reimbursement orwill ~~changes~~be equivalent to in-person care and may negatively impact our financial condition. Individual and healthcare industry concerns or negative publicity regarding patient confidentiality and privacy in the ~~structure~~context of telehealth could limit market acceptance of our healthcare services when delivered remotely. If any ~~GHC~~of ~~Programs~~these events occur, it could have an adverse effect on our business, financial condition, results of operations, ~~cash flows~~ and the trading price of our securities.

~~The~~MACRA ~~Transparency~~contains innumerous ~~Coverage~~measures ~~Final~~that ~~Rule,~~could ~~published~~affect ~~November 12~~us, ~~2020~~including, ~~aims~~requirements tothat ~~put~~physicians ~~health~~participate ~~pricing~~in ~~information~~quality ~~into~~measurement ~~the~~programs ~~hands~~that ofdifferentiate ~~consumers~~payments ~~and allow them~~ to ~~select~~physicians ~~their~~under ~~providers~~Medicare based, inon ~~part,~~quality onand cost. ~~The~~of ~~final~~care, ~~rule~~rather ~~was~~than ~~phased~~the inquantity ~~between~~of ~~July~~procedures ~~2022 and January 2024 and imposed two main requirements~~performed. ~~First~~The ~~certain~~Merit-based ~~health~~Incentive ~~plans~~Payment ~~and~~System ~~insurers~~(“MIPS”) ~~are~~allows ~~required~~eligible physicians to ~~publish~~receive onincentive apayments ~~public~~based ~~website machine-readable files containing information~~ on ~~their~~the ~~in-network~~achievement ~~negotiated rates, billed charges and allowed amounts paid for out-~~of~~-network~~ ~~providers, and the negotiated rate and historical net price for prescription drugs. Second~~ certain ~~health~~quality ~~plans~~ and ~~issuers~~cost ~~must report to their covered members~~metrics, ~~through~~among aother ~~self-service pricing tool~~measures, ~~certain~~ ~~pricing information (including the in-network rate~~ and ~~out-of-network~~be ~~allowed~~reduced ~~amounts) and cost-sharing obligations~~ for ~~all~~those ~~covered~~who ~~items~~are ~~and~~underperforming ~~services.~~against ~~These~~those ~~requirements~~same ~~remain~~metrics ~~subject to change,~~ and wemeasures. ~~cannot~~We ~~predict~~currently ~~how~~anticipate ~~the~~that ~~availability of this health pricing information may impact~~ our ~~business~~affiliated ~~operations~~physicians ~~and~~will ~~patient~~continue ~~volumes.~~to ~~Moreover,~~be ~~Congress~~eligible isto ~~considering~~receive ~~legislation~~bonus ~~that~~payments ~~imposes~~in ~~additional~~2026 ~~transparency~~through ~~requirements~~participation onin ~~providers.~~the IfMIPS, ~~patients~~although ~~choose~~the toamounts ~~use services~~ of ~~less~~such ~~costly~~bonus ~~providers,~~payments weare ~~could~~not ~~see~~expected ato ~~reduction~~be inmaterial. ~~patient~~We ~~volumes~~will orcontinue ~~decide~~ to ~~reduce~~operationalize the ~~prices~~provisions of ~~our~~MACRA ~~services~~and toassess ~~compensate,~~any ~~either~~further ofchanges ~~which~~to ~~could~~the ~~have~~law anor ~~adverse~~additional ~~effect~~regulations onenacted ~~our~~pursuant ~~financial~~to ~~condition, results of operations, cash flows and~~ the ~~trading price of our securities~~law.

~~State~~We ~~budgetary~~cannot ~~constraints~~predict with any assurance the ultimate effect of MACRA and resulting changes to payments under GHC Programs, nor can we provide any assurance that they will not have a material adverse effect on our business, financial condition, results of operations, cash flows and the ~~uncertainty~~trading ~~over~~price of our securities. Further, any fiscal tightening impacting GHC Programs or changes to the ~~future~~structure of ~~Medicaid~~any GHC Programs could have an adverse effect on our ~~reimbursement~~financial ~~from~~condition, ~~Medicaid~~results ~~programs~~of operations, cash flows and the trading price of our securities.

The ~~ACA~~Transparency ~~allowed~~in ~~states~~Coverage toFinal ~~expand~~Rule, ~~their~~which ~~Medicaid~~requires ~~programs~~certain ~~through~~health ~~federal~~plans ~~payments~~and ~~that~~issuers ~~fund~~to ~~most~~publish ofpricing ~~the~~information ~~cost~~on in-network and out-of-network ~~increasing~~providers ~~the~~and ~~Medicaid~~make ~~eligibility~~price ~~income~~comparison ~~limit~~and ~~from~~cost-sharing ainformation ~~state’s~~available ~~historic~~to ~~eligibility~~insureds, ~~levels~~could tohave ~~133%~~a ofmaterial ~~the~~impact ~~federal~~on our business.

31The Transparency in Coverage Final Rule, published November 12, 2020, aims to put health pricing information into the hands of consumers and allow them to select their providers based, in part, on cost. The final rule was phased in between July 2022 and January 2024 and imposed two main requirements. First certain health plans and insurers are required to publish on a public website machine-readable files containing information on their in-network negotiated rates, billed charges and allowed amounts paid for out-of-network providers, and the negotiated rate and historical net price for prescription drugs. Second certain health plans and issuers must report to their covered members, through a self-service pricing tool, certain pricing information (including the in-network rate and out-of-network allowed amounts) and cost-sharing obligations for all covered items and services. These requirements remain subject to change, and we cannot predict how the availability of this health pricing information may impact our business operations and patient volumes. Moreover, Congress is considering legislation that imposes additional transparency requirements on providers. For example, in January 2026, the White House released information on the “Great Healthcare Plan.” This plan would increase transparency requirements for health insurers, cut payments to pharmacy benefit managers, and expand the use of health savings accounts. If patients choose to use services of less costly providers, we could see a reduction in patient volumes or decide to reduce the prices of our services to compensate, either of which could have an adverse effect on our financial condition, results of operations, cash flows and the trading price of our securities.

~~poverty~~State ~~level.~~budgetary Asconstraints ~~of December 31, 2024, 40 states,~~ and the ~~District~~uncertainty ofover ~~Columbia, adopted~~ the ~~expansion~~future of Medicaid eligibility. All of the states in which we operate, however, already cover children in the first year of life and pregnant women if their household incomes are at or below 133% of the federal poverty level. If states that expanded Medicaid reduce or eliminate eligibility for certain individuals, the number of patients who are uninsured could increase. Some states may seek to maintain expanded eligibility and could offset the cost by further reducing payments to providers of services. In some states, we could experience delayed or reduced Medicaid payment for services furnished to program enrollees. Moreover, Democrats in Congress have ~~sought~~an toadverse ~~expand~~effect ~~Medicaid~~on orour ~~Medicaid-like~~reimbursement ~~coverage~~from ~~in states that have not yet expanded~~ Medicaid. ~~They also have sought to reduce payments to certain hospitals in some of these states~~programs. ~~Should any of these changes take effect, we cannot predict with any assurance the ultimate effect to reimbursements for our services.~~

Congress and the second Trump Administration may also seek substantial reforms to Medicaid law and the ability of states to design Medicaid programs. Any changes, if enacted, could reduce or eliminate eligibility for certain individuals or reduce payments to providers of services. As a result, we could experience an increase in the number of uninsured patients and delayed or reduced Medicaid payment for services furnished to program enrollees.31

InThe ~~addition,~~ACA ~~many~~allowed states ~~are~~to ~~continuing~~expand totheir ~~collect~~Medicaid ~~less~~programs ~~tax~~through ~~revenue~~federal ~~than~~payments ~~they~~that ~~did~~fund ~~historically~~most ~~and~~of asthe cost of increasing the Medicaid eligibility income limit from a ~~consequence~~state’s ~~continue~~historic eligibility levels to ~~face~~133% ~~budget~~of ~~shortfalls~~the ~~and~~federal ~~underfunded~~poverty ~~pension~~level. As of December 31, 2025, 40 states, and ~~other~~the ~~obligations.~~District ~~Although~~of ~~shortfalls~~Columbia, ~~have~~adopted ~~been~~the ~~declining~~expansion of Medicaid eligibility. All of the states in ~~more~~which ~~recent~~we ~~budgetary~~operate, ~~years~~however, ~~they~~already cover children in the first year of life and pregnant women if their household incomes are ~~still~~at ~~significant~~or bybelow ~~historical~~133% ~~standards~~of the federal poverty level. ~~The~~If ~~financial~~states ~~condition~~that ofexpanded Medicaid reduce or eliminate eligibility for certain individuals, the number of patients who are uninsured could increase. Some states inmay ~~which~~seek weto domaintain ~~business~~expanded eligibility and could ~~lead~~offset the cost by further reducing payments to ~~reduced~~providers orof services. In some states, we could experience delayed ~~funding~~or ~~for~~reduced Medicaid ~~programs~~payment ~~and~~for services furnished to program enrollees. Moreover, Democrats in ~~turn,~~Congress ~~reduced~~have sought to expand Medicaid or ~~delayed~~Medicaid-like ~~reimbursement~~coverage ~~for~~in ~~physician~~states ~~services,~~that ~~which~~have ~~could~~not ~~adversely~~yet ~~affect~~expanded ~~our~~Medicaid. ~~results~~They also have sought to reduce payments to certain hospitals in some of ~~operations~~these states. Should any of these changes take effect, ~~cash~~we ~~flows~~cannot ~~and~~predict ~~financial~~with ~~condition~~any assurance the ultimate effect to reimbursements for our services.

~~Any~~Congress ~~changes~~and the second Trump Administration may also seek substantial reforms to Medicaid ~~eligibility,~~and ~~enrollment~~the ability of states to design Medicaid programs. In recent years, ~~financing~~members of Congress have introduced a number of proposals intended to reform the Medicaid program by cutting or ~~reimbursement~~expanding ~~could~~coverage ~~have~~and available benefits, and the program is in a ~~material~~state ~~adverse~~of ~~effect~~flux. Further, the One Big Beautiful Bill Act reformed the Medicaid program by imposing work requirements on ~~our~~certain ~~financial~~adult ~~condition~~beneficiaries, ~~results~~and requiring states to increase patient cost-sharing amounts for certain services, among other reforms. Any additional changes, if enacted, could reduce or eliminate eligibility for certain individuals or reduce payments to providers of ~~operations~~services. As a result, ~~cash~~we ~~flows~~could ~~and~~experience ~~the~~an ~~trading~~increase ~~price~~in the number of ~~our~~uninsured ~~securities~~patients and delayed or reduced Medicaid payment for services furnished to program enrollees.

~~Congress~~In oraddition, many states ~~have,~~are continuing to collect less tax revenue than they did historically and ~~may~~as a consequence continue to face budget shortfalls and underfunded pension and other obligations. Although shortfalls have been declining in more recent budgetary years, ~~enact~~they ~~laws~~are ~~restricting~~still ~~the~~significant ~~amount~~by ~~out-of-network~~historical ~~providers~~standards. The financial condition of ~~services~~the ~~can~~states ~~charge~~in which we do business could lead to reduced or delayed funding for Medicaid programs and, ~~recover~~in turn, reduced or delayed reimbursement for ~~such~~physician services, which could adversely affect our results of operations, cash flows and financial condition.

InAny ~~late~~changes ~~2020, Congress enacted legislation intended~~ to ~~protect~~Medicaid ~~patients from “surprise” medical bills when services are furnished by providers who are not in network with the patient’s insurer (the “No Surprises Act” or the "NSA"). Effective January 1~~eligibility, ~~2022~~enrollment, iffinancing a patient’s insurance plan is subject to the NSA, the patient generally may not be balance billed in excess of their plan’s in-network cost-sharing amount for the provision of emergency care rendered by an out-of-network provider at certain in-network or ~~out-of-network~~reimbursement ~~facilities.~~could ~~The~~have ~~NSA also prohibits an out-of-network provider from balance billing~~ a ~~patient~~material ~~for~~adverse ~~the~~effect ~~provision~~on ofour ~~non-emergency~~financial ~~services rendered in connection with a patient’s visit at certain in-network facilities~~condition, ~~unless,~~results ~~for~~of ~~certain services~~operations, ~~the~~cash ~~patient~~flows ~~is notified in advance~~ and ~~provides consent to being balance billed in accordance with technical requirements set forth in~~ the ~~NSA.~~trading ~~Notably,~~price however, there are certain services for which a balance billing is always prohibited and consent to do so may never be obtained, including emergency, anesthesia, pathology, radiology, laboratory, and neonatology services. Providers that violate these surprise billing prohibitions may be subject to enforcement action by the Centers for Medicare and Medicaid Services (“CMS”) or by states, one or both of ~~which~~our ~~may be tasked with investigating potential non-compliance as a result of patient complaints, as well as federal civil monetary penalties and any state-specific penalties~~securities. ~~To that end, many states have similar legislation on this topic that continue to evolve.~~

AsCongress ~~noted~~or ~~above,~~states ~~under the NSA~~have, ~~patients~~and may ~~not~~continue ~~be balance billed in excess of their in-network cost-sharing amount. Insurers are required~~ to ~~calculate the patient’s total cost-sharing amount pursuant to rules set forth in the NSA and its implementing regulations which~~, inenact ~~some~~laws ~~cases,~~restricting ~~can be calculated by reference to~~ the ~~applicable “qualifying payment~~ amount” ~~(or~~out-of-network ~~the~~providers ~~“QPA,”~~of ~~which is generally defined as the median contracted rate in a specific area) for the items or~~ services ~~furnished.~~can ~~Patient~~charge ~~cost-sharing~~and ~~amounts~~recover for ~~items~~such ~~and~~ services ~~subject to the NSA count toward the patient’s health plan deductible and out-of-pocket cost-sharing limits~~.

~~For~~In ~~claims~~late ~~subject~~2020, Congress enacted legislation intended to ~~the~~protect ~~NSA,~~patients ~~including~~from ~~many~~“surprise” ~~emergency~~medical ~~care~~bills when services, ~~out-of-network~~are furnished by providers ~~(and~~who ~~facilities,~~are not in ~~the~~network ~~emergency~~with ~~care~~the ~~context)~~patient’s ~~are~~insurer ~~paid~~(the an“No ~~initial~~Surprises ~~payment~~Act” byor the ~~plan~~“NSA”). If Effective January 1, 2022, if a ~~provider~~patient’s ~~(or~~insurance ~~facility~~plan is subject to the NSA, the patient generally may not be balance billed in excess of their plan’s in-network cost-sharing amount for the provision of emergency care ~~context)~~rendered ~~receives~~by aan ~~payment~~out-of-network ~~denial~~provider at certain in-network or isout-of-network ~~unsatisfied~~facilities. ~~with~~The ~~the~~NSA also prohibits an out-of-network ~~rate~~provider ~~paid~~from bybalance billing a patient for the ~~plan~~provision of non-emergency services rendered in connection with a patient’s visit at certain in-network facilities, unless, for certain services, the patient is notified in advance and provides consent to being balance billed in accordance with technical requirements set forth in the ~~parties~~NSA. Notably, however, there are ~~unable~~certain services for which a balance billing is always prohibited and consent to ~~resolve~~do ~~the~~so ~~dispute~~may never be obtained, ~~either~~including ~~party~~emergency ~~can~~medicine, ~~initiate~~anesthesia, anpathology, ~~Independent~~radiology, ~~Dispute~~laboratory, ~~Resolution~~and neonatology services. Providers that violate these surprise billing prohibitions may be subject to enforcement action by the Centers for Medicare and Medicaid Services (“~~IDR~~CMS”), ~~process~~the U.S. Department of Labor, or by states, one or both of which ismay ~~essentially~~be antasked ~~arbitration~~with ~~process~~investigating ~~whereby~~potential non-compliance as a ~~certified~~result ~~IDR~~of ~~entity~~patient ~~evaluates~~complaints, ~~proposed~~as ~~offers~~well ~~from~~as ~~both~~federal civil monetary penalties and any state-specific penalties. To that end, many states have similar legislation on this topic that continue to evolve.

32As noted above, under the NSA, patients may not be balance billed in excess of their in-network cost-sharing amount. Insurers are required to calculate the patient’s total cost-sharing amount pursuant to rules set forth in the NSA and its implementing regulations which, in some cases, can be calculated by reference to the applicable “qualifying payment amount” (or the “QPA,” which is generally defined as the median contracted rate in a specific area) for the

the provider/facility and the plan and makes a determination based on several factors, including, but not limited to, the QPA. The outcome of each IDR dispute is generally binding on both the provider/facility and plan with respect to the particular claims at issue in that dispute but may not affect an insurer’s future offers of payment. The NSA interim final rules establishing the IDR process have been subject to a series of legal challenges that resulted in the Eastern District of Texas vacating certain provisions of such rules and related guidance documents in 2023, with the Fifth Circuit Court of Appeals affirming several of these holdings. In October 2023, CMS issued a proposed rule that included new provisions governing the IDR process. That and other rulemaking remains ongoing, and litigation related to the QPA also remains ongoing. 32

~~The~~items ~~NSA~~or ~~balance~~services ~~billing~~furnished. ~~prohibitions,~~Patient ~~coupled~~cost-sharing ~~with~~amounts ~~the complexity and uncertainty of the IDR process, could limit the amount Pediatrix can charge and recover~~ for items and services wesubject ~~furnish~~to ~~where~~the weNSA ~~have~~count ~~not~~toward ~~contracted with~~ the patient’s ~~insurer,~~health ~~and~~plan ~~therefore~~deductible ~~could have a material adverse effect on our business, financial condition, results of operations, cash flows~~ and ~~the trading price~~ out-of-pocket ~~our~~cost-sharing ~~securities~~limits. Moreover, these measures could affect our ability to contract with certain payors under historically similar terms and may cause (and the prospect of these changes may have caused) payors to terminate their contracts with us and our affiliated physician practices, further affecting our business, financial condition, operations, cash flows and the trading price of our securities.

InFor ~~addition~~claims subject to the ~~balance billing prohibitions~~NSA, ~~the~~including ~~NSA~~many ~~also~~emergency ~~requires~~care ~~certain providers~~services, ~~including~~out-of-network ~~Pediatrix,~~providers (and facilities, toin ~~develop~~the ~~and~~emergency ~~furnish~~care acontext) ~~“Good~~are ~~Faith~~paid ~~Estimate”~~an ~~(“GFE”)~~initial topayment ~~individuals~~by ~~that~~the ~~details~~plan. If a provider (or facility, in the ~~expected~~emergency ~~charges~~care ~~for~~context) receives a ~~scheduled~~payment ~~item~~denial or ~~service~~is ~~(although~~unsatisfied ~~this~~with ~~requirement~~the isout-of-network ~~currently~~rate ~~only~~paid ~~being~~by ~~partially~~the ~~enforced~~plan ~~with~~and ~~respect~~the parties are unable to ~~self-pay~~resolve orthe ~~uninsured~~dispute, ~~patients).~~either ~~The~~party ~~GFE~~can ~~must~~initiate ~~include~~an ~~certain~~Independent ~~specific~~Dispute ~~information~~Resolution ~~such~~(“IDR”) asprocess, ~~among~~which ~~other~~is ~~things,~~essentially aan ~~detailed~~arbitration ~~list~~process ofwhereby ~~all~~a ~~items/services~~certified toIDR beentity ~~furnished~~evaluates ~~and~~proposed ~~the~~offers ~~amount~~from both the ~~patient~~provider/facility ~~should~~and bethe ~~expected~~plan toand ~~pay~~makes ~~for~~a ~~those~~determination ~~items/services~~based ~~(which~~on ~~should~~several ~~not~~factors, ~~ultimately~~including, ~~exceed~~but ~~$400~~not ~~more~~limited ~~than~~to, the ~~estimated~~QPA. ~~amount~~The ~~set~~outcome ~~forth~~of oneach ~~the~~IDR ~~GFE,~~dispute oris ~~else~~generally ~~patients~~binding ~~can~~on ~~enter~~both athe ~~designated~~provider/facility ~~arbitration~~and ~~process~~plan with ~~the~~respect ~~provider)~~to ~~and~~the ~~co-provider~~particular ~~and~~claims ~~co-facility~~at ~~cost~~issue ~~estimates~~in ~~(though~~that ~~this~~dispute ~~requirement~~but ~~has~~may not ~~yet~~affect ~~become~~an ~~enforceable).~~insurer’s ~~The~~future ~~GFE~~offers isof ~~also~~payment, ~~subject~~though toproviders ~~certain~~have ~~highly~~had ~~technical~~difficulty ~~formatting,~~enforcing ~~timing,~~IDR ~~and~~awards ~~dispute~~against ~~resolution requirements~~insurers. The ~~impact~~NSA ofinterim final rules establishing the ~~GFE~~IDR ~~requirements~~process onhave ~~the~~been ~~Company~~subject ~~remains~~to ~~uncertain~~a atseries ~~this~~of ~~time,~~legal challenges that resulted in ~~part~~the ~~due~~Eastern toDistrict ~~ongoing~~of ~~rulemaking~~Texas ~~around~~vacating ~~the~~certain ~~NSA,~~provisions asof ~~well~~such asrules and related guidance documents in 2023, with the ~~delayed~~Fifth ~~effective~~Circuit ~~date~~Court of ~~certain~~Appeals ~~provisions~~affirming several of ~~the~~these ~~GFE~~holdings. ~~framework~~In ~~(as~~October ~~noted~~2023, ~~above~~CMS ~~related~~issued toa ~~co-providers~~proposed ~~and~~rule ~~co-facilities~~that ~~and~~included ~~patients~~new ~~other~~provisions ~~than~~governing ~~self-pay~~the ~~and~~IDR ~~uninsured),~~process. ~~uncertainty~~That ~~around~~and ~~operational~~other ~~timeframes,~~rulemaking ~~potential~~remains ~~penalties~~ongoing, and ~~patient~~litigation ~~reaction,~~related ~~among~~to ~~other~~the ~~things~~QPA also remains ongoing.

~~Additionally,~~The ~~the~~ NSA balance billing prohibitions, ascoupled ~~well~~with asthe ~~some~~complexity and uncertainty of ~~existing~~the ~~state~~IDR ~~laws~~process, ~~require~~could ~~providers~~limit the amount Pediatrix can charge and ~~facilities~~recover tofor ~~make~~items ~~certain~~and ~~disclosures~~services we furnish where we have not contracted with the patient’s insurer, and ~~post~~therefore ~~certain~~could ~~signage~~have ~~advising~~a ~~patients~~material adverse effect on our business, financial condition, results of ~~their~~operations, ~~rights~~cash ~~under~~flows and the ~~NSA,~~trading asprice ~~well~~of asour ~~disclosures~~securities. ~~about~~Moreover, ~~expected~~these ~~charges~~measures ~~(when~~could ~~seeking~~affect ~~consent~~our ability to ~~balance~~contract ~~bill~~with orcertain ~~when~~payors ~~furnishing~~under ahistorically ~~GFE~~similar terms and may cause (and the prospect of these changes may have caused). ~~These~~payors ~~requirements~~to ~~impose~~terminate ~~administrative~~their ~~burdens~~contracts ~~that~~with ~~could~~us ~~increase~~and our ~~cost~~affiliated ofphysician ~~doing~~practices, further affecting our business, financial condition, operations, cash flows and ~~expose~~the ustrading toprice ~~compliance~~of ~~risk~~our securities.

~~Expanding~~In ~~eligibility~~addition to the balance billing prohibitions, the NSA also requires certain providers, including Pediatrix, and facilities, to develop and furnish a “Good Faith Estimate” (“GFE”) to individuals that details the expected charges for a scheduled item or service (although this requirement is currently only being partially enforced with respect to self-pay or uninsured patients). The GFE must include certain specific information such as, among other things, a detailed list of ~~GHC~~all ~~Programs~~items/services ~~could~~to ~~adversely~~be ~~affect~~furnished ~~our~~and ~~reimbursement~~the amount the patient should be expected to pay for those items/services (which should not ultimately exceed $400 more than the estimated amount set forth on the GFE, or else patients can enter a designated arbitration process with the provider) and co-provider and co-facility cost estimates (though this requirement has not yet become enforceable). The GFE is also subject to certain highly technical formatting, timing, and dispute resolution requirements. The impact of the GFE requirements on the Company remains uncertain at this time, in part due to ongoing rulemaking around the NSA, as well as the delayed effective date of certain provisions of the GFE framework (as noted above related to co-providers and co-facilities and patients other than self-pay and uninsured), uncertainty around operational timeframes, potential penalties and patient reaction, among other things.

InAdditionally, ~~February~~the ~~2018~~NSA, ~~Congress~~as ~~reauthorized~~well ~~the~~as ~~Children’s~~some ~~Health~~of ~~Insurance~~existing ~~Program~~state ~~(“CHIP”)~~laws, ~~through~~require ~~2027.~~providers ~~Changes~~and facilities to ~~CHIP~~make orcertain ~~the~~disclosures ~~ACA’s~~and ~~expansion~~post ofcertain ~~Medicaid~~signage ~~coverage~~advising ~~could cause~~ patients ~~who~~of ~~otherwise~~their ~~would~~rights ~~have~~under ~~participated~~the ~~in private healthcare insurance programs to participate in GHC Programs~~NSA, oras ~~vice~~well ~~versa,~~as ordisclosures ~~cause~~about ~~patients~~expected ~~who~~charges ~~otherwise~~(when ~~would~~seeking ~~have~~consent ~~been~~to ~~covered~~balance bybill ~~CHIP~~ or ~~Medicaid~~when tofurnishing ~~lose~~a ~~insurance coverage altogether~~GFE). ~~Additional~~These ~~reform efforts could change the eligibility~~ requirements ~~for~~impose ~~Medicaid~~administrative ~~and~~burdens ~~for~~that ~~other GHC Programs, including CHIP, and~~ could increase ~~the~~our ~~number~~cost of ~~patients~~doing ~~who~~business ~~participate~~and inexpose ~~such~~us ~~programs~~to orcompliance ~~the number of uninsured patients~~risk.

InExpanding ~~general,~~eligibility ~~payments~~of ~~received from~~ GHC Programs ~~are~~could ~~substantially~~adversely ~~less~~affect ~~than payments received from private healthcare insurance programs (managed care and other third-party payors). A shift in the mix of~~ our payors from private healthcare insurance programs to government payors may result in an increase in our estimated provision for contractual adjustments and uncollectibles and a corresponding decrease in our net revenue, as well as a significant reduction in our average reimbursement ~~rates~~. Additionally, if Congress does not act to extend CHIP beyond 2027, or if Congress extends CHIP but substantially alters the current program, we could be adversely affected if children in states where we do business lose Medicaid coverage or payments for services furnished to these children are delayed or reduced.

~~Government-funded~~In ~~programs~~February 2018, ~~private~~Congress ~~insurers~~reauthorized the Children’s Health Insurance Program (“CHIP”) through 2027. Changes to CHIP or ~~state~~the ~~laws~~ACA’s ~~and~~expansion ~~regulations~~of ~~may~~Medicaid ~~limit~~coverage could cause patients who otherwise would have participated in private healthcare insurance programs to participate in GHC Programs, ~~reduce~~or vice versa, or ~~make~~cause ~~retroactive~~patients ~~adjustments~~who otherwise would have been covered by CHIP or Medicaid to ~~reimbursement~~lose ~~amounts~~insurance coverage altogether. Additional reform efforts could change the eligibility requirements for Medicaid and for other GHC Programs, including CHIP, and could increase the number of patients who participate in such programs or ~~rates~~the number of uninsured patients.

33In general, payments received from GHC Programs are substantially less than payments received from private healthcare insurance programs (managed care and other third-party payors). A shift in the mix of our payors from private healthcare insurance programs to government payors may result in an increase in our estimated provision for

A significant portion of our net revenue is derived from payments made by GHC Programs, principally Medicaid, including the managed care plans under the Medicaid program. These government-funded programs, as well as private insurers, have been and may continue to be subject to changes, including increased use of managed care organizations, value-based purchasing, and new patient care models to control the cost, eligibility for, use and delivery of healthcare services as a result of budgetary constraints and cost containment pressures due to unfavorable economic conditions, rising healthcare costs and for other reasons, including those described above under Item 1. Business—“Government Regulation—Government Regulatory Requirements.” Federal and state legislatures or administrators of these government-funded programs and private insurers may attempt other measures to control costs, including bundling of services and denial of, or reduction in, reimbursement for certain services and treatments. In addition, increased consolidation among private insurers is resulting in fewer and larger third-party payors with increased negotiating power. As a result, payments from government programs or private payors may decrease significantly. 33

Incontractual ~~recent~~adjustments ~~years,~~and ~~legislative~~uncollectibles and ~~regulatory~~a ~~changes~~corresponding ~~have~~decrease ~~resulted~~ in ~~limitations~~our ~~and~~net ~~reductions~~revenue, inas ~~payments~~well toas ~~healthcare~~a ~~providers~~significant ~~for~~reduction ~~certain~~in ~~services~~our ~~under~~average ~~the~~reimbursement ~~Medicare program~~rates. ~~For example~~Further, ~~Congress established automatic spending reductions under~~ the Congressional Budget ~~Control~~Office ~~Act~~has ofestimated ~~2011~~that (the ~~“BCA”),~~One ~~resulting~~Big inBeautiful aBill 2%Act ~~reduction~~will incut ~~Medicare~~federal ~~payments~~spending ~~that~~on ~~began~~Medicaid ~~in 2013~~ and ~~extend~~CHIP ~~through~~benefits ~~the~~by ~~first six months of the FY 2032 sequestration order. As a result of the COVID-19 pandemic, this reduction was temporarily suspended from May~~ $1, ~~2020 through March 31~~trillion, ~~2022,~~due ~~with~~in ~~subsequent~~part ~~reductions~~ to 1%eliminating ~~from~~at ~~April~~least ~~1, 2022 until June 30, 2022~~10.5 ~~The~~million 2%people ~~reduction~~from ~~was~~the ~~then~~programs ~~reinstated~~by ~~and has been in effect since June 30, 2022~~2034. InIf ~~addition,~~Congress asdoes anot ~~result~~act ~~of ARPA, an additional Medicare payment reduction of up~~ to 4%extend ~~was~~CHIP tobeyond ~~take~~2027, ~~effect~~or inif ~~January 2022; however,~~ Congress ~~delayed~~extends ~~implementation~~CHIP ~~of this reduction until 2025. Any downward adjustment in Medicare reimbursement rates may have a detrimental impact on our reimbursement rates not only for Medicare patients,~~ but ~~also~~substantially ~~for~~alters ~~patients~~the ~~covered~~current ~~under Medicaid and other third-party payors~~program, ~~because~~we acould ~~state’s~~be ~~Medicaid~~adversely ~~payments~~affected ~~cannot~~if ~~exceed~~children ~~the payments it would have made had those patients been enrolled~~ in ~~traditional~~states ~~Medicare,~~where ~~and~~we ~~other~~do ~~third-party~~business ~~payors~~lose ~~often~~Medicaid ~~base~~coverage ~~their reimbursement rates on a percentage of Medicare rates. It is difficult to predict whether, when~~ or ~~what~~payments ~~other~~for ~~deficit~~services ~~reduction~~furnished ~~initiatives may be proposed by Congress. We anticipate that the federal deficit will continue~~ to ~~place~~these ~~pressures~~children onare ~~GHC~~delayed ~~Programs.~~or reduced.

Our business may also be materially affected by limitations on, or reductions in, reimbursement amounts or rates or elimination of coverage for certain individuals or treatments. Our business may also be materially affected by changes in medical codes for services that our affiliated clinicians provide if services under a new code are reimbursed at a lower rate. Moreover, because governmentGovernment-funded programs ~~generally provide for reimbursements on a fee-schedule basis rather than on a charge-related basis~~, weprivate ~~generally~~insurers ~~cannot~~or ~~increase~~state ~~our~~laws ~~revenue~~and ~~from~~regulations ~~these programs through increases in the amount we charge for our services. To the extent our costs increase, we~~ may ~~not be able to recover our increased costs from these programs~~limit, ~~and~~reduce ~~cost containment measures and market changes in non-government-funded insurance plans have generally restricted our ability to recover,~~ or ~~shift~~make to non-governmental payors, these increased costs. In addition, funds we receive from third-party payors are subject to audit with respect to the proper billing for physician and ancillary services and, accordingly, our revenue from these programs may be adjusted retroactively. Any retroactive adjustments to ~~our~~ reimbursement amounts ~~could~~or ~~have an adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities~~rates.

InA ~~addition,~~significant portion of our ~~agreements~~net ~~with~~revenue ~~certain~~is ~~third-party~~derived ~~payors~~from ~~are~~payments ~~terminable~~made ~~for~~by ~~various~~GHC ~~reasons.~~Programs, Ifprincipally anMedicaid, ~~agreement~~including ~~with~~the amanaged ~~third~~care plans under the Medicaid program. These government-~~party~~funded ~~payor~~programs, isas ~~terminated~~well as private insurers, wehave ~~are~~been ~~generally~~and ~~required~~may continue to ~~seek~~be ~~reimbursement~~subject asto anchanges, ~~out-~~including increased use of managed care organizations, value-~~network~~based ~~provider. In~~purchasing, ~~the~~and ~~event~~new wepatient ~~attempt~~care models to ~~balance-bill~~control ~~patients~~the cost, weeligibility ~~may~~for, beuse ~~limited~~and indelivery ~~our~~of ~~ability~~healthcare toservices doas soa byresult ~~certain~~of ~~state~~budgetary constraints and ~~federal~~cost ~~laws~~containment pressures due to unfavorable economic conditions, rising healthcare costs and ~~regulations~~for other reasons, asincluding ~~discussed~~those described above under Item 1. AsBusiness—“Government ~~these~~Regulation—Government ~~laws~~Regulatory ~~and~~Requirements.” ~~regulations~~Federal ~~continue~~and tostate ~~develop,~~legislatures itor ~~could~~administrators ~~incentivize~~of ~~certain~~these ~~third~~government-~~party~~funded ~~payors~~programs and private insurers may attempt other measures to ~~terminate~~control ~~agreements~~costs, asincluding abundling ~~business~~of ~~strategy~~services ~~which~~and ~~could~~denial ~~lower~~of, ~~overall~~or reduction in, reimbursement tofor ~~providers~~certain services and treatments. ~~Any~~ ~~reductions~~In inaddition, ~~reimbursement~~increased ~~amounts~~consolidation ~~could~~among ~~have~~private aninsurers ~~adverse~~is ~~effect~~resulting onin ~~our~~fewer ~~business,~~and ~~financial~~larger ~~condition,~~third-party ~~results~~payors ofwith ~~operations~~increased negotiating power. As a result, ~~cash~~payments ~~flows~~from ~~and~~government ~~the~~programs ~~trading~~or ~~price~~private ofpayors ~~our~~may ~~securities~~decrease significantly.

~~Adverse~~In ~~economic~~recent ~~developments~~years, legislative and regulatory changes have resulted in ~~the~~limitations ~~United~~and ~~States~~reductions ~~could~~in ~~lead~~payments to healthcare providers for certain services under the Medicare program. For example, Congress established automatic spending reductions under the Budget Control Act of 2011 (the “BCA”), resulting in a 2% reduction in ~~federal~~Medicare ~~government~~payments ~~expenditures~~that began in 2013 and extend through the first eleven months of the FY 2032 sequestration order. As a result of the COVID-19 pandemic, ~~including~~this ~~GHC~~reduction ~~Programs~~was intemporarily ~~which~~suspended wefrom ~~participate~~May 1, ~~primarily~~2020 ~~Medicaid~~through March 31, 2022, with subsequent reductions to 1% from April 1, 2022 until June 30, 2022. The 2% reduction was then reinstated and has been in effect since June 30, 2022. In addition, ifas ata ~~any~~result ~~time~~of ~~the~~ARPA, ~~federal~~an ~~government~~additional isMedicare ~~not~~payment ~~able~~reduction toof ~~meet~~up ~~its~~to ~~debt~~4% ~~payments~~was ~~unless~~to ~~the~~take ~~federal~~effect ~~debt~~in ~~ceiling~~January is2022; ~~raised~~however, ~~and~~Congress ~~legislation~~has ~~increasing~~repeatedly ~~the~~delayed ~~debt~~implementation ~~ceiling~~of isthis ~~not~~reduction ~~enacted~~until 2026. Further, the ~~federal~~projected ~~government~~budget deficit associated with the One Big Beautiful Bill Act may ~~stop~~trigger oradditional ~~delay~~payment ~~making~~reductions, ~~payments~~reducing onMedicare ~~its~~spending ~~obligations~~by an estimated $45 billion, ~~including~~if ~~funding~~Congress ~~for~~does ~~government~~not ~~programs~~take action. Any downward adjustment in ~~which~~Medicare wereimbursement ~~participate~~rates may have a detrimental impact on our reimbursement rates not only for Medicare patients, ~~primarily~~but also for patients covered under Medicaid. ~~Failure~~and ofother ~~the~~third-party ~~government~~payors, tobecause ~~make~~a state’s Medicaid payments ~~under~~cannot ~~these~~exceed ~~programs~~the ~~could~~payments it would have anmade ~~adverse~~had ~~effect~~those onpatients ~~our~~been ~~business,~~enrolled ~~financial~~in ~~condition~~traditional Medicare, ~~results~~and ofother ~~operations,~~third-party ~~cash~~payors ~~flows~~often ~~and~~base ~~the~~their ~~trading~~reimbursement ~~price~~rates on a percentage of ~~our~~Medicare ~~securities~~rates. ~~Further~~It is difficult to predict whether, ifwhen aor what other deficit reduction initiatives may be proposed by Congress. We anticipate that the federal ~~government~~deficit ~~shutdown~~will continue to place pressures on GHC Programs.

34Our business may also be materially affected by limitations on, or reductions in, reimbursement amounts or rates or elimination of coverage for certain individuals or treatments. Our business may also be materially affected by changes in medical codes for services that our affiliated clinicians provide if services under a new code are reimbursed at a lower rate. Moreover, because government-funded programs generally provide for reimbursements on a fee-schedule basis rather than on a charge-related basis, we generally cannot increase our revenue from these programs through increases in the amount we charge for our services. To the extent our costs increase, we may not be able to recover our increased costs from these programs, and cost containment measures and market changes in non-government-funded insurance plans have generally restricted our ability to recover, or shift to non-governmental payors, these increased costs. In addition, funds we receive from third-party payors are subject to audit with respect to the proper billing for physician and ancillary services and, accordingly, our revenue from these programs may be adjusted retroactively. Any retroactive adjustments to our reimbursement amounts could have an adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

~~were~~In ~~to occur for a prolonged period of time~~addition, ~~federal~~our ~~government~~agreements ~~payment~~with ~~obligations,~~certain ~~including~~third-party ~~its~~payors ~~obligations~~are ~~under~~terminable ~~Medicare~~for ~~and~~various ~~Medicaid, may be delayed~~reasons. ~~Similarly, if state government shutdowns were to occur, state payment obligations may be delayed.~~ If ~~the~~an ~~federal~~agreement orwith ~~state~~a ~~governments~~third-party ~~fail~~payor tois ~~make payments under these programs on a timely basis~~terminated, ~~our~~we ~~business~~are ~~could~~generally ~~suffer,~~required ~~and~~to ~~our~~seek ~~financial~~reimbursement ~~position,~~as ~~results~~an out-of-network ~~operations or cash flows may be materially affected~~provider.

~~We may become subject to billing investigations by federal and state government authorities and private insurers.~~34

~~Federal~~In ~~and~~the ~~state~~event ~~laws,~~we ~~rules~~attempt ~~and~~to ~~regulations~~balance-bill ~~impose~~patients, ~~substantial~~we ~~penalties,~~may ~~including~~be ~~criminal~~limited ~~and~~in ~~civil~~our ~~fines,~~ability ~~monetary~~to ~~penalties,~~do ~~exclusion~~so ~~from~~by ~~participation~~certain instate ~~government~~and ~~healthcare~~federal ~~programs~~laws and ~~imprisonment~~regulations, onas ~~entities~~discussed orabove. ~~individuals~~As ~~(including~~these ~~any~~laws ~~individual~~and ~~corporate~~regulations ~~officers~~continue orto ~~individual~~develop, ~~providers~~it ~~deemed~~could ~~responsible)~~incentivize ~~that~~certain ~~fraudulently or wrongfully bill government-funded programs or other~~ third-party payors ~~for~~to ~~healthcare~~cut ~~services.~~rates ~~CMS~~and/or ~~contracts~~terminate ~~with~~agreements ~~a variety of contractors to audit providers, such~~ as ~~Medicare~~a ~~Administrative~~business ~~Contractors~~strategy ~~(“MACs”),~~which ~~Unified~~could ~~Program~~lower ~~Integrity~~overall ~~Contractors~~reimbursement ~~(“UPICs”),~~to ~~and Recovery Audit Contractors (“RACs”)~~providers. ~~These~~ ~~audits~~Any ~~can~~reductions ~~result~~ in ~~overpayment~~reimbursement ~~determinations~~amounts ~~and~~could ~~recoupments~~have ~~from~~an ~~providers. CMS~~adverse ~~may~~effect ~~also impose Medicare payment suspensions based~~ on ~~billing~~our ~~irregularities~~business, orfinancial ~~credible~~condition, ~~allegations~~results of ~~fraud or Medicare enrollment revocations based on a number of reasons~~operations, ~~including~~cash ~~billing~~flows irregularities. CMS requires states to maintain a Medicaid RAC program. States are required to contract with one or more eligible Medicaid RACs to review Medicaid claims for any overpayments or underpayments, and tothe ~~recoup~~trading ~~overpayments~~price ~~from providers on behalf~~ of ~~the~~our ~~state~~securities.

~~Federal~~Adverse ~~laws,~~economic ~~along~~developments ~~with~~in athe ~~growing~~United ~~number~~States ofcould ~~state~~lead ~~laws, allow a private person~~ to ~~bring~~ a ~~civil~~reduction ~~action~~ in ~~the~~federal ~~name of the~~ government ~~for~~expenditures, ~~false~~including ~~billing~~GHC ~~violations.~~Programs ~~See~~in ~~Item~~which 1.we ~~Business—~~participate, ~~“Government~~primarily ~~Regulation—Fraud and Abuse Provisions~~Medicaid.” ~~Further~~In addition, ~~identified~~if ~~overpayments~~at ~~from~~any ~~Medicare~~time ~~or Medicaid must be refunded to~~ the federal government ~~within~~is 60not ~~days~~able ofto ~~identification~~meet orits ~~the~~debt ~~entity~~payments ~~could~~unless ~~be held liable under~~ the federal ~~False~~debt ~~Claims~~ceiling ~~Act~~is ~~(“FCA”)~~raised, ~~including for treble damages~~ and ~~substantial~~legislation ~~civil~~increasing ~~penalties,~~the ~~currently~~debt ~~set~~ceiling atis ~~$13~~not enacted,~~946~~ upthe tofederal ~~$27,894~~government ~~per~~may ~~false~~stop ~~claim~~ or ~~statement~~delay ~~for~~making ~~penalties~~payments ~~assessed~~on ~~after~~its ~~January 15~~obligations, ~~2024.~~including Infunding ~~addition,~~for ~~our~~government ~~contracts~~programs ~~with~~in ~~private~~which ~~insurers~~we ~~often~~participate, ~~provide~~primarily ~~such~~Medicaid. ~~insurers~~Failure ~~with~~of ~~audit~~the ~~rights~~government ~~over payments made~~ to usmake ~~and~~payments ~~the~~under ~~ability~~these toprograms ~~seek~~could ~~recoupment~~have ~~for~~an ~~overpayments.~~adverse Weeffect ~~believe~~on ~~that~~our ~~audits~~business, ~~inquiries~~financial ~~and~~condition, ~~investigations~~results ~~from~~of ~~government agencies~~operations, ~~government~~cash ~~contractors~~flows and ~~private insurers will occur from time to time in~~ the ~~ordinary~~trading ~~course~~price of our ~~business~~securities. Further, ~~which~~if ~~could~~a ~~result~~federal ingovernment ~~substantial~~shutdown ~~costs~~were to ~~us,~~occur ~~legal~~for ~~actions~~a byprolonged orperiod ~~against~~of ustime, ~~and~~federal agovernment ~~diversion~~payment ofobligations, ~~management’s~~including ~~time~~its ~~and~~obligations ~~attention.~~under ~~New~~Medicare ~~regulations~~ and ~~heightened~~Medicaid, ~~enforcement~~may ~~activity~~be ~~also~~delayed. ~~could~~Similarly, ~~materially~~if ~~affect~~state ~~our~~government ~~cost~~shutdowns ofwere ~~doing~~to ~~business~~occur, ~~and~~state ~~our~~payment ~~risk~~obligations ofmay ~~becoming~~be ~~the~~delayed. ~~subject~~If ofthe anfederal ~~audit~~ or ~~investigation.~~state Wegovernments ~~cannot~~fail ~~predict~~to ~~whether~~make ~~any~~payments ~~future~~under ~~audits,~~these ~~inquiries~~programs oron ~~investigations,~~a ortimely ~~the~~basis, ~~public~~our ~~disclosure~~business ofcould ~~such matters~~suffer, ~~likely~~and ~~would have a material adverse effect on~~ our ~~business,~~ financial ~~condition~~position, results of operations, or cash flows ~~and~~may ~~the~~be ~~trading~~materially ~~price of our securities~~affected. ~~See Item 1. Business—“Government Investigations.”~~

~~The~~We ~~healthcare industry is highly regulated, and government authorities~~ may ~~determine~~become ~~that~~subject weto ~~have~~billing ~~failed~~investigations toby ~~comply~~federal ~~with~~and ~~applicable~~state ~~laws,~~government ~~rules~~authorities orand ~~regulations~~private insurers.

~~The~~Federal ~~healthcare~~and ~~industry~~state laws, rules and ~~physicians’~~regulations ~~medical~~impose ~~practices~~substantial penalties, including ~~the~~criminal and civil fines, monetary penalties, exclusion from participation in government healthcare programs and ~~other~~imprisonment, ~~services~~on entities or individuals (including any individual corporate officers or individual providers deemed responsible) that wefraudulently ~~and~~or ~~our~~wrongfully ~~affiliated~~bill ~~physicians~~government-funded ~~provide,~~programs ~~are~~or ~~subject~~other third-party payors for healthcare services. CMS contracts with a variety of contractors to ~~extensive~~audit ~~and~~providers, ~~complex~~such ~~federal~~as Medicare Administrative Contractors (“MACs”), ~~state~~Unified ~~and~~Program ~~local~~Integrity ~~laws~~Contractors (“UPICs”), ~~rules~~and Recovery Audit Contractors (“RACs”). These audits can result in overpayment determinations and ~~regulations,~~recoupments ~~compliance~~from ~~with~~providers. ~~which~~CMS ~~imposes~~may ~~substantial~~also ~~costs~~impose Medicare payment suspensions based on ~~us.~~billing ~~Applicable~~irregularities Uor credible allegations of fraud or Medicare enrollment revocations based on a number of reasons, including billing irregularities.S. ~~federal~~CMS ~~and~~requires ~~state~~states ~~and~~to ~~non-U~~maintain a Medicaid RAC program.S. ~~healthcare~~States ~~laws~~are required to contract with one or more eligible Medicaid RACs to review Medicaid claims for any overpayments or underpayments, and ~~regulations~~to ~~include~~recoup overpayments from providers on behalf of the ~~following:~~state.

~~the~~Federal ~~federal~~laws, ~~Anti-Kickback~~along ~~Statute,~~with a ~~criminal~~growing ~~law,~~number ~~which~~of ~~prohibits~~state laws, ~~among~~allow ~~other~~a ~~things,~~private ~~persons~~person ~~and~~to ~~entities~~bring ~~from~~a ~~knowingly~~civil action in the name of the government for false billing violations. See Item 1. Business— “Government Regulation—Fraud and ~~willfully~~Abuse ~~offering,~~Provisions.” ~~paying~~Further, ~~soliciting~~identified overpayments from Medicare or ~~receiving~~Medicaid ~~any~~must ~~remuneration,~~be ~~directly~~refunded orto ~~indirectly,~~the ingovernment ~~cash~~within 60 days of identification or inthe ~~kind~~entity could be held liable under the federal False Claims Act (“FCA”), toincluding ~~induce~~for ortreble ~~reward~~damages ~~purchasing~~and substantial civil penalties, ~~leasing~~currently set at $14,308 ~~ordering~~up to $28,619 per false claim or ~~arranging~~statement for penalties assessed after July 3, ~~referring~~2025. In addition, orour ~~recommending~~contracts with private insurers often provide such insurers with audit rights over payments made to us and the ~~purchase~~ability to seek recoupment for overpayments. We believe that audits, ~~lease~~inquiries orand ~~order~~investigations offrom ~~any~~government ~~good~~agencies, orgovernment ~~service~~contractors ~~for~~and ~~which~~private ~~payment~~insurers ~~may~~will beoccur ~~made~~from time to time in the ordinary course of our business, which could result in ~~whole~~substantial costs to us, legal actions by or inagainst ~~part~~us, ~~under~~and ~~GHC~~a ~~Programs~~diversion ~~such~~of asmanagement’s ~~Medicare~~time and ~~Medicaid~~attention. ANew ~~person~~regulations orand ~~entity~~heightened ~~does~~enforcement ~~not~~activity ~~need~~also tocould ~~have~~materially ~~actual~~affect ~~knowledge~~our cost of doing business and our risk of becoming the ~~statute~~subject of an audit or ~~specific~~investigation. ~~intent~~We tocannot ~~violate~~predict itwhether inany ~~order~~future toaudits, ~~have~~inquiries ~~committed~~or ainvestigations, ~~violation.~~or ~~Violations~~the public disclosure of ~~the~~such ~~federal~~matters, ~~Anti-Kickback~~likely ~~Statute~~would ~~can~~have ~~result~~a inmaterial ~~significant~~adverse ~~civil~~effect ~~monetary~~on ~~penalties~~our ~~and~~business, ~~criminal~~financial ~~fines~~condition, asresults ~~well~~of asoperations, ~~imprisonment~~cash flows and ~~exclusion~~the ~~from~~trading ~~participation~~price inof ~~GHC~~our ~~Programs;~~securities. See Item 1. Business—“Government Investigations.”

~~the~~The ~~federal~~healthcare ~~civil~~industry ~~False~~is ~~Claims~~highly ~~Act~~regulated, ~~which~~and ~~may~~government beauthorities ~~enforced~~may ~~through~~determine ~~civil~~that ~~whistleblower~~we orhave ~~qui~~failed ~~tam~~to ~~actions~~comply ~~and~~with ~~imposes~~applicable ~~significant civil penalties~~laws, ~~treble~~rules ~~damages~~or ~~and potential exclusion from GHC Programs~~ regulations.

35The healthcare industry and physicians’ medical practices, including the healthcare and other services that we and our affiliated physicians provide, are subject to extensive and complex federal, state and local laws, rules and

against individuals or entities for, among other things, knowingly presenting, or causing to be presented, to the federal government, claims for payment that are false or fraudulent or for making a false record or statement material to an obligation to pay the federal government or for knowingly and improperly avoiding, decreasing or concealing an obligation to pay money to the federal government. Further, a violation of the federal Anti-Kickback Statute can serve as a basis for liability under the federal civil False Claims Act. There is also the federal Criminal False Claims Act, which is similar to the federal Civil False Claims Act and imposes criminal liability on those that make or present a false, fictitious or fraudulent claim to the federal government; 35

~~the~~regulations, ~~federal~~compliance ~~Civil~~with ~~Monetary Penalties Law (“CMPL”),~~ which ~~authorizes~~imposes ~~the imposition of~~ substantial ~~civil~~costs ~~monetary~~on ~~penalties~~us. ~~against~~Applicable anU.S. entity that engages in activities including, among others (1) knowingly presenting, or causing to be presented, a claim for services not provided as claimed or that is otherwise false or fraudulent in any way; (2) arranging for or contracting with an individual or entity that is excluded from participation in federal ~~health~~and ~~care~~state ~~programs~~and ~~to provide items or services reimbursable by a federal health care program; (3) violations of the federal Anti~~non-~~Kickback~~U.S. ~~Statute;~~healthcare orlaws ~~(4) failing to report~~ and ~~return~~regulations ainclude ~~known~~the ~~overpayment;~~following:

•

the ~~Eliminating~~federal ~~Kickbacks~~Anti-Kickback inStatute, ~~the~~a ~~Recovery~~criminal ~~Act~~law, ofwhich ~~2018~~prohibits, ~~(“EKRA”)~~among ~~establishes~~other ~~criminal~~things, ~~penalties~~persons ~~for~~and ~~paying~~entities from knowingly and willfully offering, ~~receiving~~paying, soliciting or ~~offering~~receiving any remuneration, directly or indirectly, in ~~return~~cash or in kind, to induce or reward purchasing, leasing, ordering, or arranging for, referring, aor ~~patient~~recommending tothe ~~a laboratory~~purchase, ~~clinical~~lease ~~treatment~~or ~~facility~~order of any good or ~~recovery~~service ~~home~~for which payment may be made, in whole or in ~~exchange~~part, ~~for~~under anGHC ~~individual~~Programs ~~using~~such ~~the~~as ~~services~~Medicare ofand ~~one~~Medicaid. A person or entity does not need to have actual knowledge of ~~these~~the ~~entities.~~statute ~~The~~or ~~EKRA~~specific ~~prohibitions~~intent ~~apply~~to violate it in order to ~~services~~have ~~covered~~committed bya ~~GHC~~violation. ~~programs~~Violations of the federal Anti-Kickback Statute can result in significant civil monetary penalties and bycriminal ~~private~~fines, ~~health~~as ~~plans~~well as imprisonment and exclusion from participation in GHC Programs;

•

the federal ~~Physician~~civil ~~Payment~~False ~~Sunshine~~Claims Act, which ~~requires~~may ~~applicable~~be ~~manufacturers~~enforced ofthrough ~~covered~~civil ~~drugs,~~whistleblower ~~devices,~~or ~~biologics,~~qui tam actions and ~~medical~~imposes ~~supplies~~significant ~~for~~civil ~~which~~penalties, ~~payment~~treble isdamages ~~available~~and ~~under~~potential ~~Medicare,~~exclusion ~~Medicaid~~from orGHC ~~the~~Programs ~~Children’s~~against ~~Health~~individuals ~~Insurance~~or ~~Program~~entities for, among ~~others~~other things, knowingly presenting, or causing to ~~annually~~be ~~track~~presented, ~~and~~to ~~report~~the ~~payments~~federal ~~and~~government, ~~other~~claims ~~transfers~~for ofpayment ~~value~~that ~~provided~~are false or fraudulent or for making a false record or statement material to ~~U.S.-licensed~~an ~~physicians,~~obligation ~~teaching~~to ~~hospitals,~~pay ~~physician~~the ~~assistants,~~federal ~~nurse~~government ~~practitioners,~~or ~~clinical~~for ~~nurse~~knowingly ~~specialists~~and improperly avoiding, ~~certified~~decreasing ~~nurse~~or ~~anesthetists~~concealing an obligation to pay money to the federal government. Further, ~~anesthesiologist~~a ~~assistants~~violation ~~and~~of ~~certified~~the ~~nurse~~federal Anti-~~midwives,~~Kickback asStatute ~~well~~can serve as ~~certain~~a ~~ownership~~basis ~~and~~for ~~investment~~liability ~~interests~~under ~~held~~the infederal civil False Claims Act. There is also the ~~manufacturer~~federal byCriminal ~~physicians~~False Claims Act, which is similar to the federal Civil False Claims Act and ~~their~~imposes ~~immediate~~criminal ~~families~~liability on those that make or present a false, fictitious or fraudulent claim to the federal government;

•

the federal ~~Physician~~Civil ~~Self-Referral~~Monetary Penalties Law (“CMPL”), ~~commonly~~which ~~referred~~authorizes ~~to as~~ the ~~Stark~~imposition ~~Law,~~of issubstantial acivil ~~strict~~monetary ~~liability~~penalties ~~civil~~against ~~law~~an entity that ~~prohibits~~engages ~~physicians~~in ~~from~~activities ~~making~~including, ~~“referrals”~~among ~~for~~others ~~“designated~~(1) ~~health~~knowingly ~~services~~presenting,” ~~payable by Medicare~~ or ~~Medicaid,~~causing to ~~entities~~be ~~with~~presented, ~~which~~a ~~the~~claim ~~physician~~for orservices annot ~~immediate~~provided ~~family~~as ~~member~~claimed ofor ~~the~~that ~~physician~~is ~~has~~otherwise afalse ~~“financial~~or ~~relationship,”~~fraudulent ~~unless~~in anany ~~exception~~way; ~~applies.~~(2) ~~The~~arranging ~~Stark~~for ~~Law~~or ~~further~~contracting ~~prohibits~~with ~~entities~~an ~~which~~individual ~~have~~or ~~received~~entity ~~such~~that ~~referrals~~is excluded from ~~filing~~participation ~~claims~~in ~~with~~federal ~~Medicare~~health ~~(or~~care ~~billing~~programs ~~another~~to ~~individual,~~provide ~~entity~~items or ~~third-party~~services ~~payor)~~reimbursable ~~for~~by ~~those~~a ~~referred~~federal ~~services. The term “designated~~ health ~~services”~~care ~~includes,~~program; ~~among~~(3) ~~other~~violations ~~things,~~of ~~inpatient~~the ~~and~~federal ~~outpatient~~Anti-Kickback ~~hospital~~Statute; ~~services,~~or ~~home~~(4) ~~health~~failing ~~services,~~to report and ~~clinical~~return ~~laboratory~~a ~~services~~known overpayment;

•

~~similar~~the ~~state~~Eliminating ~~law~~Kickbacks ~~provisions~~in ~~pertaining~~the toRecovery ~~anti-kickback,~~Act ~~fee~~of ~~splitting,~~2018 ~~self-referral~~(“EKRA”) ~~and~~establishes ~~false~~criminal ~~claims,~~penalties ~~and~~for ~~other~~paying, ~~fraud~~receiving, ~~and~~soliciting ~~abuse~~or ~~issues~~offering ~~which~~any ~~typically~~remuneration ~~are~~in ~~not~~return ~~limited~~for toreferring ~~relationships~~a ~~involving~~patient ~~government-funded~~to ~~programs.~~a ~~In some cases~~laboratory, ~~these~~clinical ~~laws~~treatment ~~prohibit~~facility or ~~regulate~~recovery ~~additional~~home, ~~conduct~~or ~~beyond~~in ~~what~~exchange ~~federal~~for ~~law~~an ~~affects,~~individual ~~including~~using ~~applicability~~the ~~to items and~~ services ~~paid~~of byone ~~commercial~~of ~~insurers~~these ~~and private pay patients~~entities. ~~Penalties~~ ~~for~~The ~~violating~~EKRA ~~these~~prohibitions ~~laws~~apply ~~can~~to ~~range~~services ~~from~~covered ~~physician~~by ~~licensure~~GHC ~~sanctions,~~programs ~~fines~~ and ~~criminal~~by ~~sanctions~~private health plans;

•

~~statutes~~the ~~created~~federal byPhysician ~~HIPAA~~Payment Sunshine Act, which ~~impose~~requires ~~criminal~~applicable ~~liability~~manufacturers ~~for,~~of ~~among~~covered ~~other~~drugs, ~~things~~devices, ~~knowingly~~biologics, and ~~willfully~~medical ~~executing~~supplies for which payment is available under Medicare, Medicaid or ~~attempting~~the toChildren’s ~~execute~~Health aInsurance ~~scheme~~Program, among others, to ~~defraud~~annually ~~any~~track ~~healthcare~~and ~~benefit~~report ~~program,~~payments ~~including~~and ~~private~~other ~~insurance~~transfers ~~plans~~of value provided to U.S.-licensed physicians, orteaching hospitals, inphysician ~~any~~assistants, ~~matter~~nurse ~~involving~~practitioners, aclinical ~~healthcare~~nurse ~~benefit~~specialists, ~~program~~certified nurse anesthetists, ~~for~~anesthesiologist ~~knowingly~~assistants and ~~willfully~~certified ~~making~~nurse-midwives, ~~materially~~as ~~false,~~well ~~fictitious~~as orcertain ~~fraudulent~~ownership ~~statements~~and ininvestment ~~connection~~interests ~~with~~held in the ~~delivery~~manufacturer ofby orphysicians ~~payment~~and ~~for~~their ~~health~~immediate ~~care benefits~~families;

•

the federal ~~and~~Physician ~~state~~Self-Referral ~~regulations~~Law, ~~that~~commonly ~~broadly~~referred ~~define~~to ~~provider~~as ~~and~~the ~~supplier~~Stark ~~affiliation~~Law, ~~and~~is ~~require~~a ~~providers~~strict toliability ~~disclose~~civil tolaw ~~GHC~~that ~~Programs~~prohibits ~~certain~~physicians ~~disclosable~~from ~~events~~making ~~including,~~“referrals” ~~without~~for ~~limitation,~~“designated ~~current~~health orservices,” ~~previous~~payable ~~direct~~by Medicare or ~~indirect~~Medicaid, ~~affiliations~~to entities with ~~providers~~which orthe ~~suppliers~~physician ~~having~~or ~~uncollected~~an ~~debt~~immediate tofamily ~~GHC~~member ~~Programs,~~of ~~being~~the ~~subject~~physician tohas ~~payment~~a ~~suspension~~“financial relationship,” ~~being~~unless ~~excluded~~an ~~from~~exception ~~participation~~applies. inThe ~~GHC~~Stark ~~Programs~~Law orfurther ~~had~~prohibits entities which have received such referrals from filing claims with Medicare (or billing ~~privileges~~another ~~denied~~individual, entity or ~~revoked~~third-party payor) for those referred services. The term “designated health services” includes, ~~and~~among ~~that~~other ~~permit~~things, ~~GHC~~inpatient ~~Programs~~and tooutpatient ~~deny~~hospital orservices, ~~revoke~~home ~~provider~~health orservices, ~~supplier~~and clinical laboratory services;

•

36similar state law provisions pertaining to anti-kickback, fee splitting, self-referral and false claims, and other fraud and abuse issues which typically are not limited to relationships involving government-funded programs. In some cases, these laws prohibit or regulate additional conduct beyond what federal law

~~enrollment based upon such affiliations upon determining that the affiliations pose an undue risk of fraud, waste, or abuse;~~36

~~state laws that prohibit or limit general business corporations from practicing medicine~~affects, ~~exercising~~including ~~control~~applicability ~~over physicians’ medical decisions or engaging in certain practices or financial arrangements, such as splitting fees with physicians. These laws and their interpretations vary from state~~ to ~~state~~items and ~~are~~services ~~enforced~~paid by ~~state~~commercial ~~courts~~insurers and ~~regulatory~~private ~~authorities,~~pay ~~each~~patients. ~~with~~Penalties ~~broad~~for ~~discretion,~~violating ~~and~~these ~~are~~laws ~~subject~~can torange ~~change~~from ~~and~~physician tolicensure ~~evolving~~sanctions, ~~interpretations~~fines ~~by state boards of medicine~~ and ~~state~~criminal ~~attorneys general, among others~~sanctions;

•

~~federal~~statutes ~~and~~created ~~state~~by ~~laws~~HIPAA, ~~governing~~which ~~participation~~impose incriminal ~~GHC~~liability ~~Programs~~for, ~~could~~among ~~result~~other inthings, ~~denial~~knowingly ofand ~~our~~willfully ~~application~~executing or attempting to ~~become~~execute a ~~participating~~scheme ~~provider~~to ordefraud ~~revocation~~any ofhealthcare ~~our~~benefit ~~participation~~program, orincluding ~~billing~~private ~~privileges~~insurance plans, ~~which~~or, in ~~turn,~~any ~~could~~matter ~~cause~~involving usa tohealthcare ~~not~~benefit beprogram, ~~able~~for toknowingly ~~treat~~and ~~patients~~willfully ~~covered~~making bymaterially ~~the~~false, ~~applicable~~fictitious ~~program~~ or ~~prohibit~~fraudulent usstatements ~~from~~in ~~billing~~connection ~~for~~with the ~~treatment~~delivery ~~services~~of ~~provided~~or topayment ~~such~~for ~~patients~~health care benefits;

•

federal and state ~~laws~~regulations that ~~prohibit~~broadly ~~providers~~define ~~from~~provider ~~billing~~and supplier affiliation and ~~receiving~~require ~~payment~~providers ~~from~~to ~~Medicare~~disclose ~~and~~to ~~Medicaid~~GHC ~~for~~Programs ~~services~~certain ~~unless~~disclosable ~~the~~events ~~services~~including, ~~are~~without ~~medically~~limitation, ~~necessary~~current or previous direct or indirect affiliations with providers or suppliers having uncollected debt to GHC Programs, ~~adequately~~being ~~and~~subject ~~accurately~~to ~~documented~~payment suspension, ~~and~~being ~~billed~~excluded ~~using~~from ~~codes~~participation in GHC Programs or had such billing privileges denied or revoked, and that ~~accurately~~permit ~~reflect~~GHC Programs to deny or revoke provider or supplier enrollment based upon such affiliations upon determining that the ~~type~~affiliations ~~and~~pose ~~level~~an undue risk of ~~services~~fraud, ~~rendered~~waste, or abuse;

•

~~federal and~~ state laws ~~and~~that ~~policies~~prohibit ~~that~~or ~~require~~limit ~~healthcare~~general ~~providers~~business tocorporations ~~maintain~~from ~~licensure,~~practicing ~~certification~~medicine, exercising control over physicians’ medical decisions or ~~accreditation~~engaging in certain practices or financial arrangements, such as splitting fees with physicians. These laws and their interpretations vary from state to ~~enroll~~state and ~~participate~~are inenforced ~~the~~by ~~Medicare~~state courts and ~~Medicaid~~regulatory ~~programs~~authorities, toeach ~~report~~with ~~certain~~broad ~~changes~~discretion, inand ~~their~~are ~~operations~~subject to ~~the~~change ~~agencies~~and ~~that~~to ~~administer~~evolving ~~these~~interpretations ~~programs;~~by state boards of medicine and state attorneys general, among others;

•

~~reassignment~~federal and state laws governing participation in GHC Programs could result in denial of ~~payment~~our ~~rules~~application ~~that~~to ~~prohibit~~become ~~certain~~a ~~types~~participating provider or revocation of ~~billing~~our ~~and~~participation ~~collection~~or ~~practices~~billing privileges, which in ~~connection~~turn, ~~with~~could ~~claims~~cause ~~payable~~us to not be able to treat patients covered by the ~~Medicare~~applicable program or ~~Medicaid~~prohibit ~~programs~~us from billing for the treatment services provided to such patients;

•

federal and state laws that ~~regulate~~prohibit ~~debt~~providers ~~collection~~from ~~practices~~billing and receiving payment from Medicare and Medicaid for services unless the services are medically necessary, asadequately ~~applied~~and toaccurately ~~our~~documented, ~~debt~~and ~~collection~~billed ~~practices;~~using codes that accurately reflect the type and level of services rendered;

•

federal and state laws ~~pertaining~~and topolicies ~~the~~that ~~provision~~require ~~and~~healthcare ~~coverage~~providers ofto ~~services~~maintain bylicensure, ~~non-physician practitioners~~certification, ~~such~~or asaccreditation ~~advanced~~to ~~nurse~~enroll ~~practitioners, physician assistants~~ and ~~other~~participate ~~clinical~~in ~~professionals,~~the ~~physician~~Medicare ~~supervision of such services~~ and ~~reimbursement~~Medicaid ~~requirements~~programs, ~~that~~to ~~may~~report becertain ~~dependent~~changes onin ~~the~~their ~~manner~~operations into ~~which~~ the ~~services~~agencies ~~are~~that ~~provided~~administer ~~and~~these ~~documented~~programs; ~~and~~

•

~~federal~~reassignment ~~laws~~of ~~that~~payment ~~impose~~rules ~~civil~~that ~~administrative~~prohibit ~~sanctions~~certain ~~for,~~types ~~among~~of ~~other violations, inappropriate~~ billing ofand ~~services~~collection topractices ~~federal~~in ~~healthcare~~connection ~~programs,~~with ~~inappropriately~~claims ~~reducing~~payable ~~hospital~~by ~~inpatient~~the ~~lengths~~Medicare ~~of stay for such patients~~ or ~~employing~~Medicaid ~~individuals who are excluded from participation in federally funded healthcare~~ programs.;

•

Inlaws ~~addition, we believe~~ that ~~our~~regulate ~~business~~debt ~~will~~collection ~~continue~~practices, toas beapplied ~~subject~~ to ~~increasing~~our ~~regulation,~~debt ~~the~~collection ~~scope~~practices; ~~and effect of which we cannot predict. See Item 1. Business—“Government Regulation.”~~

•

Wefederal ~~may in the future become the subject of regulatory or other investigations, audits or proceedings,~~ and ~~our~~state ~~interpretations of applicable~~ laws, ~~rules~~pertaining ~~and~~to ~~regulations~~the ~~may~~provision ~~be challenged, which could have a material adverse effect on our business, financial condition, results of operations, cash flows~~ and ~~the~~coverage ~~trading price~~ of ~~our~~services ~~securities.~~by ~~For example, in some states, we are dependent on our relationship with affiliated~~ non-physician ~~practices~~practitioners, ~~which~~such weas doadvanced ~~not~~nurse ~~own~~practitioners, ~~to provide~~ physician assistants and other clinical ~~services~~professionals, ~~and~~physician ~~our~~supervision ~~business would be adversely affected if those relationships were disrupted or if our arrangements with our providers are found to violate state laws prohibiting the corporate practice~~ of ~~medicine or fee splitting, or if our contractual relationships with~~ such ~~entities cease to continue. Our contracts include management~~ services ~~agreements among other agreements with such affiliated physician practices, to which these practices reserve exclusive control~~ and ~~responsibility~~reimbursement ~~for~~requirements ~~all~~that ~~aspects~~may ofbe ~~the~~dependent ~~practice of medicine and delivery of medical services. While we seek to substantially comply with the applicable state prohibitions~~ on the ~~corporate~~manner ~~practice~~in of medicine and fee splitting, these laws could impact our business operations, and state officials who administer these laws or other third parties may successfully challenge our contractual arrangements, which ~~could~~the ~~subject~~services usare toprovided ~~civil~~ and ~~criminal~~documented; ~~penalties~~ and require us to restructure our relationships with providers to comply with these statutes, which could have a material adverse effect on our business, financial condition, and operations. Additionally, state corporate practice of medicine doctrines often impose penalties on physicians themselves for aiding the corporate practice of medicine, which could impact physicians participating with our affiliated physician practices. See Item 1. Business—“Government Regulation—Fee Splitting; Corporate Practice of Medicine.”

•

37federal laws that impose civil administrative sanctions for, among other violations, inappropriate billing of services to federal healthcare programs, inappropriately reducing hospital inpatient lengths of stay for such patients or employing individuals who are excluded from participation in federally funded healthcare programs.

~~Further~~In addition, ~~regulatory~~we ~~authorities~~believe ~~or other parties also could assert~~ that our ~~relationships,~~business ~~including~~will ~~fee~~continue ~~arrangements,~~to ~~among~~be ~~our~~subject ~~affiliated~~to ~~professional~~increasing ~~contractors~~regulation, ~~hospital clients or referring physicians violate~~ the ~~anti-kickback,~~scope ~~fee splitting, EKRA, or self-referral laws~~ and ~~regulations~~effect orof ~~that~~which we ~~have~~cannot ~~submitted false claims or otherwise failed to comply with government program reimbursement requirements~~predict. See Item 1. Business—“Government Regulation~~—Fraud and Abuse Provisions” and “—Government Regulatory Requirements~~.” In addition, violations of these laws are punishable by monetary fines, civil and criminal penalties, exclusion from participation in GHC Programs, and forfeiture of amounts collected in violation of such laws and regulations, any of which could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. Additionally, federal and state fraud and abuse laws, rules and regulations are not static and amendments, clarifications, revisions, or other modifications to these laws may occur from time to time. For instance, on December 2, 2020, both CMS and OIG issued Final Rules revising the federal anti-kickback statute, the CMPL, and the Stark Law regulations to foster arrangements that would promote care coordination, advance the delivery of value-based care, and protect consumers from harms caused by fraud and abuse through additional new statutory definitions, safe harbors, and exceptions. Compliance with federal fraud and abuse laws such as the anti-kickback statute, the CMPL, and the Stark Law involves constant monitoring for regulatory changes, agency and court interpretations, and revisiting of arrangements based on new interpretations or clarifications, all of which will require ongoing compliance costs. In addition, these laws and their exceptions and safe harbors are complex and clear interpretations are not always available. Despite our efforts to comply, we cannot guarantee that a government agency will necessarily agree with our interpretations or that one or more of our arrangements will not be subject to challenge, nor can we provide any assurance that they will not have an adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

~~Government~~We ~~authorities~~may in the future become the subject of regulatory or other ~~parties~~investigations, audits or proceedings, and our interpretations of applicable laws, rules and regulations may ~~assert~~be ~~that~~challenged, which could have a material adverse effect on our business, ~~practices~~financial ~~violate~~condition, ~~antitrust~~results ~~laws~~of operations, cash flows and the trading price of our securities. For example, in some states, we are dependent on our relationship with affiliated physician practices, which we do not own, to provide physician and other clinical services, and our business would be adversely affected if those

The healthcare industry is subject to close antitrust scrutiny. The FTC, the Antitrust Division of the DOJ and state Attorneys General all actively review and, in some cases, take enforcement action against businesses, particularly in the healthcare industry. Private parties can also bring antitrust suits. Violations of antitrust laws may be punishable by substantial penalties, including significant monetary fines and treble damages, civil penalties, criminal sanctions, and consent decrees and injunctions prohibiting certain activities or requiring divestiture or discontinuance of business operations. Any of these penalties could have an adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. 37

relationships were disrupted or if our arrangements with our providers are found to violate state laws prohibiting the corporate practice of medicine or fee splitting, or if our contractual relationships with such entities cease to continue. Our ~~affiliated~~contracts ~~physicians~~include ~~and~~management services agreements among other ~~individual~~agreements ~~providers~~with ~~may~~such ~~not~~affiliated ~~satisfy~~physician practices, to which these practices reserve exclusive control and responsibility for all ~~conditions~~aspects of ~~payment~~the practice of medicine and delivery of medical services. Recent state legislative activity has reflected growing scrutiny of the corporate practice of medicine, with a number of states proposing or ~~otherwise~~enacting ~~appropriately~~laws ~~record~~to expand existing prohibitions, enhance disclosure and reporting obligations, and broaden enforcement authority over management and ownership arrangements between healthcare providers and non-clinical entities. While we seek to substantially comply with the applicable state prohibitions on the corporate practice of medicine and fee splitting, these laws could impact our business operations, and state officials who administer these laws or ~~document~~other ~~services~~third ~~that~~parties ~~they~~may ~~provide~~successfully challenge our contractual arrangements, which could subject us to civil and criminal penalties and require us to restructure our relationships with providers to comply with these statutes, which could have a material adverse effect on our business, financial condition, and operations. Additionally, state corporate practice of medicine doctrines often impose penalties on physicians themselves for aiding the corporate practice of medicine, which could impact physicians participating with our affiliated physician practices. See Item 1. Business—“Government Regulation—Fee Splitting; Corporate Practice of Medicine.”

~~Our~~Further, ~~affiliated~~regulatory ~~physicians~~authorities ~~and~~or other ~~individual~~parties ~~providers~~also ~~are~~could ~~responsible~~assert ~~for~~that ~~maintaining~~our ~~all~~relationships, ~~required~~including ~~professional~~fee ~~licensures~~arrangements, oramong ~~certifications~~our inaffiliated ~~good~~professional ~~standing~~contractors, ~~which~~hospital isclients ~~generally~~or areferring ~~condition~~physicians ofviolate ~~reimbursement~~the inanti-kickback, ~~GHC~~fee ~~Programs~~splitting, ~~and~~EKRA, inor ~~private~~self-referral ~~insurance,~~laws and ~~for~~regulations ~~appropriately~~or ~~recording~~that ~~and~~we ~~documenting~~have ~~the~~submitted ~~services~~false ~~that~~claims ~~they~~or ~~provide.~~otherwise Wefailed ~~use~~to ~~this~~comply ~~information~~with togovernment ~~seek~~program reimbursement ~~for~~requirements. ~~their~~See ~~services~~Item ~~from~~1. ~~third-party~~Business—“Government ~~payors~~Regulation—Fraud and Abuse Provisions” and “—Government Regulatory Requirements.” In addition, weviolations ~~utilize~~of ~~third-party~~these ~~contractors~~laws toare ~~perform~~punishable ~~certain~~by ~~revenue~~monetary ~~cycle~~fines, ~~management~~civil ~~functions~~and ~~for~~criminal ~~healthcare providers~~penalties, ~~including~~exclusion ~~medical~~from ~~coding.~~participation Ifin ~~our~~GHC ~~affiliated~~Programs, ~~physicians~~and orforfeiture ~~other~~of ~~individual~~amounts ~~providers~~collected in violation of such laws and ~~third-party~~regulations, ~~contractors~~any doof ~~not~~which ~~appropriately~~could ~~document~~have a material adverse effect on our business, orfinancial ~~where~~condition, ~~applicable~~results of operations, ~~code~~cash ~~for~~flows ~~their~~and ~~services~~the ortrading price of our ~~customers’~~securities. ~~services~~Additionally, wefederal ~~could~~and bestate ~~subjected~~fraud toand ~~administrative~~abuse laws, ~~regulatory~~rules and regulations are not static and amendments, ~~civil~~clarifications, revisions, or ~~criminal~~other ~~investigations~~modifications orto ~~sanctions~~these laws may occur from time to time. For instance, on December 2, 2020, both CMS and ~~our~~OIG ~~business~~issued Final Rules revising the federal anti-kickback statute, ~~financial~~the ~~condition~~CMPL, ~~results~~and the Stark Law regulations to foster arrangements that would promote care coordination, advance the delivery of ~~operations~~value-based care, and ~~cash~~protect ~~flows~~consumers ~~could~~from beharms ~~materially~~caused ~~adversely~~by ~~affected.~~fraud Weand ~~are~~abuse ~~further~~through ~~obligated~~additional ~~under~~new ~~the~~statutory definitions, safe harbors, and exceptions. Compliance with federal ~~overpayment~~fraud and abuse laws such as the anti-kickback statute, the CMPL, and ~~FCA~~the toStark ~~timely~~Law ~~report~~involves ~~and~~constant ~~return~~monitoring ~~any~~for ~~identified~~regulatory ~~overpayments~~changes, agency and tocourt ~~maintain~~interpretations, ~~reasonable~~and ~~internal~~revisiting ~~audit~~of ~~mechanisms~~arrangements tobased ~~identify~~on ~~overpayments~~new interpretations or clarifications, all of which will require ongoing compliance costs. ~~Failure~~ toIn ~~timely~~addition, ~~report~~these laws and ~~return~~their ~~overpayments~~exceptions and safe harbors are complex and clear interpretations are not always available. Despite our efforts to ~~Medicare~~comply, we cannot guarantee that a government agency will necessarily agree with our interpretations or ~~Medicaid~~that ~~could~~one ~~subject~~or usmore toof ~~liability~~our ~~under~~arrangements ~~the~~will ~~federal~~not ~~FCA~~be subject to challenge, ~~and~~nor ~~also~~can ~~equivalent~~we ~~false~~provide ~~claims~~any ~~acts~~assurance that they will not have an adverse effect on our business, financial condition, results of operations, cash flows and the ~~state~~trading ~~level~~price of our securities.

~~State~~Government ~~healthcare~~authorities ~~transaction~~or ~~laws~~other ~~could~~parties ~~adversely~~may ~~affect~~assert that our ~~operations~~business practices violate antitrust laws.

~~Numerous~~The ~~states~~healthcare ~~have~~industry ~~implemented~~is ~~healthcare~~subject ~~transaction~~to ~~review~~close ~~laws~~antitrust ~~that~~scrutiny. ~~typically~~The ~~require~~FTC, ~~healthcare~~the ~~entities~~Antitrust toDivision ~~provide~~of ~~pre-closing~~the ~~notice~~DOJ ~~regarding~~and ~~“material”~~state ~~healthcare~~Attorneys ~~transactions~~General toall ~~government~~actively ~~agencies.~~review ~~These~~and, ~~laws~~in ~~differ~~some ~~from~~cases, ~~the~~take ~~typical~~enforcement ~~change~~action ofagainst ~~control~~businesses, ~~processes~~particularly ~~that~~in ~~often~~the ~~apply~~healthcare toindustry. ~~licensed~~Private ~~healthcare~~parties ~~facilities~~can ~~and~~also ~~providers~~bring antitrust suits. ~~For~~Violations ~~example,~~of ~~these~~antitrust laws ~~generally~~may ~~apply~~be topunishable ~~“healthcare~~by ~~entities”~~substantial ~~regardless~~penalties, ofincluding ~~licensure,~~significant ~~and~~monetary ~~therefore~~fines ~~apply~~and totreble ~~organizations~~damages, ~~that~~civil ~~often~~penalties, docriminal ~~not~~sanctions, ~~require~~and ~~separate~~consent ~~licensure.~~decrees ~~Furthermore,~~and ~~the~~injunctions ~~reviews~~prohibiting ~~are~~certain ~~more~~activities ~~substantive~~or inrequiring ~~nature,~~divestiture ~~often~~or ~~focusing~~discontinuance onof ~~the~~business ~~impact~~operations. Any of ~~the~~these ~~proposed~~penalties ~~transaction~~could onhave ~~factors~~an ~~such~~adverse aseffect ~~cost~~on our business, ~~quality~~financial condition, ~~access~~results of operations, ~~equity~~cash flows and the trading price of our securities.

38Our affiliated physicians and other individual providers may not satisfy all conditions of payment or otherwise appropriately record or document services that they provide.

~~competition.~~Our ~~Healthcare~~affiliated ~~transaction~~physicians ~~review~~and ~~law~~other ~~requirements~~individual ~~vary~~providers ~~significantly~~are ~~between~~responsible ~~states.~~for ~~Some~~maintaining ~~states~~all ~~require~~required ~~notice,~~professional ~~while~~licensures ~~others~~or ~~may~~certifications ~~require~~in agood ~~cost~~standing, ~~and~~which ~~market~~is ~~impact~~generally ~~review.~~a ~~Healthcare~~condition ~~transaction~~of ~~review~~reimbursement ~~laws~~in ~~may~~GHC ~~affect~~Programs ~~the structure~~ and ~~timing~~in ofprivate ~~proposed~~insurance, ~~transactions~~and wefor ~~may~~appropriately ~~enter~~recording ~~into~~and ordocumenting ~~our~~the ~~ability~~services tothat ~~enter~~they ~~into~~provide. ~~transactions~~We atuse ~~all,~~this ~~which~~information ~~may~~to ~~have~~seek anreimbursement ~~adverse~~for ~~effect~~their onservices ~~our~~from ~~business,~~third-party ~~financial~~payors. ~~condition~~In ~~and~~addition, ~~results~~we ofutilize ~~operations.~~

~~Risks Related to Our Business Strategy~~38

~~During~~third-party ~~2024,~~contractors weto ~~undertook~~perform acertain ~~transformation of our~~ revenue cycle management ~~function~~functions ~~from~~for anhealthcare ~~outsourced~~providers, ~~provider~~including tomedical acoding. ~~hybrid~~If ~~function~~our ~~that~~affiliated ~~utilizes~~physicians ~~both~~or ~~our~~other ~~corporate~~individual ~~personnel~~providers asand ~~well as~~ third-party ~~service~~contractors ~~providers.~~do ~~Our~~not ~~failure~~appropriately todocument, ~~execute~~or awhere ~~hybrid~~applicable, ~~revenue~~code ~~cycle~~for ~~management~~their ~~function~~services ~~efficiently~~or ~~and~~our ~~effectively~~customers’ ~~may~~services, ~~have~~we acould ~~material~~be ~~impact~~subjected onto administrative, regulatory, civil, or criminal investigations or sanctions and our business, financial condition, results of operations, and cash flows could be materially adversely affected. We are further obligated under the federal overpayment statute and FCA to timely report and return any identified overpayments and to maintain reasonable internal audit mechanisms to identify overpayments. Failure to timely report and return overpayments to Medicare or Medicaid could subject us to liability under the ~~trading~~federal ~~price~~FCA, ofand ~~our~~also ~~securities~~equivalent false claims acts on the state level.

WeState ~~undertook~~healthcare atransaction ~~transformation~~laws of our revenue cycle management function from an outsourced provider to a hybrid function that utilizes both our corporate personnel as well as third-party service providers that we engaged to support these activities. The success of this plan depends, in part, on our ability for our internal operations to handle certain revenue cycle management functions internally and to integrate the third-party service providers that we have engaged with our systems in a timely and efficient manner. If we are not able to successfully achieve these objectives, the anticipated benefits of this transformation may not be realized fully or at all or may take longer to realize than expected. These activities may be complex and time consuming and involve delays or additional and unforeseen expenses. In connection with this hybrid revenue cycle management function, we could ~~experience~~adversely aaffect further reduction in revenue due to delays in collection efforts or the inability to collect from patients or third-party payors, claim denials, recoupments, or governmental and third-party audits, all of which may impact our profitability and cash flow. Further, the costs associated with any operational problems, delays in collections from payors, and errors and control issues may impact our ability to realize the intended benefits from this transformation and may have a material adverse effect on our business, financial condition, results of operations~~, cash flows and the trading price of our securities~~.

We Numerous ~~currently~~states ~~outsource,~~have ~~and~~implemented ~~from~~healthcare ~~time~~transaction review laws that typically require healthcare entities to ~~time~~provide inpre-closing ~~the~~notice ~~future~~regarding ~~may~~“material” ~~outsource,~~healthcare atransactions ~~portion~~to government agencies. These laws differ from the typical change of ~~our~~control ~~internal~~processes ~~business~~that ~~functions~~often apply to ~~third-party~~licensed healthcare facilities and providers. ~~Outsourcing~~For example, these ~~functions~~laws ~~has~~generally ~~significant~~apply ~~risks~~to “healthcare entities” regardless of licensure, and ~~our~~therefore ~~failure~~apply to ~~successfully~~organizations ~~manage~~that ~~these~~often ~~risks~~do ~~could~~not ~~materially~~require ~~adversely~~separate ~~affect~~licensure. ~~our~~Furthermore, ~~business~~the reviews are more substantive in nature, ~~results~~often focusing on the impact of ~~operations~~the proposed transaction on factors such as cost, quality, access, equity and competition. Healthcare transaction review law requirements vary significantly between states. Some states require notice, while others may require a cost and market impact review. Healthcare transaction review laws may affect the structure and timing of proposed transactions we may enter into or our ability to enter into transactions at all, which may have an adverse effect on our business, financial condition and results of operations.

WeRisks ~~currently,~~Related ~~and from time~~ to ~~time~~Our inBusiness the future may, outsource portions of internal business functions, including our revenue cycle management functions, to third-party service providers. These functions are performed both domestically and in offshore locations, with our oversight. If our outsourcing partners fail to perform their obligations in a timely manner at satisfactory quality levels, in compliance with regulatory requirements, or if they are unable to attract or retain sufficient personnel with the necessary skill sets to meet our outsourcing needs, the efficiency, effectiveness and quality of our services could suffer. Reliance on third-party providers could have significant negative consequences, including significant disruptions in our operations and significantly increased costs to undertake such operations, either of which could damage our relationships with our patients and customers.Strategy

~~For~~During ~~example~~2024, ~~our~~we ~~results~~undertook ofa ~~operations~~transformation ~~were previously negatively impacted by the performance~~ of ~~a third-party provider we used in connection with~~ our revenue cycle management function, ~~leading~~from toan ~~our~~outsourced ~~decision~~provider to ~~transform~~a ~~our~~hybrid ~~revenue cycle management~~ function. Inthat ~~connection~~utilizes ~~with~~both ~~the previous transition of~~ our ~~revenue~~corporate ~~cycle~~personnel ~~management~~as ~~function,~~well weas ~~experienced a reduction in revenue due to delays in collection efforts or the inability to collect from patients or~~ third-party ~~payors,~~service ~~claim denials, recoupments, or governmental and third-party audits, all of which impacted our profitability and cash flow~~providers. ~~The~~ ~~current~~Our orfailure ~~any~~to ~~future~~execute ~~transitions~~a inhybrid ~~connection with our~~ revenue cycle management function efficiently and effectively may have ~~similar~~a ~~impacts~~material impact on our business, ~~results of operations and~~ financial condition~~. In addition~~, ~~our~~results ~~reliance on a workforce in other countries exposes us to disruptions in the business, political and economic environment in those regions. Further, any changes to existing laws or the enactment~~ of ~~new legislation restricting offshore outsourcing in the United States~~operations, orcash ~~increasing~~flows the cost of using offshore services may adversely affect our ability to outsource functions to third-party offshore service providers. Our ability to manage any difficulties encountered could be largely outside of our control. In addition, federal government and ~~third-party payors may have prohibitions or restrictions on~~ the ~~use~~trading ofprice ~~third-party service providers outside~~ of ~~the United States and/or require notice for the use of such third-party service providers. Diminished service quality from outsourcing,~~ our ~~inability to utilize offshore service providers or the failure to comply with restrictions on the use of third-party service providers could~~ securities.

39We undertook a transformation of our revenue cycle management function from an outsourced provider to a hybrid function that utilizes both our corporate personnel as well as third-party service providers that we engaged to support these activities. The success of this plan depends, in part, on our ability for our internal operations to handle certain revenue cycle management functions internally and to integrate the third-party service providers that we have engaged with our systems in a timely and efficient manner. If we are not able to successfully achieve these objectives, the anticipated benefits of this transformation may not be realized fully or at all or may take longer to realize than expected. These activities may be complex and time consuming and involve delays or additional and unforeseen expenses. In connection with this hybrid revenue cycle management function, we could experience a further reduction in revenue due to delays in collection efforts or the inability to collect from patients or third-party payors, claim denials, recoupments, or governmental and third-party audits, all of which may impact our profitability and cash flow. Further, the costs associated with any operational problems, delays in collections from payors, and errors and control issues may impact our ability to realize the intended benefits from this transformation and may have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

~~have~~We ancurrently ~~adverse~~outsource, ~~effect~~and onfrom ~~our~~time ~~business,~~to ~~financial~~time ~~condition~~in the future may outsource, ~~results~~a portion of ~~operations,~~our ~~cash~~internal ~~flows~~business functions to third-party providers. Outsourcing these functions has significant risks, and ~~the~~our ~~trading~~failure ~~price~~to ofsuccessfully manage these risks could materially adversely affect our ~~securities~~business, results of operations and financial condition.

We currently, and from time to time in the future may, ~~not~~outsource ~~find~~portions ~~suitable~~of ~~acquisition~~internal ~~candidates~~business orfunctions, ~~successfully~~including ~~integrate~~our revenue cycle management functions, to third-party service providers. These functions are performed both domestically and in offshore locations, with our ~~acquisitions~~oversight. ~~Our~~If ~~acquisitions~~our ~~may~~outsourcing ~~expose~~partners usfail to ~~greater~~perform ~~business~~their ~~risks~~obligations in a timely manner at satisfactory quality levels, in compliance with regulatory requirements, or if they are unable to attract or retain sufficient personnel with the necessary skill sets to meet our outsourcing needs, the efficiency, effectiveness and ~~could~~quality ~~affect~~of our ~~payor~~services ~~mix~~could suffer. Reliance on third-party providers could have

We have expanded and continue to seek to expand our presence in new and existing metropolitan areas by acquiring established physician group practices. Our acquisition strategy involves numerous risks and uncertainties, including:39

Wesignificant ~~may~~negative ~~not be able to identify suitable acquisition candidates or strategic opportunities or implement successfully~~consequences, orincluding ~~realize~~significant ~~the~~disruptions ~~expected~~in ~~benefits~~our ~~of,~~operations ~~any~~and ~~suitable~~significantly ~~opportunities.~~increased Incosts ~~addition,~~to weundertake ~~compete~~such ~~for acquisitions with other potential acquirers~~operations, ~~some~~either of which ~~may~~could ~~have~~damage ~~greater~~our ~~financial~~relationships orwith ~~operational~~our ~~resources~~patients ~~than~~and ~~we do~~customers. ~~This competition may intensify due to the ongoing consolidation in the healthcare industry, which may increase our acquisition costs.~~

WeFor ~~may~~example, ~~not~~our beresults ~~able~~of operations were previously negatively impacted by the performance of a third-party provider we used in connection with our revenue cycle management function, leading to ~~complete~~our ~~acquisitions~~decision to transform our revenue cycle management function. In connection with the previous transition of ~~physician~~our ~~practices~~revenue cycle management function, we experienced a reduction in revenue due to delays in collection efforts or ~~services~~the ~~companies~~inability to collect from patients or third-party payors, claim denials, recoupments, or wegovernmental and third-party audits, all of which impacted our profitability and cash flow. The current or any future transitions in connection with our revenue cycle management function may ~~complete~~have ~~acquisitions~~similar impacts on ~~less~~our ~~favorable~~business, ~~terms~~results asof operations and financial condition. In addition, our reliance on a ~~result~~workforce ofin ~~changes~~other countries exposes us to disruptions in ~~tax~~the ~~laws~~business, ~~healthcare~~political ~~fraud~~ and ~~abuse~~economic environment in those regions. Further, any changes to existing laws or the enactment of new legislation restricting offshore outsourcing in the United States, ~~financial~~or ~~market~~increasing the cost of using offshore services may adversely affect our ability to outsource functions to third-party offshore service providers. Our ability to manage any difficulties encountered could be largely outside of our control. In addition, federal government and third-party payors may have prohibitions or ~~other~~restrictions ~~economic~~on the use of third-party service providers outside of the United States and/or ~~market~~require ~~conditions~~notice for the use of such third-party service providers. Diminished service quality from outsourcing, our inability to utilize offshore service providers or the failure to comply with restrictions on the use of third-party service providers could have an adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

We may not befind ~~able~~suitable toacquisition candidates or successfully integrate ~~completed acquisitions, including~~ our ~~recent~~ acquisitions. ~~Integrating~~Our ~~completed~~ acquisitions into our existing operations involves numerous short-term and long-term risks, including diversion of our management’s attention, failure to retain key personnel, long-term value of acquired intangible assets and acquisition expenses. In addition, we may beexpose ~~required~~us to ~~comply~~greater ~~with~~business ~~laws,~~risks ~~rules~~ and ~~regulations~~could ~~that~~affect ~~may differ not only from those of the states in which~~ our ~~operations~~payor ~~are currently conducted but from an expansion in the service offerings we provide in certain states for which the laws, rules and regulations may be different~~mix.

We ~~cannot~~have beexpanded ~~certain~~and ~~that any acquired business will~~ continue to maintain its pre-acquisition revenue and growth rates or be financially successful. In addition, we cannot be certain of the extent of any unknown or contingent liabilities of any acquired business, including liabilities for failure to comply with applicable laws, or liabilities relating to medical malpractice claims. Generally, we obtain indemnification agreements from the sellers of businesses acquired with respect to pre-closing acts, omissions and other similar risks. It is possible that we may seek to ~~enforce~~expand ~~indemnification~~our ~~provisions~~presence in ~~the~~new ~~future~~and ~~against~~existing ~~sellers~~metropolitan ~~who~~areas ~~may~~by noacquiring ~~longer~~established ~~have~~physician ~~the~~group ~~financial~~practices. ~~wherewithal~~Our toacquisition ~~satisfy~~strategy ~~their~~involves ~~obligations~~numerous torisks ~~us.~~and ~~Accordingly~~uncertainties, ~~we may incur material liabilities for past activities of acquired businesses.~~ including:

•

We ~~could~~may ~~incur~~not orbe ~~assume~~able ~~indebtedness~~to ~~and~~identify ~~issue~~suitable ~~equity~~acquisition incandidates ~~connection~~or ~~with~~strategic ~~acquisitions.~~opportunities ~~The~~or ~~issuance~~implement ofsuccessfully, ~~shares~~or ofrealize ~~our~~the ~~common~~expected ~~stock~~benefits ~~for~~of, anany ~~acquisition~~suitable ~~may~~opportunities. ~~result~~In inaddition, ~~dilution~~we tocompete ~~our~~for ~~existing~~acquisitions ~~shareholders~~with ~~and~~other potential acquirers, ~~depending~~some onof ~~the~~which ~~number~~may ofhave ~~shares~~greater ~~that~~financial or operational resources than we ~~issue,~~do. ~~the~~This ~~resale~~competition ofmay ~~such~~intensify ~~shares~~due ~~could~~to ~~affect~~the ongoing consolidation in the ~~trading~~healthcare ~~price~~industry, ofwhich may increase our ~~common~~acquisition ~~stock~~costs.

•

We may ~~acquire~~not ~~businesses~~be ~~that~~able ~~derive~~to acomplete ~~greater~~acquisitions ~~portion~~ of ~~their~~physician ~~revenue~~practices ~~from~~or ~~GHC~~services ~~Programs~~companies, ~~than~~or ~~what~~ we ~~recognize~~may oncomplete aacquisitions ~~consolidated~~on ~~basis~~less orfavorable ~~that~~terms ~~have~~as ~~business~~a ~~models~~result ~~with~~of ~~lower~~changes ~~operating~~in ~~margins~~tax ~~than~~laws, ~~ours.~~healthcare ~~These~~fraud ~~acquisitions~~and ~~could~~abuse ~~affect~~laws, ~~our~~financial ~~overall~~market ~~payor mix~~ or ~~operating~~other ~~results~~economic inor ~~future~~market ~~periods~~conditions.

•

~~Acquisitions~~We ofmay ~~practices~~not ~~could~~be ~~entail~~able ~~financial~~to ~~and~~successfully ~~operating~~integrate ~~risks~~completed ~~not~~acquisitions, ~~fully~~including ~~anticipated~~our recent acquisitions. ~~Such~~Integrating completed acquisitions ~~could~~into ~~divert~~our existing operations involves numerous short-term and long-term risks, including diversion of our management'’s attention, failure to retain key personnel, long-term value of acquired intangible assets and acquisition expenses. In addition, we may be required to comply with laws, rules and regulations that may differ not only from those of the states in which our ~~resources~~operations are currently conducted but from an expansion in the service offerings we provide in certain states for which the laws, rules and regulations may be different.

•

AnWe cannot be certain that any acquired business will continue to maintain its pre-acquisition ~~could~~revenue and growth rates or be ~~subject~~financially tosuccessful. ~~challenge~~In ~~under~~addition, we cannot be certain of the ~~antitrust~~extent ~~laws~~of ~~either~~any ~~before~~unknown or ~~after~~contingent itliabilities isof ~~consummated~~any acquired business, including liabilities for failure to comply with applicable laws, or liabilities relating to medical malpractice claims. ~~Such~~Generally, awe ~~challenge~~obtain ~~could~~indemnification ~~involve~~agreements ~~substantial~~from ~~legal~~the ~~costs~~sellers ~~and~~of ~~divert~~businesses ~~management’s~~acquired ~~attention~~with ~~and~~respect ~~resources~~to pre-closing acts, omissions and ~~could~~other ~~result~~similar inrisks. usIt ~~having~~is possible that we may seek to ~~abandon~~enforce indemnification provisions in the ~~transaction~~future oragainst ~~make~~sellers awho ~~divestiture~~may no longer have the financial wherewithal to satisfy their obligations to us. Accordingly, we may incur material liabilities for past activities of acquired businesses.

~~If we are not successful in integrating an acquisition, we may decide to dispose of such acquisition and may do so at a loss or record impairments in connection with such a disposition.~~40

•

40We could incur or assume indebtedness and issue equity in connection with acquisitions. The issuance of shares of our common stock for an acquisition may result in dilution to our existing shareholders and, depending on the number of shares that we issue, the resale of such shares could affect the trading price of our common stock.

•

We may ~~not~~acquire bebusinesses ~~able~~that toderive ~~successfully~~a ~~execute~~greater portion of their revenue from GHC Programs than what we recognize on a consolidated basis or that have business models with lower operating margins than ours. These acquisitions could affect our ~~same-unit~~overall ~~and~~payor ~~organic~~mix ~~growth~~or ~~strategies~~operating results in future periods.

•

InAcquisitions ~~addition~~of topractices ~~our~~could ~~acquisition~~entail ~~growth~~financial ~~strategy, we seek opportunities for increasing revenue from our existing operations through same-unit~~ and ~~organic~~operating ~~growth~~risks ~~strategies. We~~not ~~also~~fully ~~seek opportunities to grow organically outside of our existing operations~~anticipated. WeSuch ~~may~~acquisitions ~~not~~could bedivert ~~able~~management's toattention ~~successfully~~and ~~execute~~ our ~~same-unit and organic growth strategies for reasons including the following:~~resources.

•

WeAn ~~may~~acquisition ~~not~~could be ~~able~~subject to ~~expand~~challenge under the ~~services~~antitrust ~~that~~laws ~~our~~either ~~affiliated~~before ~~physicians~~or ~~provide~~after it is consummated. Such a challenge could involve substantial legal costs and divert management’s attention and resources and could result in us having to ~~our~~abandon ~~hospital~~the ~~partners.~~transaction or make a divestiture.

WeIf ~~may~~we are not besuccessful ~~able~~in tointegrating ~~attract~~an ~~referrals~~acquisition, we may decide to ~~our~~dispose ~~office-based~~of ~~practices~~such acquisition and may do so at a loss or ~~neonatology~~record ~~transports~~impairments toin ~~our~~connection ~~hospital-based~~with ~~units~~such a disposition.

We may not be able to successfully execute ~~new~~our ~~contractual~~same-unit ~~arrangements~~and ~~with~~organic ~~hospitals,~~growth ~~including through joint ventures, where we either currently provide or do not currently provide physician services~~strategies.

We In ~~may~~addition ~~not~~to beour ~~able~~acquisition togrowth ~~work~~strategy, ~~with~~we seek opportunities for increasing revenue from our ~~hospital~~existing ~~partners~~operations tothrough ~~develop~~same-unit ~~integrated~~and ~~services~~organic ~~programs~~growth ~~for~~strategies. ~~which~~We wealso ~~become~~seek aopportunities ~~multi-specialty~~to ~~provider~~grow organically outside of ~~solutions~~our ~~within~~existing ~~the~~operations. ~~maternal-fetal,~~We ~~newborn~~may not be able to successfully execute our same-unit and ~~pediatric~~organic ~~continuum~~growth ofstrategies ~~care.~~for reasons including the following:

•

We may not ~~accurately~~be ~~project~~able ~~same-unit~~to ~~and~~expand ~~organic growth performance, including projections of revenue and operating expenses, or we may experience a shift in~~ the ~~mix of~~ services that ~~certain of~~ our ~~customers~~affiliated ~~request~~physicians ~~from~~provide ~~us,~~to ~~potentially~~our ~~resulting~~hospital ~~in lower margins~~partners.

•

~~In addition, certain of our organic growth strategies may involve risks and uncertainties similar to those for our acquisition strategy. See “~~We may not ~~find~~be ~~suitable~~able ~~acquisition~~to ~~candidates~~attract orreferrals ~~successfully~~to ~~integrate~~ our ~~acquisitions.~~office-based ~~Our~~practices ~~acquisitions~~or ~~may~~neonatology ~~expose~~transports us to ~~greater business risks and could affect~~ our ~~payor~~hospital-based ~~mix~~units.”

•

We may not ~~effectively~~be ~~manage~~able ~~our~~to ~~growth~~execute new contractual arrangements with hospitals, including through joint ventures, where we either currently provide or do not currently provide physician services.

•

We ~~have~~may ~~historically~~not ~~experienced~~be ~~growth~~able into ~~our~~work ~~business,~~with ~~including~~our ~~growth~~hospital ~~outside~~partners ofto ~~our~~develop ~~core~~integrated ~~physician~~services ~~specialties.~~programs ~~Growth~~for inwhich ~~the~~we ~~number~~become ofa ~~our~~multi-specialty ~~employees~~provider ~~and~~of ~~affiliated~~solutions ~~physicians~~within ~~has in~~ the ~~past placed significant demands on our financial~~maternal-fetal, ~~operational~~newborn and ~~management~~pediatric ~~resources.~~continuum ~~Significant growth may impair our ability to provide our services efficiently and to manage our employees adequately. Our future results~~ of ~~operations could be adversely affected if we are unable to manage our growth effectively~~care.

•

~~Hospitals~~We ormay ~~other~~not ~~customers~~accurately ~~may~~project ~~terminate~~same-unit ~~their~~and ~~agreements~~organic ~~with~~growth usperformance, ~~our~~including ~~physicians~~projections of revenue and operating expenses, or we may ~~lose~~experience ~~the~~a ~~ability~~shift toin ~~provide~~the mix of services inthat ~~hospitals~~certain orof ~~administrative~~our ~~fees~~customers ~~paid~~request tofrom us, bypotentially ~~hospitals~~resulting ~~may~~in belower ~~reduced~~margins.

~~Our~~In ~~net~~addition, ~~revenue~~certain isof ~~derived~~our ~~primarily~~organic ~~from~~growth ~~fee-for-service~~strategies ~~billings~~may ~~for~~involve ~~patient~~risks ~~care~~ and ~~other~~uncertainties ~~services~~similar ~~provided~~to bythose for our ~~affiliated~~acquisition ~~physicians and from administrative fees paid to us by hospitals~~strategy. See ~~Item 1. Business—~~“~~Relationships~~We ~~with Our Partners—Hospitals.” Our hospital partners or other customers~~ may ~~cancel or~~ not ~~renew~~find ~~their~~suitable ~~contracts~~acquisition ~~with~~candidates ~~us, may reduce~~ or ~~eliminate~~successfully ~~our~~integrate ~~administrative fees in the future, or refuse to pay us~~ our ~~administrative fees if we fail to honor the terms of our agreement or fail to meet certain performance metrics under those agreements~~acquisitions. ~~Further,~~Our ~~consolidation~~acquisitions of hospitals, healthcare systems or other customers could adversely affect our ability to negotiate with these entities. Adverse economic conditions, including decreased federal and state funding to hospitals, could influence future actions of our hospital partners or other customers. In addition, hospitals may ~~from~~expose ~~time~~us to ~~time~~greater cancel or delay certain elective procedures in order to address increasing demand for beds by other patients. To the extent that our arrangements with our hospital partners or other customers are canceled or are not renewed or replaced with other arrangements having at least as favorable terms, our business, ~~financial~~risks ~~condition~~ and ~~results of operations~~ could beaffect ~~adversely affected. In addition, to the extent~~ our ~~affiliated~~payor physicians lose their privileges in hospitals or hospitals enter into arrangements with or employ other physicians, including our existing affiliated physicians, our business, financial condition, results of operations and cash flows could be adversely affectedmix.”

~~Risks~~We ~~Related~~may tonot ~~Operating~~effectively manage our ~~Business~~growth.

41We have historically experienced growth in our business, including growth outside of our core physician specialties. Growth in the number of our employees and affiliated physicians has in the past placed significant demands on our financial, operational and management resources. Significant growth may impair our ability to provide our services efficiently and to manage our employees adequately. Our future results of operations could be adversely affected if we are unable to manage our growth effectively.

We are dependent upon our key management personnel for our future success and loss of our key management and other personnel or an inability to attract new management and other personnel could impact our business.41

~~Our~~Hospitals ~~success~~or ~~depends~~other tocustomers amay ~~significant~~terminate ~~extent~~their onagreements ~~the~~with ~~continued~~us, ~~contributions of~~ our ~~key~~physicians ~~management~~may ~~personnel~~lose ~~for~~ the ~~management~~ability ofto ~~our~~provide ~~business~~services ~~and implementation of our business strategy. We experienced significant management turnover~~ in ~~2024~~hospitals ~~and the further loss of~~ or ~~changes~~administrative infees ~~key~~paid management personnel could have a material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. Management transition is often difficult and inherently causes some loss of institutional knowledge and a learning curve for new executives, which could negatively affect our results of operations and financial condition. Our ability to ~~execute~~us ~~our~~by ~~business~~hospitals ~~strategies~~ may be adversely affected by the uncertainty associated with any such transition, and the time and attention from the board and management needed to fill vacant roles and train new employees could disrupt our businessreduced. Competition is intense for qualified employees, and the loss of qualified employees or an inability to attract, retain and motivate additional highly skilled employees required for the operation and growth of our business could hinder our ability to successfully carry out our strategy.

Our ~~quarterly~~net ~~results~~revenue ~~will~~is ~~likely~~derived ~~fluctuate~~primarily from ~~period~~fee-for-service billings for patient care and other services provided by our affiliated physicians and from administrative fees paid to ~~period~~us by hospitals. See Item 1. Business—“Relationships with Our Partners—Hospitals.” Our hospital partners or other customers may cancel or not renew their contracts with us, may reduce or eliminate our administrative fees in the future, or refuse to pay us our administrative fees if we fail to honor the terms of our agreement or fail to meet certain performance metrics under those agreements. Further, consolidation of hospitals, healthcare systems or other customers could adversely affect our ability to negotiate with these entities. Adverse economic conditions, including decreased federal and state funding to hospitals, could influence future actions of our hospital partners or other customers. In addition, hospitals may from time to time cancel or delay certain elective procedures in order to address increasing demand for beds by other patients. To the extent that our arrangements with our hospital partners or other customers are canceled or are not renewed or replaced with other arrangements having at least as favorable terms, our business, financial condition and results of operations could be adversely affected. In addition, to the extent our affiliated physicians lose their privileges in hospitals or hospitals enter into arrangements with or employ other physicians, including our existing affiliated physicians, our business, financial condition, results of operations and cash flows could be adversely affected.

WeRisks ~~have~~Related ~~historically experienced and expect~~ to ~~continue~~Operating to experience quarterly fluctuations in net revenue and net income. For example, we typically experience negative cash flow from operations in the first quarter of each year, principally as a result of bonus payments to affiliated physicians as well as discretionary matching contributions for participants in our qualified contributory savings plans. In addition, a significant number of our employees and associated professional contractors (primarily affiliated physicians) exceed the level of taxable wages for social security contributions during the first and second quarters. As a result, we incur a significantly higher payroll tax burden and our net income is lower during those quarters. Moreover, a lower number of calendar days are present in the first and second quarters of the year as compared to the remainder of the year. Because we provide services in the NICU on a 24-hours-a-day basis, 365 days a year, any reduction in service days will have a corresponding reduction in net revenue. In addition, any reduction in office days in our office-based practices will also have a corresponding reduction in net revenue. We also have significant fixed operating costs, including costs for our affiliated physicians, and as a result, are highly dependent on patient volume and capacity utilization of our affiliated physicians to sustain profitability. Quarterly results may also be impacted by the timing of acquisitions and any fluctuation in patient volume. As a result, our results of operations for any quarter are not indicative of results of operations for any future period or full fiscal year.Business

We ~~may~~are ~~write-off~~dependent ~~intangible~~upon ~~assets,~~our ~~such~~key asmanagement ~~goodwill~~personnel for our future success and loss of our key management and other personnel or an inability to attract new management and other personnel could impact our business.

~~The~~Our ~~carrying~~success ~~value~~depends to a significant extent on the continued contributions of our ~~intangible~~key ~~assets,~~management ~~which~~personnel ~~consists~~for ~~primarily~~the management of ~~goodwill~~our ~~related~~business toand implementation of our ~~acquisitions,~~business isstrategy. ~~subject~~We toexperienced ~~testing~~significant atmanagement ~~least~~turnover ~~annually,~~in 2024 and ~~more~~the ~~frequently~~further ifloss ~~impairment~~of ~~indicators~~or ~~exist.~~changes ~~Under~~in ~~current~~key ~~accounting~~management ~~standards,~~personnel ~~goodwill~~could ishave ~~tested~~a ~~for~~material ~~impairment~~adverse effect on atour ~~least~~business, anfinancial ~~annual~~condition, ~~basis~~results of operations, cash flows and ~~more~~the ~~frequently~~trading ifprice ~~impairment~~of ~~indicators~~our ~~exist,~~securities. ~~and~~Management wetransition ~~have~~is ~~been~~often ~~subject~~difficult toand ~~impairment~~inherently ~~losses~~causes assome ~~circumstances~~loss ~~have~~of ~~changed~~institutional ~~after~~knowledge ~~acquisition.~~and ~~For~~a ~~example,~~learning ~~during~~curve ~~2024~~for new executives, wewhich ~~recorded~~could anegatively ~~non-cash~~affect ~~impairment~~our ~~charge~~results of ~~$150.6~~operations ~~million~~and financial condition. IfOur weability ~~record~~to ~~additional~~execute ~~impairment~~our ~~losses~~business ~~related~~strategies tomay ~~our~~be ~~goodwill~~adversely inaffected by the ~~future~~uncertainty associated with any such transition, itand ~~could~~the ~~have~~time anand ~~adverse~~attention ~~effect~~from onthe board and management needed to fill vacant roles and train new employees could disrupt our business,. ~~financial~~Competition ~~condition~~is intense for qualified employees, ~~results~~and the loss of ~~operations,~~qualified ~~cash~~employees ~~flows~~or an inability to attract, retain and motivate additional highly skilled employees required for the ~~trading~~operation ~~price~~and growth of our ~~securities~~business could hinder our ability to successfully carry out our strategy.

WeOur ~~are~~quarterly ~~subject~~results towill ~~medical~~likely ~~malpractice~~fluctuate ~~and~~from ~~other~~period ~~lawsuits~~to ~~that may not covered by insurance~~period.

~~Our~~We ~~business~~have ~~entails~~historically anexperienced ~~inherent~~and ~~risk~~expect ofto ~~claims~~continue ofto ~~medical~~experience ~~malpractice~~quarterly ~~against~~fluctuations ~~our~~in ~~affiliated~~net ~~physicians~~revenue and usnet income. WeFor ~~may~~example, ~~also~~we betypically ~~subject~~experience negative cash flow from operations in the first quarter of each year, principally as a result of bonus payments to ~~other~~affiliated ~~lawsuits~~physicians ~~which~~as ~~may~~well ~~involve~~as ~~large~~discretionary ~~claims~~matching ~~and~~contributions ~~significant~~for ~~defense~~participants ~~costs~~in our qualified contributory savings plans. ~~Although~~In weaddition, ~~currently~~a ~~maintain~~significant ~~liability~~number ~~insurance~~of ~~coverage~~our ~~intended~~employees toand ~~cover~~associated professional ~~liability~~contractors (primarily affiliated physicians) exceed the level of taxable wages for social security contributions during the first and ~~other~~second ~~claims~~quarters. As a result, ~~there~~we ~~can~~incur bea nosignificantly ~~assurance~~higher ~~that~~payroll tax burden and our ~~insurance~~net ~~coverage~~income ~~will~~is belower ~~adequate~~during tothose ~~cover~~quarters. ~~liabilities~~Moreover, ~~arising~~a ~~out~~lower number of ~~claims~~calendar ~~asserted~~days ~~against~~are uspresent ~~where~~in the ~~outcomes~~first and second quarters of ~~such~~the ~~claims~~year ~~are~~as ~~unfavorable~~compared to usthe remainder of the year. ~~Generally,~~Because we ~~self~~provide services in the NICU on a 24-~~insure~~hours-a-day ~~our~~basis, ~~liabilities~~365 todays ~~pay~~a ~~retention~~year, ~~amounts~~any ~~for~~reduction ~~professional~~in ~~liability~~service ~~matters~~days ~~through~~will have a ~~wholly~~corresponding ~~owned~~reduction ~~captive~~in ~~insurance~~net ~~subsidiary~~revenue. ~~Liabilities~~In addition, any reduction in ~~excess~~office ofdays in our ~~insurance~~office-based ~~coverage~~practices will also have a corresponding reduction in net revenue. We also have significant fixed operating costs, including ~~coverage~~costs for ~~professional~~our ~~liability~~affiliated physicians, and ~~other~~as ~~claims~~a result, ~~could~~are ~~have~~highly adependent ~~material~~on ~~adverse~~patient ~~effect~~volume onand capacity utilization of our ~~business,~~affiliated ~~financial~~physicians ~~condition,~~to sustain profitability. Quarterly results ofmay ~~operations,~~also ~~cash~~be ~~flows~~impacted ~~and~~by the ~~trading~~timing ~~price~~ of ~~our~~acquisitions ~~securities.~~and ~~See~~any ~~Item~~fluctuation 1in patient volume. ~~Business—“Other~~As ~~Legal~~a ~~Proceedings”~~result, ~~and—~~our ~~“Professional~~results ~~and~~of ~~General~~operations ~~Liability~~for ~~Coverage~~any quarter are not indicative of results of operations for any future period or full fiscal year.”

42We may write-off intangible assets, such as goodwill.

The reserves that we have established related to our professional liability losses are subject to inherent uncertainties and if actual costs exceed our estimates this may lead to a reduction in our net earnings.42

WeThe ~~have~~carrying ~~established~~value ~~reserves~~of ~~for losses and related expenses that represent estimates involving actuarial projections. These actuarial projections are developed at a given point in time and represent~~ our ~~expectations~~intangible ofassets, ~~the~~which ~~ultimate~~consists ~~resolution~~primarily ~~and administration~~ of ~~costs~~goodwill ofrelated ~~losses incurred with respect~~ to ~~professional~~our ~~liability~~acquisitions, ~~risks~~is ~~for the amount of risk retained by us. Insurance reserves are inherently~~ subject to ~~uncertainty.~~testing ~~Our~~at ~~reserve~~least ~~estimates are based on actuarial valuations using historical claims~~annually, ~~demographic factors, industry trends, severity~~ and ~~exposure~~more ~~factors~~frequently ~~and~~if ~~other~~impairment ~~actuarial~~indicators ~~assumptions~~exist. ~~The~~Under ~~estimates~~current ofaccounting ~~projected ultimate losses are developed at least annually. Our reserves have been~~standards, ~~and~~goodwill ~~could~~is ~~further~~tested ~~be,~~for ~~significantly~~impairment ~~affected~~on ~~should~~at ~~current~~least ~~and~~an ~~future~~annual ~~occurrences~~basis ~~differ from historical claim trends~~ and ~~expectations.~~more ~~While~~frequently ~~claims~~if ~~are~~impairment ~~monitored~~indicators ~~closely when estimating reserves~~exist, ~~the complexity of the claims~~ and ~~wide~~we ~~range~~have ofbeen ~~potential~~subject ~~outcomes~~to ~~often~~impairment ~~hamper~~losses ~~timely~~as ~~adjustments~~circumstances tohave ~~the~~changed ~~assumptions~~after ~~used in these estimates~~acquisition. ~~Actual~~For ~~losses and related expenses may deviate~~example, ~~perhaps~~during ~~substantially~~2024, ~~from~~we ~~the~~recorded ~~reserve~~a ~~estimates~~non-cash ~~reflected~~impairment incharge ~~our~~of ~~financial~~$150.6 ~~statements~~million. If ~~our estimated reserves are determined to be inadequate,~~ we ~~have~~record ~~been~~additional ~~and~~impairment ~~could~~losses ~~further~~related ~~be required~~ to ~~increase~~our ~~reserves~~goodwill atin the ~~time~~future, ~~the~~it ~~deficiency~~could ishave ~~determined.~~an ~~See~~adverse ~~Item~~effect 7.on ~~Management’s~~our ~~Discussion~~business, ~~and~~financial ~~Analysis~~condition, results of ~~Financial~~operations, ~~Condition~~cash flows and ~~Results~~the oftrading ~~Operations—“Application~~price of ~~Critical~~our ~~Accounting Policies and Estimates—Professional Liability Coverage~~securities.”

We are subject to ~~litigation~~medical ~~risks~~malpractice and other lawsuits that may not covered by insurance.

~~From~~Our ~~time~~business toentails ~~time,~~an weinherent ~~are~~risk ~~involved~~of ~~in various litigation matters and~~ claims, ~~including~~of ~~regulatory~~medical ~~proceedings,~~malpractice ~~administrative~~against ~~proceedings,~~our ~~governmental~~affiliated ~~investigations,~~physicians and ~~contract disputes, as they relate to our services and business~~us. We may ~~face~~also ~~potential~~be ~~claims~~subject orto ~~liability for, among~~ other ~~things,~~lawsuits ~~breach~~which ofmay ~~contract,~~involve ~~defamation,~~large ~~libel,~~claims ~~fraud,~~and ~~negligence~~significant ordefense ~~data breaches~~costs. ~~Our~~We ~~contracts~~currently ~~with~~maintain ~~hospitals~~liability ~~generally~~insurance ~~require~~coverage usintended to ~~indemnify~~cover ~~them~~professional liability and ~~their~~other ~~affiliates~~claims, ~~for~~but ~~losses~~our ~~resulting~~insurance ~~from~~coverage ~~the~~might ~~negligence~~not ofbe ~~our~~adequate ~~affiliated~~to ~~physicians~~cover ~~and~~liabilities ~~other~~arising ~~clinicians.~~out Weof ~~may~~claims ~~also~~asserted ~~face~~against ~~employment-related~~us ~~litigation,~~where ~~including~~the ~~claims~~outcomes of ~~age~~such ~~discrimination,~~claims ~~sexual~~are ~~harassment,~~unfavorable ~~gender~~to ~~discrimination,~~us. ~~immigration violations~~Generally, orwe ~~other~~self-insure ~~local,~~our ~~state,~~liabilities ~~and~~to ~~federal~~pay ~~labor~~retention ~~law~~amounts ~~violations.~~for ~~Because~~professional ofliability ~~the~~matters ~~uncertain~~through ~~nature~~a ofwholly ~~litigation~~owned ~~and~~captive insurance ~~coverage~~subsidiary. ~~decisions,~~Liabilities ~~the~~in ~~outcome~~excess of ~~such~~our ~~actions~~insurance ~~and~~coverage, ~~proceedings~~including ~~cannot~~coverage befor ~~predicted~~professional ~~with~~liability ~~certainty~~ and another ~~unfavorable~~claims, ~~resolution of one or more of them~~ could have ana material adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities. InSee ~~addition,~~Item ~~legal~~1. ~~fees~~Business—“Other ~~and~~Legal ~~costs~~Proceedings” ~~associated with prosecuting~~ and— ~~defending~~“Professional ~~litigation matters could have an adverse effect on our business, financial condition, results of operation~~ and ~~the~~General ~~trading~~Liability ~~price of our securities~~Coverage.”

WeThe ~~may~~reserves ~~not~~that bewe ~~able~~have established related to ~~collect~~our ~~reimbursements~~professional ~~for~~liability losses are subject to inherent uncertainties and if actual costs exceed our ~~services~~estimates ~~from~~this ~~third-party~~may ~~payors~~lead to a reduction in our net earnings.

AWe ~~significant~~have ~~portion~~established ofreserves ~~our~~for ~~net~~losses ~~revenue is derived from reimbursements from various third-party payors, including GHC Programs, private insurance plans~~ and ~~managed~~related ~~care~~expenses ~~plans,~~that ~~for~~represent ~~services~~estimates ~~provided~~involving byactuarial ~~our~~projections. ~~affiliated~~These ~~professional~~actuarial ~~contractors.~~projections We are ~~responsible~~developed ~~for~~at ~~submitting~~a ~~reimbursement~~given ~~requests~~point toin ~~these~~time ~~payors~~ and ~~collecting~~represent ~~the~~our ~~reimbursements,~~expectations ~~and~~of ~~we assume~~ the ~~financial~~ultimate ~~risks~~resolution ~~relating to uncollectible~~ and ~~delayed~~administration ~~reimbursements.~~of Incosts ~~the~~of ~~current~~losses ~~healthcare~~incurred ~~environment,~~with ~~payors~~respect ~~continue efforts~~ to ~~control~~professional ~~expenditures~~liability risks for ~~healthcare, including revisions to coverage and reimbursement policies. Due to~~ the ~~nature~~amount of ~~our~~risk ~~business~~retained ~~and~~by ~~our~~us. ~~participation~~Insurance inreserves ~~government-funded and private reimbursement programs, we~~ are ~~involved~~inherently ~~from~~subject ~~time~~ to ~~time~~uncertainty. inOur ~~inquiries,~~reserve ~~reviews,~~estimates ~~audits~~are ~~and~~based ~~investigations~~on byactuarial ~~governmental~~valuations ~~agencies~~using ~~and~~historical ~~private~~claims, ~~payors~~demographic ~~of our business practices~~factors, ~~including~~industry ~~assessments of our compliance with coding~~trends, ~~billing~~severity and ~~documentation~~exposure ~~requirements.~~factors Weand ~~may~~other beactuarial ~~required~~assumptions. toThe ~~repay~~estimates ~~these~~of ~~agencies~~projected orultimate ~~private~~losses ~~payors~~are ifdeveloped aat ~~finding~~least isannually. ~~made~~Our ~~that~~reserves wehave ~~were incorrectly reimbursed within a certain time period~~been, ~~or we may become involved in disputes with payors~~ and could befurther ~~subjected to pre-payment and post-payment reviews~~be, ~~which~~significantly ~~can~~affected beshould ~~time-consuming~~current and ~~result~~future inoccurrences ~~non-payment~~differ orfrom ~~delayed~~historical ~~payment~~claim ~~for~~trends ~~the~~and ~~services we provide~~expectations. WeMoreover, ~~may~~the ~~also~~complexity ~~experience~~of ~~difficulties~~the inclaims ~~collecting~~and ~~reimbursements~~wide ~~because~~range ~~third-party~~of ~~payors~~potential ~~may~~outcomes ~~seek~~often tohamper ~~reduce~~timely oradjustments ~~delay reimbursements~~ to ~~which~~the weassumptions ~~are~~used ~~entitled~~in ~~for services that~~ our ~~affiliated~~reserve ~~physicians~~estimates. ~~have~~Actual ~~provided,~~losses ~~they~~and ~~experience~~related ~~administrative~~expenses ~~issues~~may ~~that~~deviate, ~~result~~perhaps ~~in a delay in reimbursements~~substantially, orfrom ~~pursuant~~the toreserve ~~binding~~estimates ~~arbitration~~reflected ~~proceedings~~in ~~for~~our ~~out-of-network~~financial ~~items or services~~statements. ~~Further,~~If ~~GHC~~our ~~Programs,~~estimated ~~private~~reserves ~~insurance plans and managed care plans~~ are ~~increasingly~~determined ~~requiring~~to ~~that~~be ~~services~~inadequate, we ~~provide~~have bebeen ~~reviewed~~ and ~~approved~~could ~~prior~~further tobe ~~provision~~required ofto ~~such services. These prior authorization reviews~~ increase ~~our~~reserves ~~administrative~~at ~~costs~~the ~~and~~time ~~delay~~the ~~payments,~~deficiency ~~which~~is ~~materially~~determined. ~~impact~~See ~~our~~Item ~~business~~7. InManagement’s ~~addition,~~Discussion ~~GHC~~and ~~Programs~~Analysis ~~may~~of ~~deny~~Financial orCondition ~~revoke~~and ~~our~~Results ~~application~~of toOperations—“Application ~~become~~of aCritical ~~participating~~Accounting ~~provider~~Policies ifand weEstimates—Professional doLiability ~~not disclose certain events relating to our affiliates or for other reasons that could cause us to not be able to provide services to patients or prohibit us from billing for such services~~Coverage. ~~GHC Programs may also suspend our payments pending an audit or investigation, which~~ ”

43We are subject to litigation risks.

~~could~~From ~~last~~time to time, we are involved in various litigation matters and claims, including regulatory proceedings, administrative proceedings, governmental investigations, and contract disputes, as they relate to our services and business. We may face potential claims or liability for, anamong ~~extended~~other ~~period~~things, breach of ~~time~~contract, defamation, libel, fraud, negligence or data breaches. IfOur wecontracts ~~are~~with ~~not~~hospitals ~~reimbursed~~generally ~~fully~~require orus into aindemnify ~~timely~~them ~~manner~~and their affiliates for ~~such~~losses ~~services~~resulting orfrom ~~there~~the isnegligence aof ~~finding~~our ~~that~~affiliated wephysicians ~~were~~and ~~incorrectly~~other ~~reimbursed~~clinicians. We may also face employment-related litigation, ~~our~~including ~~revenue~~claims of age discrimination, ~~cash~~sexual ~~flows~~harassment, gender discrimination, immigration violations, or other local, state, and federal labor law violations. Because of the uncertain nature of litigation and insurance coverage decisions, the outcome of such actions and proceedings cannot be predicted with certainty and an unfavorable resolution of one or more of them could have an adverse effect on our business, financial condition, ~~could~~results beof ~~materially~~operations, ~~adversely~~cash ~~affected~~flows and the trading price of our securities. In addition, welegal ~~may~~fees ~~choose~~and tocosts ~~challenge~~associated ~~certain~~with ~~GHC~~prosecuting ~~reimbursement~~and ~~decisions~~defending ~~through~~litigation ~~administrative~~matters ~~appeal~~could ~~mechanisms.~~have ~~Any~~an ~~backlog~~adverse ineffect ~~appeals~~on ~~may~~our ~~further~~business, ~~affect~~financial ~~our~~condition, ~~ability~~results toof ~~collect~~operation ~~reimbursement~~and ~~for~~the ~~services~~trading ~~rendered~~price of our securities.

InWe ~~addition,~~may ~~adverse~~not ~~economic~~be ~~conditions~~able ~~could~~to ~~affect~~collect ~~the~~reimbursements ~~timeliness~~for ~~and~~our ~~amounts~~services ~~received~~ from ~~our~~ third-party ~~and government~~ payors ~~which would impact our short-term liquidity needs~~.

~~Risks~~A ~~Related~~significant toportion of our ~~Capital~~net ~~Structure~~revenue is derived from reimbursements from various third-party payors, including GHC Programs, private insurance plans and managed care plans, for services provided by our affiliated

Our current indebtedness and any future indebtedness could adversely affect us by reducing our flexibility to respond to changing business and economic conditions and expose us to interest rate risk to the extent of any variable rate debt. In addition, a certain portion of our interest expense may not be deductible. 43

Asprofessional ofcontractors. ~~December~~We ~~31,~~are ~~2024,~~responsible ~~our~~for ~~total~~submitting ~~indebtedness~~reimbursement ~~was~~requests ~~$615.6~~to ~~million~~these payors and collecting the reimbursements, ofand ~~which~~we ~~$400.0~~assume ~~million~~the ~~was~~financial atrisks ~~fixed~~relating ~~interest~~to ~~rates~~uncollectible and ~~$215~~delayed reimbursements.6 ~~million~~In ~~was~~the atcurrent ~~variable~~healthcare ~~rates.~~environment, Wepayors ~~also~~continue ~~had~~efforts ~~$450~~to control expenditures for healthcare, including revisions to coverage and reimbursement policies.0 ~~million~~Due to the nature of ~~additional~~our ~~borrowing~~business ~~capacity~~and ~~under~~our participation in government-funded and private reimbursement programs, we are involved from time to time in inquiries, reviews, audits and investigations by governmental agencies and private payors of our ~~revolving~~business ~~line~~practices, including assessments of ~~credit~~our ~~which~~compliance ~~was~~with ~~subject~~coding, billing and documentation requirements. We may be required to repay these agencies or private payors if a ~~variable~~finding ~~interest~~is ~~rate.~~made ~~Other~~that ~~debt~~we were incorrectly reimbursed within a certain time period, or we ~~incur~~may ~~also~~become involved in disputes with payors and could be ~~variable~~subjected ~~rate~~to ~~debt.~~pre-payment Inand ~~addition~~post-payment reviews, ~~United~~which ~~States~~can ~~tax~~be ~~law~~time-consuming ~~places~~and ~~certain~~result ~~limitations~~in onnon-payment or delayed payment for the ~~deductibility~~services ofwe ~~interest~~provide. ~~expense~~We atmay aalso ~~percentage~~experience ofdifficulties ~~taxable~~in ~~income.~~collecting Ifreimbursements ~~interest~~because ~~rates~~third-party ~~continue~~payors may seek to ~~increase~~reduce or delay reimbursements to which we are entitled for services that our affiliated physicians have provided, ~~any~~they ~~variable~~experience ~~rate~~administrative ~~debt~~issues ~~will~~that ~~create~~result ~~higher~~in ~~debt~~a ~~service~~delay ~~requirements~~in reimbursements, or pursuant to binding arbitration proceedings for out-of-network items or services. Further, GHC Programs, private insurance plans and ifmanaged ~~interest~~care ~~expense~~plans ~~increases~~are ~~beyond~~increasingly arequiring ~~specified~~that ~~percentage~~services we provide be reviewed and approved prior to provision of ~~taxable~~such ~~income~~services. These prior authorization reviews increase our administrative costs and delay payments, which materially impact our business. In addition, GHC Programs may deny or revoke our application to become a ~~portion~~participating ofprovider if we do not disclose certain events relating to our affiliates or for other reasons that ~~interest~~could ~~expense~~cause ~~may~~us to not be ~~deductible~~able to provide services to patients or prohibit us from billing for ~~income~~such ~~tax~~services. ~~purposes~~GHC Programs may also suspend our payments pending an audit or investigation, which could ~~adversely~~last ~~affect~~for ~~our~~an ~~results~~extended period of ~~operations~~time. ~~and~~If we are not reimbursed fully or in a timely manner for such services or there is a finding that we were incorrectly reimbursed, our revenue, cash flows and financial condition could be materially, adversely affected. In addition, we may choose to challenge certain GHC reimbursement decisions through administrative appeal mechanisms. Any backlog in appeals may further affect our ability to collect reimbursement for services rendered.

WeIn ~~have~~addition, ~~limited~~adverse ~~restrictions~~economic onconditions ~~incurring~~could ~~substantial~~affect ~~additional~~the ~~indebtedness~~timeliness inand ~~the~~amounts ~~future.~~received ~~Our~~from ~~current~~our ~~indebtedness~~third-party and ~~any~~government ~~future~~payors ~~increases~~which inwould ~~leverage~~impact ~~could~~our ~~have~~short-term ~~adverse~~liquidity ~~consequences on us, including:~~needs.

aRisks ~~substantial~~Related ~~portion of our cash flow from operations will be required~~ to ~~service interest and principal payments on~~ our ~~debt~~Capital ~~and will not be available for operations, working capital, capital expenditures, expansion, acquisitions, dividends or general corporate or other purposes;~~Structure

Our current indebtedness and any future indebtedness could adversely affect us by reducing our ~~ability~~flexibility to ~~obtain~~respond ~~additional~~to ~~financing~~changing inbusiness and economic conditions and expose us to interest rate risk to the ~~future~~extent of any variable rate debt. In addition, a certain portion of our interest expense may not be ~~impaired;~~deductible.

weAs ~~may~~of beDecember ~~more~~31, ~~highly~~2025, ~~leveraged~~our ~~than~~total ~~our~~indebtedness ~~competitors~~was $596.9 million, of which ~~may~~$400.0 ~~place~~million uswas at fixed interest rates and $196.9 million was at variable rates. We also had $450.0 million of additional borrowing capacity under our revolving line of credit which was subject to a ~~competitive~~variable ~~disadvantage;~~interest rate. Other debt we incur also could be variable rate debt. In addition, United States tax law places certain limitations on the deductibility of interest expense at a percentage of taxable income. If interest rates continue to increase, any variable rate debt will create higher debt service requirements, and if interest expense increases beyond a specified percentage of taxable income, a portion of that interest expense may not be deductible for income tax purposes, which could adversely affect our results of operations and cash flows.

~~our~~We ~~flexibility~~have inlimited ~~planning~~restrictions ~~for,~~on orincurring ~~reacting~~substantial ~~to,~~additional ~~changes~~indebtedness in ~~our~~the ~~business~~future. Our current indebtedness and ~~industry~~any ~~may~~future beincreases ~~limited;~~in ~~and~~leverage could have adverse consequences on us, including:

•

wea ~~may~~substantial beportion ~~more~~of ~~vulnerable~~our incash ~~the~~flow ~~event~~from ofoperations awill ~~downturn~~be inrequired to service interest and principal payments on our ~~business~~debt and will not be available for operations, ~~our~~working ~~industry~~capital, orcapital ~~the~~expenditures, ~~economy~~expansion, inacquisitions, dividends or general. corporate or other purposes;

•

~~Our ability to make payments on and to refinance~~ our ~~debt will depend on our~~ ability to ~~generate~~obtain ~~cash~~additional financing in the future. ~~This,~~may to a certain extent, is subject to general economic, business, financial, competitive, legislative, regulatory, and other factors that are beyond our control. We cannot assure you that our business will generate sufficient cash flow from operations or that future borrowings will be ~~available under our revolving line of credit in an amount sufficient to enable us to pay our debt or to fund our other liquidity needs.~~impaired;

•

~~Any~~we ~~failure~~may tobe ~~make~~more ~~payments~~highly ofleveraged ~~interest~~than ~~and principal on~~ our ~~outstanding indebtedness on a timely basis would likely result in other defaults~~competitors, ~~disrupt~~which ~~our~~may ~~operations~~place ~~and~~us ~~cause~~at a ~~reduction~~competitive ~~of our credit rating, which could further harm our ability to finance or refinance our obligations and business operations.~~disadvantage;

•

If our ~~cash~~flexibility ~~flows~~in ~~and~~planning ~~capital resources are insufficient to fund our debt service requirements~~for, ~~we may be forced to reduce~~ or ~~delay~~reacting ~~acquisitions or other investments, or~~ to ~~seek additional capital~~, orchanges ~~restructure~~in ~~or refinance~~ our ~~indebtedness.~~business ~~Our ability to restructure or refinance our debt will depend on the condition of the capital markets~~ and ~~our~~industry ~~financial~~may ~~condition at such time. We cannot assure you that we will~~ be ~~able~~limited; ~~to refinance any of our debt, including our revolving line of credit~~ and ~~senior notes, on commercially reasonable terms or at all.~~

•

~~Provisions~~we ofmay ~~our~~be ~~articles~~more ~~and~~vulnerable ~~bylaws~~in ~~could~~the ~~deter~~event ~~takeover~~of ~~attempts,~~a ~~but~~downturn in our business, ~~could~~our beindustry ~~negatively~~or ~~affected~~the aseconomy ain ~~result of shareholder activism~~general.

Our ~~Amended~~ability ~~and~~to ~~Restated~~make ~~Articles~~payments ofon ~~Incorporation,~~and asto ~~amended,~~refinance ~~authorize~~ our ~~Board~~debt ofwill ~~Directors~~depend toon ~~issue~~our upability to ~~1,000,000~~generate ~~shares~~cash ofin ~~undesignated preferred stock and to determine~~ the ~~powers, preferences and rights of these shares without shareholder approval~~future. This ~~preferred stock could be issued with voting~~, ~~liquidation, dividend and other rights superior~~ to ~~those of the holders of common stock. The issuance of preferred stock under some circumstances could have the effect of delaying, deferring or preventing~~ a ~~change~~certain ~~in control. In addition~~extent, ~~provisions~~is insubject ~~our Amended and Restated Articles of Incorporation, as amended, and Bylaws, including those relating~~ to ~~calling~~general ~~shareholder meetings~~economic, ~~taking action by written consent and other matters~~business, ~~could render it more difficult or discourage an attempt to obtain control of Pediatrix through a proxy contest or consent solicitation~~financial, ~~however~~competitive, there is no assurance that these provisions would have such an effect. These provisions could limit the price that some investors might be willing to pay in the future for shares of our common stock. Notwithstanding these provisionslegislative, ~~we could~~regulatory, and ~~have,~~other ~~become~~factors ~~the~~that ~~target~~are ofbeyond ~~activist shareholders who acquire ownership positions in~~ our ~~common stock and seek to influence our company~~control. ~~Responding~~We tocannot ~~actions~~assure byyou ~~activist~~that ~~shareholders can be costly and time-consuming, disrupt~~ our business ~~and~~will ~~divert~~generate ~~the~~sufficient ~~attention~~cash offlow ~~our~~from ~~Board~~operations ofor ~~Directors,~~that ~~management and employees. Additionally, perceived uncertainties as to our~~ future ~~direction,~~borrowings ~~including~~will ~~the~~be ~~composition~~available ofunder our ~~Board~~revolving ofline ~~Directors, as a result~~ of ~~shareholder~~credit ~~activism may lead to the perception of a change~~ in ~~the~~an ~~direction~~amount ofsufficient ~~our business or other instability, which may be exploited by our competitors, cause concern~~ to ~~our~~enable ~~current or potential customers and acquisition candidates, and make it more difficult for~~ us to ~~attract~~pay ~~and retain qualified personnel, which could have a material adverse effect on~~ our ~~business,~~debt ~~financial~~or ~~condition,~~to ~~results~~fund ~~of operations, and cash flows and the trading prices of~~ our ~~securities.~~other Inliquidity ~~addition, the trading prices of our securities may experience periods of increased volatility as a result of shareholder activism~~needs.

~~Risks~~Any ~~Related~~failure to ~~Labor~~make payments of interest and principal on our outstanding indebtedness on a timely basis would likely result in other defaults, disrupt our operations and cause a reduction of our credit rating, which could further harm our ability to finance or refinance our obligations and business operations.

WeIf ~~may~~our ~~not~~cash flows and capital resources are insufficient to fund our debt service requirements, we may be ~~able~~forced to ~~successfully~~reduce ~~recruit~~or delay acquisitions or other investments, ~~onboard~~or to seek additional capital, or restructure or refinance our indebtedness. If our cash flows and ~~retain~~capital ~~qualified~~resources ~~physicians~~are sufficient to fund our debt services requirements, but insufficient to permit us to refinance our debt upon maturity, or if we are otherwise unable to refinance our debt upon maturity, using our cash flows and ~~other~~capital ~~clinicians~~resources to fund our debt service would significantly reduce our available cash and liquidity. In such situations, we would have less flexibility to fund working capital, capital expenditures, strategic initiatives or other ~~personnel~~general corporate purposes, and we may be more dependent on continued cash generation or other sources of financing. Our ability to restructure or refinance our ~~compensation~~debt ~~expense~~will ~~for~~depend ~~existing~~on ~~clinicians~~the condition of the capital markets and ~~other~~our ~~personnel~~financial ~~may~~condition ~~increase~~at such time. We cannot assure you that we will be able to refinance any of our debt, including our revolving line of credit and senior notes, on commercially reasonable terms or at all.

WeProvisions ~~are dependent upon our ability to recruit and retain a sufficient number~~ of ~~qualified physicians and other clinicians and other personnel to service existing units at hospitals and~~ our ~~affiliated~~articles ~~physician practices~~ and ~~expand~~bylaws our business. We compete with many types of healthcare providers, including teaching, research and government institutions, hospitals and health systems and other practice and services groups, for the services of qualified clinicians. The U.S. is currently experiencing and is expected to continue to experience a nationwide healthcare professional shortage. Due to this increased exit from healthcare practice and lack of sufficient new talent to replace them, our recruiting efforts have become increasingly more competitive. We may not be able to continue to recruit new clinicians or other personnel or renew contracts with existing clinicians or other personnel on acceptable terms. We have and may seek to renew clinician contracts prior to their existing renewal date for various reasons, including to move clinicians to a different compensation structure. We may not be successful in these early renewal efforts, and further, clinical compensation may increase as a result of incremental compensation incentives that may be required by clinicians to agree to the change in compensation structure. In addition, the recruiting and onboarding process for certain of our physicians and other clinicians can take several months, or longer, to complete due to various requirements, including state licensing and hospital credentialing. Further, if the demand exceeds the supply for physicians and other clinicians and personnel either in general or in specific markets, we could ~~experience~~deter antakeover ~~increase in compensation expense~~attempts, ~~including~~but premium pay and agency labor costs. If we are unable to recruit new physicians, renew contracts on acceptable terms or onboard physicians, clinicians and other personnel in a reasonable period of time, our ~~ability~~business ~~to service existing or new hospital units and staff existing or new office-based practices~~ could be ~~adversely~~negatively affected~~. In~~ ~~addition,~~as ~~if we experience~~ a ~~higher~~result ~~rate~~ of ~~growth~~shareholder ~~in compensation expense, our business, financial condition, results of operations, cash flows and the trading price of our securities could be adversely affected~~activism.

AOur ~~significant~~Amended ~~number~~and Restated Articles of Incorporation, as amended, authorize our ~~affiliated~~Board ~~physicians~~of orDirectors to issue up to 1,000,000 shares of undesignated preferred stock and to determine the powers, preferences and rights of these shares without shareholder approval. This preferred stock could be issued with voting, liquidation, dividend and other ~~clinicians~~rights superior to those of the holders of common stock. The issuance of preferred stock under some circumstances could ~~leave~~have the effect of delaying, deferring or preventing a change in control. In addition, provisions in our ~~affiliated~~Amended ~~physician~~and ~~practices~~Restated Articles of Incorporation, as amended, and Bylaws, including those relating to calling shareholder meetings, taking action by written consent and other matters, could render it more difficult or discourage an attempt to obtain control of Pediatrix through a proxy contest or consent solicitation, however, these provisions might not have such an effect. These provisions could limit the price that some investors might be willing to pay in the future for shares of our ~~affiliated~~common ~~physician~~stock. ~~practices~~Notwithstanding these provisions, we could, and have, become the target of activist shareholders who acquire ownership positions in our common stock and seek to influence our company. Responding to actions by activist shareholders can be costly and time-consuming, disrupt our business and divert the attention of our Board of Directors, management and employees. Additionally, perceived uncertainties as to our future direction, including the composition of our Board of Directors, as a result of shareholder activism may lead to the perception of a change in the direction of our business or other instability, which may be ~~unable~~exploited by our competitors, cause concern to ~~enforce~~our current or potential customers and acquisition candidates, and make it more difficult for us to attract and retain qualified personnel, which could have a material adverse effect on our business, financial condition, results of operations, and cash flows and the ~~non-competition~~trading ~~covenants~~prices of ~~departed~~our ~~physicians~~securities. In addition, the trading prices of our securities may experience periods of increased volatility as a result of shareholder activism.

~~Our~~Risks ~~affiliated~~Related professional contractors usually enter into employment agreements with our affiliated physicians. Certain of our employment agreements can be terminated without cause by any party upon prior written notice. In addition, substantially all of our affiliated physicians have agreed not to ~~compete within a specified~~ Labor

45We may not be able to successfully recruit, onboard and retain qualified physicians and other clinicians and other personnel, and our compensation expense for existing clinicians and other personnel may increase.

~~geographic~~We ~~area~~are ~~for~~dependent aupon ~~certain~~our ~~period~~ability ~~after termination of employment. The law governing non-compete agreements and other forms of restrictive covenants varies from state~~ to ~~state.~~recruit ~~Although we believe that the non-competition~~ and ~~other~~retain ~~restrictive~~a ~~covenants~~sufficient ~~applicable~~number toof ~~our~~qualified ~~affiliated~~ physicians ~~are reasonable in scope~~ and ~~duration~~other ~~and~~clinicians ~~therefore enforceable under applicable state law, courts~~ and ~~arbitrators~~other inpersonnel ~~some states may be reluctant~~ to ~~enforce~~service ~~non-compete~~existing ~~agreements~~units ~~and~~at ~~restrictive~~hospitals ~~covenants against physicians. In addition, we have~~ and ~~may~~our ~~incur~~affiliated ~~significant~~physician ~~legal~~practices ~~fees to pursue enforcement of such agreements~~ and ~~restrictive~~expand ~~covenants.~~our ~~Further, the Federal Trade Commission issued a final rule that would prohibit employers from using non-compete clauses with workers~~business. ~~The~~We ~~rule would have been effective September 4, 2024, but is currently enjoined pending legal challenges. Certain states also have enacted or proposed prohibitions on using non-~~compete ~~clauses~~ with ~~workers,~~many ~~including healthcare providers. Our affiliated physicians or other clinicians may leave our affiliated physician practices for a variety of reasons, including in order to provide services for other~~ types of healthcare providers, ~~such~~including as teaching, research and government institutions, hospitals and health systems and other practice groups. If a substantial number of our affiliated physicians or other clinicians leave our affiliated physician practices, we could incur significant legal fees to pursue enforcement of certain covenants within employment agreements or if our affiliated physician practices are unable to enforce the non-competition covenants in the employment agreements, our business, financial condition, results of operations and cash flows could be adversely affected.

~~Information Systems, Cybersecurity and Data Privacy Risks~~ 45

institutions, hospitals and health systems and other practice and services groups, for the services of qualified clinicians. The U.S. is currently experiencing and is expected to continue to experience a nationwide healthcare professional shortage. Due to this increased exit from healthcare practice and lack of sufficient new talent to replace them, our recruiting efforts have become increasingly more competitive. We may not be able to ~~maintain~~continue ~~effective~~to recruit new clinicians or other personnel or renew contracts with existing clinicians or other personnel on acceptable terms. We have and ~~efficient~~may ~~information~~seek ~~systems~~to renew clinician contracts prior to their existing renewal date for various reasons, including to move clinicians to a different compensation structure. We may not be successful in these early renewal efforts, and further, clinical compensation may increase as a result of incremental compensation incentives that may be required by clinicians to agree to the change in compensation structure. In addition, the recruiting and onboarding process for certain of our physicians and other clinicians can take several months, or ~~properly~~longer, ~~safeguard~~to complete due to various requirements, including state licensing and hospital credentialing. Further, if the demand exceeds the supply for physicians and other clinicians and personnel either in general or in specific markets, we could experience an increase in compensation expense, including premium pay and agency labor costs. If we are unable to recruit new physicians, renew contracts on acceptable terms or onboard physicians, clinicians and other personnel in a reasonable period of time, our ~~information~~ability ~~systems~~to service existing or new hospital units and staff existing or new office-based practices could be adversely affected. In addition, if we experience a higher rate of growth in compensation expense, our business, financial condition, results of operations, cash flows and the trading price of our securities could be adversely affected.

~~Our~~A ~~operations~~significant ~~are~~number ~~dependent on uninterrupted performance~~ of our ~~information~~affiliated ~~systems.~~physicians ~~Failure~~or toother ~~maintain~~clinicians ~~reliable~~could ~~information~~leave ~~systems, disruptions in~~ our ~~existing~~affiliated ~~information~~physician ~~systems~~practices or ~~the~~our ~~implementation~~affiliated ofphysician ~~new~~practices ~~systems~~may ~~could~~be ~~disrupt~~unable ~~business~~to ~~operations~~enforce orthe ~~cause~~non-competition ~~errors~~covenants ~~and delays in billings and collections, difficulty satisfying requirements under hospital contracts, disputes with patients and payors, violations~~ of ~~patient~~departed ~~privacy, confidentiality, and other regulatory requirements, increased administrative expenses and other adverse consequences~~physicians.

~~Information~~Our ~~security~~affiliated ~~risks~~professional ~~have~~contractors ~~generally~~usually ~~increased~~enter ininto ~~recent~~employment ~~years~~agreements ~~because~~with our affiliated physicians. Certain of ~~new~~our ~~technologies~~employment ~~and~~agreements ~~tactics~~can ofbe ~~cyber~~terminated ~~criminals~~without cause by any party upon prior written notice. ~~Despite~~In addition, substantially all of our ~~layered~~affiliated ~~security~~physicians ~~controls~~have ~~and~~agreed ~~our~~not ~~continuous~~to ~~monitoring~~compete ~~and~~within ~~testing~~a ~~(by~~specified ~~both~~geographic ~~internal~~area ~~and~~for ~~external~~a ~~parties)~~certain ofperiod ~~such~~after ~~controls,~~termination ~~experienced~~of ~~cyber~~employment. ~~criminals~~The ~~have~~law ~~been~~governing non-compete agreements and ~~may~~other beforms ~~able~~of torestrictive ~~penetrate~~covenants ~~our~~varies ~~information~~from ~~systems,~~state ~~misappropriate~~to orstate ~~compromise~~and ~~sensitive~~some ~~patient~~states orhave ~~personnel~~been ~~information~~implementing ortheir ~~proprietary~~own ornon-compete ~~confidential~~restrictions. ~~information,~~As ~~create~~a ~~system~~result, ~~disruptions~~courts orand ~~cause~~arbitrators ~~shutdowns.~~in ~~They~~some ~~also~~states may be ~~able~~reluctant to ~~develop~~enforce non-compete agreements and ~~deploy~~restrictive ~~viruses~~covenants against physicians. In addition, ~~worms~~we have and ~~other~~may ~~malicious~~incur ~~software~~significant ~~programs~~legal ~~that~~fees ~~disable~~to ~~our~~pursue ~~systems~~enforcement orof ~~otherwise~~such ~~exploit~~agreements ~~security~~and ~~vulnerabilities~~restrictive covenants. Further, orthe ~~attempt~~Federal toTrade ~~fraudulently~~Commission ~~induce~~issued ~~employees~~a tofinal ~~take~~rule ~~actions,~~that ~~including~~would toprohibit ~~release~~employers ~~confidential~~from orusing ~~sensitive~~non-compete ~~information~~clauses orwith ~~make~~workers. ~~fraudulent~~The ~~payments,~~rule ~~through~~would ~~illegal~~have ~~electronic~~been ~~spamming~~effective September 4, ~~phishing~~2024, orbut ~~other~~was ~~tactics~~enjoined. ~~For~~The ~~example,~~Federal inTrade ~~February~~Commission ~~2024,~~had ~~Change~~challenged ~~Healthcare~~the injunction, abut ~~subsidiary~~voluntarily ofdismissed ~~UnitedHealth~~its ~~Group~~appeal in September 2025 and aacceded ~~major~~to ~~processor~~the vacatur of Uthe final rule.S. ~~medical~~To ~~claims,~~the ~~was~~extent the ~~subject~~composition of athe ~~well~~Federal Trade Commission changes in the future, it could again attempt to regulate employers’ use of non-~~publicized~~compete ~~cyberattack~~clauses with workers. ~~This~~Certain ~~event~~states ~~caused~~also ~~significant~~have ~~delays~~enacted ~~and~~or ~~disruptions~~proposed inprohibitions ~~payments~~on tousing ~~hospitals~~non-compete clauses with workers, including healthcare providers. Our affiliated physicians, ~~pharmacists~~or other clinicians may leave our affiliated physician practices for a variety of reasons, ~~and~~including in order to provide services for other ~~health~~types ~~care~~of healthcare providers, ~~across~~such ~~the~~as ~~country~~teaching, ~~including~~research ~~us.~~and ~~While~~government ~~this~~institutions, ~~cyberattack~~hospitals ~~did~~and ~~not~~health ~~have~~systems and other practice groups. If a ~~material~~substantial ~~impact~~number onof usour affiliated physicians or other clinicians leave our ~~operations~~affiliated physician practices, ~~future~~we ~~cyber~~could ~~attacks~~incur onsignificant uslegal fees to pursue enforcement of certain covenants within employment agreements or if our ~~third-party~~affiliated ~~providers~~physician ~~could~~practices ~~have~~are aunable ~~material~~to ~~impact~~enforce onthe non-competition covenants in the employment agreements, our business, financial condition, results of operations and cash flows could be adversely affected.

AInformation ~~failure in or breach of our information systems as a result of cybersecurity attacks or other tactics could disrupt our business~~Systems, ~~has~~Cybersecurity ~~resulted~~ and ~~may~~Data ~~result~~Privacy inRisks the disclosure or misuse of PHI, personal information, or confidential or proprietary business information, and has caused or may cause financial loss, damage our reputation, increase our administrative expenses, and expose us to additional risk of liability to federal or state governments, individuals, or classes of individuals. Although we believe that we have reasonable and appropriate information security procedures and other safeguards in place, as cybersecurity threats continue to evolve, we have been and may be required to expend additional resources to continue to enhance our information security measures or to investigate and remediate information security vulnerabilities. Our remediation efforts may not be successful and could result in interruptions to our operations (including, without limitation, our billing processes), delays or cessation of service and loss of existing or potential customers. In addition, breaches of our security measures and the unauthorized dissemination of patient healthcare and other sensitive information, personal information, or proprietary or confidential information about us, our patients, clients or customers, or other third-parties, could expose such persons to the risk of financial or medical identity theft. It could also expose us or such persons to a risk of loss or misuse of this information, result in litigation, or potential liability, cause damage to our brand and reputation or otherwise harm

46We may not be able to maintain effective and efficient information systems or properly safeguard our information systems.

Our operations are dependent on uninterrupted performance of our ~~business~~information systems. ~~Under~~Failure ~~certain~~to ~~circumstances~~maintain reliable information systems, wedisruptions ~~could~~in ~~also~~our beexisting ~~excluded~~information ~~temporarily~~systems or ~~permanently~~the ~~from~~implementation ~~certain~~of ~~commercial~~new orsystems ~~GHC~~could ~~Programs. Any~~disrupt ofbusiness ~~these~~operations ~~disruptions~~ or ~~breaches~~cause oferrors ~~security~~and ~~could~~delays ~~have~~in anbillings ~~adverse~~and ~~effect~~collections, ondifficulty ~~our~~satisfying ~~business~~requirements under hospital contracts, ~~financial~~disputes ~~condition~~with patients and payors, ~~results~~violations of ~~operations~~patient privacy, ~~cash~~confidentiality, ~~flows~~ and ~~the~~other ~~trading~~regulatory ~~price~~requirements, ofincreased ~~our~~administrative ~~securities.~~expenses and other adverse consequences.

~~We may experience difficulties implementing or enhancing technology, software and processes.~~ 46

WeInformation ~~are~~security ~~engaged~~risks inhave ~~various~~generally ~~implementation~~increased ~~and~~in ~~enhancement~~recent ~~efforts~~years ~~for~~because of new ~~technology,~~technologies ~~software~~ and ~~processes. These~~tactics ~~solutions~~of ~~are~~cyber ~~designed~~criminals. toDespite ~~provide~~our ~~greater~~layered ~~efficiency~~security controls and ~~flexibility~~our ~~across~~continuous ~~our~~monitoring ~~enterprise.~~and Intesting ~~implementing~~(by both internal and ~~enhancing~~external ~~various~~parties) ~~solutions~~of ~~and~~such ~~processes~~controls, weexperienced cyber criminals have been and may ~~experience~~be ~~significant~~able ~~delays~~to penetrate our information systems, ~~increased~~misappropriate ~~costs~~or ~~and~~compromise ~~other~~sensitive ~~difficulties.~~patient ~~Any~~or ~~significant~~personnel ~~disruption~~information or ~~deficiency~~proprietary inor ~~the~~confidential ~~design~~information, ~~and~~create ~~implementation~~system ofdisruptions ~~these~~or ~~solutions~~cause shutdowns. They also may be able to develop and ~~processes~~deploy ~~could~~viruses, ~~adversely~~worms ~~affect~~and ~~our~~other ~~ability~~malicious tosoftware ~~operate~~programs that disable our ~~business.~~systems ~~While~~or weotherwise ~~have~~exploit ~~invested~~security ~~significant~~vulnerabilities, ~~resources~~or inattempt ~~planning~~to ~~and~~fraudulently ~~project~~induce ~~management~~employees to take actions, ~~unforeseen~~including ~~implementation~~to release confidential or ~~enhancement~~sensitive ~~issues~~information ~~may~~or ~~arise~~make fraudulent payments, through illegal electronic spamming, phishing or other tactics. InFor ~~addition~~example, ~~our~~in ~~efforts~~February to2024, ~~centralize~~Change ~~various~~Healthcare, ~~business~~a ~~processes~~subsidiary of UnitedHealth Group and ~~functions~~a ~~within~~major ~~our~~processor ~~organization~~of inU.S. ~~connection~~medical ~~with~~claims, ~~our~~was ~~system~~the ~~implementations~~subject ~~may~~of ~~disrupt~~a ~~our~~well-publicized ~~operations~~cyberattack. ~~Any~~This ~~implementation~~event orcaused ~~enhancement~~significant ~~issues~~delays orand ~~business~~disruptions ~~operation~~in ~~disruptions~~payments ~~could~~to hospitals, physicians, pharmacists, and other health care providers across the country, including us. This cyberattack did not have a material ~~effect~~impact on ~~our~~us ~~business,~~or ~~financial~~our ~~condition~~operations, ~~results~~but offuture ~~operations,~~cyber ~~cash~~attacks ~~flows,~~on ~~internal~~us ~~control~~or ~~over~~our ~~financial~~third-party ~~reporting~~providers ~~and~~could ~~the~~have ~~trading~~a ~~price~~material ofimpact on our ~~securities~~business.

~~Hospitals~~A failure in or breach of our information systems as a result of cybersecurity attacks or other tactics could ~~limit~~disrupt our ~~ability~~business, has resulted and may result in the disclosure or misuse of PHI, personal information, or confidential or proprietary business information, and has caused or may cause financial loss, damage our reputation, increase our administrative expenses, and expose us to ~~use~~additional risk of liability to federal or state governments, individuals, or classes of individuals. As cybersecurity threats continue to evolve, we have been and may be required to expend additional resources to continue to enhance our information ~~management~~security ~~systems~~measures or to investigate and remediate information security vulnerabilities. Our remediation efforts may not be successful and could result in interruptions to our ~~units~~operations by(including, ~~requiring~~without limitation, our billing processes), delays or cessation of service and loss of existing or potential customers. In addition, breaches of our security measures and the unauthorized dissemination of patient healthcare and other sensitive information, personal information, or proprietary or confidential information about us, our patients, clients or customers, or other third-parties, could expose such persons to ~~use~~the ~~their~~risk ~~own~~of financial or medical identity theft. It could also expose us or such persons to a risk of loss or misuse of this information, ~~management~~result ~~systems~~in litigation, or potential liability, cause damage to our brand and reputation or otherwise harm our business. Under certain circumstances, we could also be excluded temporarily or permanently from certain commercial or GHC Programs. Any of these disruptions or breaches of security could have an adverse effect on our business, financial condition, results of operations, cash flows and the trading price of our securities.

~~Our~~We information management systems are used to support our day-to-day operations and ongoing clinical research and business analysis. If a hospital prohibits us from using our own information management systems, it may ~~interrupt~~experience ~~the~~difficulties ~~efficient~~implementing ~~operation~~or ofenhancing ~~our information systems which~~technology, insoftware ~~turn, may limit our ability to operate important aspects of our business, including billing~~ and ~~reimbursement as well as research and education initiatives~~processes. ~~This inability to use our information management systems at hospital locations may have an adverse effect on our business, financial condition, results of operations and cash flows.~~

~~Federal~~We are engaged in various implementation and ~~state~~enhancement ~~laws~~efforts ~~concerning~~for ~~the~~new ~~privacy~~technology, software and ~~security~~processes. ofThese ~~personal~~solutions ~~information~~are ~~may~~designed ~~increase~~to ~~our~~provide ~~costs~~greater efficiency and ~~limit~~flexibility across our ~~ability~~enterprise. toIn ~~collect~~implementing and ~~use~~enhancing ~~that~~various ~~information~~solutions and processes, we may experience significant delays, increased costs and other difficulties. Any ~~failure~~significant disruption or ~~perceived~~deficiency ~~failure~~in bythe usdesign and implementation of these solutions and processes could adversely affect our ability to ~~comply~~operate our business. Unforeseen implementation or enhancement issues may arise with ~~such~~respect ~~laws~~to our investments in planning and ~~regulations~~project ~~may~~management ~~harm~~resources. In addition, our efforts to centralize various business processes and functions within our organization in connection with our system implementations may disrupt our operations. Any implementation or enhancement issues or business operation disruptions could have a material effect on our business, financial condition, results of operations, cash flows, internal control over financial reporting and the trading price of our securities.

~~The~~Our ~~global~~use ~~data~~of ~~protection~~artificial ~~landscape~~intelligence is(“AI”) ~~rapidly~~technologies ~~evolving, and we~~ may beexpose orus ~~become subject~~ to oradditional ~~affected by numerous federal and state laws~~legal, ~~rules and regulations govern the collection~~regulatory, ~~dissemination~~operational, ~~use, security~~ and ~~confidentiality~~competitive ~~of personal information, including individually identifiable health information~~risks. ~~These laws include, for example and without limitation:~~

~~Federal~~Some ~~and~~of ~~state~~our ~~laws~~information ~~related~~systems tothat ~~the~~support ~~confidentiality~~our day-to-day operations, ~~privacy~~ongoing clinical initiatives and ~~security~~business ofanalyses ~~personal~~increasingly ~~information~~utilize AI, including ~~PHI,~~to ~~that~~assist ~~limit~~with ~~the~~clinical ~~manner~~documentation. inAI ~~which~~technologies weare ~~may~~highly ~~use~~complex and ~~disclose~~rapidly ~~that information~~evolving, ~~impose~~and ~~obligations~~their touse ~~safeguard~~presents ~~that~~risks, ~~information~~challenges and ~~require~~the ~~that~~potential wefor ~~notify~~unintended ~~third~~consequences, ~~parties~~including inerrors, ~~the~~bias, ~~event~~system offailures, aor ~~breach.~~limitations ~~For~~in ~~example~~performance, ~~HIPAA~~which ~~limits~~could ~~how~~affect ~~Covered~~their ~~Entities~~adoption or effectiveness and, ~~Business~~in ~~Associates~~turn, ~~may~~our ~~use~~operations and ~~disclose~~business. ~~PHI,~~At ~~provides~~the ~~certain~~same ~~rights~~time, our ability to ~~individuals~~remain ~~with~~competitive ~~respect~~may depend in part on our ability to ~~their~~effectively ~~PHI~~develop, ~~imposes~~implement ~~certain~~and ~~obligations~~utilize ~~for~~AI ~~safeguarding~~technologies. ~~the~~If ~~confidentiality,~~we ~~integrity,~~are ~~and~~unable ~~availability~~to ofkeep ~~PHI~~pace ~~that~~with istechnological ~~electronically~~developments ~~transmitted~~or the adoption of AI by competitors, or ~~electronically~~if ~~stored~~competitors are able to achieve greater operational efficiencies, ~~and~~cost ~~imposes~~savings, ~~notification~~or ~~requirements~~service inenhancements ~~the~~through ~~event~~their use of aAI, ~~breach~~our ofcompetitive ~~unsecured~~position, ~~PHI;~~operating results, or growth prospects could be adversely affected.

Other federal and state laws establish additional requirements for protecting the privacy and security of identifiable consumer health information. For instance, the state of Washington enacted the “My Health My Data Act” which regulates “consumer health data” which is defined as “personal information that is linked or reasonably linkable to a consumer and that identifies a consumer’s past, present, or future physical or mental health.” The “My Health My Data Act” provides exemptions for PHI and similar information maintained by a covered entity or business associate in compliance with HIPAA, personal data collected in the context of certain research activities, including data subject to 45 C.F.R. Parts 46, 50, and 56, and personal information that has been de-identified. Nevada also enacted a similar Consumer Health Data Privacy Law, and Connecticut amended its consumer privacy law to include provisions specific to consumer health information. Additional states have contemplated enacting similar laws;47

~~Several~~In ~~states~~addition, ~~have~~while ~~enacted~~the ~~comprehensive~~use ~~consumer~~of ~~privacy~~AI ~~laws~~is ~~with~~subject ~~data~~to ~~privacy~~a ~~rights~~variety of existing laws and regulations, such as ~~the~~those ~~CCPA~~relating to data privacy and security, asintellectual ~~amended~~property byand consumer protection, the ~~CPRA~~legal and regulatory framework governing AI technologies is evolving and remains uncertain. ~~While~~Federal, ~~these~~state and foreign governmental and regulatory bodies have introduced, and may continue to introduce, new laws, ~~generally~~regulations, ~~include~~and ~~exemptions~~guidance ~~for~~governing ~~PHI~~the development and ~~similar~~use of AI technologies, and existing laws may be interpreted or applied in new or inconsistent ways.

47Compliance with current or future AI-related laws and regulations, or changes in their interpretation, could require us to modify our information systems, limit or discontinue certain uses of AI, or incur additional costs to ensure compliance. We may not be able to anticipate or respond effectively to these developments, and failure to comply could result in legal or regulatory actions, fines, penalties, or reputational harm. The costs associated with compliance, system modifications, or potential disruptions to our operations could be significant and could have a material adverse effect on our business, financial condition, and results of operations.

~~information~~Hospitals ~~maintained~~could bylimit aour ~~covered~~ability ~~entity~~to oruse ~~business~~our ~~associate in compliance with HIPAA, personal~~ information ~~that~~management issystems ~~generated~~ in ~~connection~~our ~~with~~units ~~certain~~by ~~clinical~~requiring ~~trials,~~us ~~and personal information that has been de-identified, they add layers of complexity~~ to ~~compliance~~use intheir ~~the~~own ~~U.S.~~information ~~market,~~management ~~and could increase our compliance costs and adversely affect our business;~~ systems.

~~Federal~~Our ~~and~~information ~~state~~management ~~consumer~~systems ~~protection~~are ~~laws,~~used ~~including~~to ~~the~~support ~~FTC’s~~our ~~authority~~day-to-day ~~under~~operations ~~Section~~and 5ongoing ofclinical ~~the~~research ~~Federal~~and ~~Trade~~business ~~Commission~~analysis. ~~Act,~~If ~~prohibit~~a ~~unfair~~hospital ~~and~~prohibits ~~deceptive~~us ~~acts~~from ~~and~~using ~~practices~~our ~~related~~own toinformation ~~privacy~~management ~~and~~systems, ~~data~~it ~~security. The~~may ~~FTC~~interrupt ~~and~~the ~~many~~efficient ~~state~~operation ~~attorneys~~of ~~general~~our ~~interpret~~information ~~these~~systems ~~federal~~which, ~~and~~in ~~state~~turn, ~~consumer~~may ~~protection~~limit ~~laws~~our ability to ~~require~~operate ~~transparency,~~important ~~fairness~~aspects of our business, including billing and ~~accountability~~reimbursement ~~for the~~as ~~processing~~well as research and ~~security~~education ofinitiatives. ~~personal~~This ~~information,~~inability ~~including health-related~~to use our information. ~~For~~management ~~instance,~~systems ~~the~~at ~~FTC's~~hospital ~~enforcement~~locations ofmay ~~the~~have ~~Health~~an ~~Breach~~adverse ~~Notification~~effect ~~Rule~~on ~~has~~our ~~increased~~business, infinancial ~~recent~~condition, ~~years;~~results of operations and cash flows.

Federal and state laws ~~regulating~~concerning the ~~conduct~~privacy ofand ~~research~~security ~~with~~of ~~human~~personal ~~subjects,~~information ~~which~~may ~~include~~increase ~~restrictions~~our costs and ~~requirements~~limit ~~relating~~our ability to ~~the~~collect ~~confidentiality~~and ofuse that information. ~~collected~~Any failure or ~~generated~~perceived ~~about~~failure ~~human~~by ~~subjects~~us ~~participating~~to incomply ~~research~~with such laws and regulations may harm our business and operations.

AsThe ~~part~~global ofdata ~~our~~protection ~~business~~landscape ~~operations,~~is ~~including~~rapidly ~~our medical record keeping~~evolving, ~~third-party billing, research~~ and ~~other services,~~ we ~~collect~~may ~~and~~be ~~maintain~~or ~~PHI~~become ~~and~~subject ~~other personal information in paper and electronic format. Standards related~~ to ~~personal~~or ~~information,~~affected ~~whether~~by ~~implemented~~numerous ~~pursuant~~federal toand ~~HIPAA,~~ state laws, ~~federal~~rules orand ~~state~~regulations ~~agency~~govern ~~actions~~the ~~or otherwise~~collection, ~~could have a significant effect on the manner in which we handle and our ability to collect~~dissemination, ~~generate~~use, security and ~~maintain~~confidentiality of personal information, including ~~PHI,~~individually ~~and~~identifiable ~~how~~health ~~we communicate with payors, providers, patients and others~~information. ~~Compliance~~These ~~with~~laws ~~these standards~~include, ~~which~~for ~~are~~example ~~diverse~~ and ~~complex,~~without ~~could impose significant costs on us or limit our ability to offer services, thereby negatively impacting the business opportunities available to us.~~ limitation:

•

InFederal ~~addition~~and tostate ~~the~~ laws ~~above,~~related weto ~~may~~the ~~see~~confidentiality, ~~more~~privacy ~~stringent state~~ and ~~federal~~security ~~privacy~~of ~~legislation~~personal ~~in future years~~information, including ~~potential~~PHI, ~~changes~~that tolimit ~~HIPAA,~~ the ~~enactment~~manner ofin awhich ~~broad~~we ~~federal~~may ~~consumer~~use ~~privacy~~and ~~law~~disclose that information, ~~and~~impose ~~the~~obligations ~~enactment~~to ofsafeguard ~~additional~~that ~~consumer~~information ~~privacy~~and ~~laws~~require orthat ~~health~~we ~~privacy~~notify ~~laws~~third parties in ~~various~~the ~~states.~~event ~~The~~of ~~enactment~~a ofbreach. ~~such~~For ~~legislation~~example, ~~and~~HIPAA ~~increased~~limits ~~focus~~how onCovered ~~data~~Entities ~~protection~~and ~~may~~Business beAssociates ~~more~~may ~~likely~~use asand ~~the~~disclose ~~increase~~PHI, inprovides ~~cyber~~certain ~~attacks~~rights ~~has~~to ~~once~~individuals ~~again~~with ~~put~~respect ato ~~spotlight~~their onPHI, ~~data~~imposes ~~privacy~~certain ~~and~~obligations ~~security~~for insafeguarding the ~~U.S.~~confidentiality, integrity, and ~~other~~availability ~~jurisdictions. We~~of ~~cannot~~PHI ~~predict~~that ~~where~~is ~~new~~electronically ~~legislation~~transmitted ~~might~~or ~~arise~~electronically stored, ~~the~~and ~~scope~~imposes ofnotification ~~such~~requirements ~~legislation,~~in or the ~~potential~~event ~~impact~~of toa ~~our~~breach ~~business~~of ~~and~~unsecured ~~operations.~~ PHI;

•

~~Further,~~Other ~~we are also subject to a provision of the~~ federal ~~21st Century Cures Act~~ and ~~related~~state ~~regulations~~laws ~~that~~establish ~~are~~additional ~~intended~~requirements tofor ~~facilitate~~protecting the ~~appropriate~~privacy ~~exchange~~and security of ~~electronic~~identifiable consumer health information ~~("EHI")~~. ~~Beginning~~For ~~in 2020~~instance, the ~~U.S.~~state ~~Department~~ of ~~Health~~Washington ~~and~~enacted ~~Human Services’ ("HHS") Office of~~ the ~~National~~“My ~~Coordinator for~~ Health ~~Information~~My ~~Technology~~Data ~~(“ONC~~Act”) ~~promulgated~~which ~~final~~regulates ~~rules~~“consumer tohealth ~~support~~data” ~~access,~~which ~~exchange,~~is ~~and~~defined ~~use~~as of“personal ~~EHI. Specifically, the~~ information ~~blocking~~that ~~regulations~~is ~~were~~linked ~~implemented~~or asreasonably ~~part~~linkable ~~of the 21st Century Cures Act, and are primarily designed~~ to ~~facilitate~~a ~~technology~~consumer ~~interoperability~~ and enable the free flow of EHI. The original information blocking regulations compliance date was April 5, 2021 and the U.S. Department of Health and Human Services (“HHS”) subsequently issued a final rule called the HTI-1 Rule that, ~~among~~identifies ~~other things, revised the information blocking regulations, effective March 11, 2024.On August 5, 2024, ONC published in the Federal Register~~ a ~~proposed~~consumer’s ~~rule called the HTI-2 Proposed Rule that~~past, ~~among other things~~present, ~~will~~or ~~further~~future ~~revise~~physical ~~the~~or ~~information~~mental ~~blocking regulations, if finalized~~health.” ~~Under~~The ~~the~~“My ~~21st~~Health ~~Century~~My ~~Cures~~Data Act,” ~~health~~provides ~~care~~exemptions ~~providers~~for ~~that~~PHI ~~violate~~and ~~the~~similar information ~~blocking~~maintained ~~prohibition~~by ~~will~~a becovered ~~subject~~entity toor ~~appropriate~~business ~~disincentives.~~associate Onin ~~July~~compliance 1,with ~~2024~~HIPAA, ~~the~~personal ~~HHS~~data ~~published~~collected in the ~~Federal~~context ~~Register a final rule to establish such disincentives, effective July 31, 2024. Developers~~ of ~~certified~~certain ~~information~~research ~~technology and health information networks/health information exchanges~~activities, ~~however,~~including ~~may~~data be subject to ~~civil~~45 ~~monetary penalties of up to $1 million per violation (adjusted for inflation)~~C.F.R. ~~The~~Parts ~~HHS Office of Inspector General (“OIG”) has the authority to impose such penalties and on July 3~~46, ~~2023~~50, ~~published~~and ~~a final rule in the Federal Register codifying new authority in regulation~~56, ~~which~~and ~~became~~personal ~~effective~~information ~~September~~that 1,has ~~2023~~been de-identified. OnIn ~~July 29~~addition, ~~2024,~~certain ~~HHS published a statement in the Federal Register that, among~~ other ~~things,~~states ~~announced~~have ~~a reorganization of certain roles and functions and renamed ONC the Assistant Secretary for Technology Policy and Office of the National Coordinator for Health Information Technology~~enacted, or ~~ASTP/ONC.~~may ~~The~~enact, ~~impact~~consumer onhealth ~~the~~data ~~information~~protection ~~blocking~~laws ~~rules~~that tocould ~~our~~impose ~~business~~additional iscompliance ~~currently unclear.~~obligations;

•

OnSeveral ~~December~~states 1,have ~~2022,~~enacted ~~the~~comprehensive ~~HHS~~consumer ~~Office~~privacy ~~for~~laws ~~Civil~~with ~~Rights~~data ~~issued~~privacy rights, ~~and~~such ~~subsequently~~as ~~updated~~the ~~on March 18~~CCPA, ~~2024,~~as ~~and~~amended ~~June~~by ~~26,~~the ~~2024,~~CPRA. aWhile ~~bulletin~~these onlaws ~~the~~generally ~~requirements~~include ~~under~~exemptions ~~HIPAA~~ for ~~online~~PHI ~~tracking~~and ~~technologies~~similar ~~(e.g.,~~information ~~cookies,~~maintained ~~pixels)~~by toa ~~protect~~covered ~~the~~entity ~~privacy~~or ~~and~~business ~~security~~associate ofin ~~PHI.~~compliance ~~This~~with ~~bulletin~~HIPAA, ~~outlined~~personal ~~the~~information ~~HHS~~that ~~OCR’s~~is ~~position~~generated onin ~~the~~connection ~~use~~with ofcertain ~~online~~clinical ~~tracking technology vendors~~trials, ~~when~~and ~~certain~~personal information ~~received~~that byhas ~~such~~been ~~vendors~~de-identified, ~~constitutes~~they ~~PHI~~add ~~under~~layers ~~HIPAA,~~of ~~and~~complexity ~~accordingly,~~to ~~when~~compliance ~~business~~in ~~associate~~the ~~agreements~~U.S. ~~must~~market, beand ~~executed~~could ~~between~~increase ~~covered~~our ~~entities,~~compliance ~~like~~costs ~~the~~and ~~Company,~~adversely ~~and~~affect our business;

•

~~such~~Federal ~~vendors. We~~and ~~may~~state ~~incur~~consumer ~~additional~~protection ~~expense~~laws, including the FTC’s authority under Section 5 of the Federal Trade Commission Act, prohibit unfair and deceptive acts and practices related to ~~comply~~privacy ~~with~~and ~~this~~data ~~bulletin~~security. The FTC and ~~future~~many ~~guidance~~state ~~from~~attorneys ~~the~~general ~~HHS~~interpret ~~OCR's~~these onfederal ~~online~~and ~~tracking~~state ~~technologies~~consumer protection laws to require transparency, fairness, and ~~agency’s~~accountability ~~heightened~~for ~~focus~~the onprocessing ~~website~~and ~~tracking~~security ~~technologies~~of ~~could~~personal ~~pose~~information, ~~enforcement~~including ~~risk~~health-related toinformation. For instance, the ~~Company~~FTC's inenforcement of the ~~future.~~Health Breach Notification Rule has increased in recent years; and

•

IfFederal weand ~~are~~state ~~alleged to not comply with existing or new~~ laws, ~~rules~~regulating ~~and~~the ~~regulations~~conduct related to PHI or other personal information we could be subject to litigation and to sanctions that include monetary fines, civil or administrative penalties, civil damage awards or criminal penalties, and incur reputational harm and a negative market perception. For example, entities that are found to be in violation of ~~HIPAA~~research aswith ahuman ~~result of a breach of unsecured PHI~~subjects, awhich ~~complaint~~include ~~about~~restrictions ~~privacy practices or an audit by HHS may be subject to significant civil, criminal~~ and ~~administrative~~requirements ~~fines~~relating ~~and penalties and/or additional reporting and oversight obligations if required~~ to ~~enter into a resolution agreement and corrective action plan with HHS to settle allegations of HIPAA non-compliance. HIPAA has ranges of increasing minimum penalty amounts tiered according to~~ the ~~entity’s~~confidentiality ~~degree~~ of culpability. Breaches of unsecured PHI may also result in unexpected costs to us, upwards of millions of dollars, through third party litigation, contractual breach resolution, breach notification and remediation. In addition, we may experience reputational harm and a negative market perception when it comes to protecting patient data and other personal information ~~that~~collected ~~could~~or ~~influence~~generated ~~our~~about ~~future~~human ~~operations.~~subjects ~~HIPAA~~participating ~~also authorizes state Attorneys General to file suit on behalf of their residents for alleged violations of HIPAA. Courts may award damages, costs and attorneys’ fees related to violations of HIPAA~~ in ~~such cases~~research. While HIPAA does not create a private right of action allowing individuals to sue us in civil court for violations of HIPAA, its standards have been used as the basis for establishing the duty of care in state civil suits such as those for negligence or recklessness.

~~Our~~As ~~compliance~~part ~~with~~of ~~frequently changing and increasingly burdensome regulations and requirements may cause us to incur substantial costs or require us to change~~ our business ~~practices~~operations, ~~which~~including ~~may impact~~ our ~~financial~~medical ~~condition.~~record ~~Any~~keeping, ~~such~~third-party ~~claim~~billing, ~~proceeding~~research orand ~~action~~other ~~could harm our reputation~~services, ~~brand~~we collect and ~~business,~~maintain ~~force~~PHI usand toother ~~incur~~personal ~~significant~~information ~~expenses~~ in ~~defense~~paper ofand ~~such~~electronic ~~proceedings,~~format. ~~distract~~Standards ~~our~~related ~~management,~~to ~~increase~~personal ~~our costs of doing business~~information, ~~result~~whether inimplemented apursuant ~~loss~~to ofHIPAA, ~~customers~~state ~~and~~laws, ~~suppliers~~federal or anstate ~~inability~~agency toactions ~~process~~or ~~credit~~otherwise, ~~card~~could ~~payments~~have ~~and~~a ~~may~~significant ~~result~~effect inon the ~~imposition~~manner ofin ~~monetary~~which ~~penalties.~~we Wehandle ~~may~~and ~~also~~our beability ~~contractually required~~ to ~~indemnify~~collect, generate, and ~~hold~~maintain ~~harmless~~personal ~~third~~information, ~~parties~~including ~~from~~PHI, ~~the~~and ~~costs~~how orwe ~~consequences~~communicate ~~of non-compliance~~ with ~~any~~payors, ~~laws~~providers, ~~regulations~~patients orand ~~other~~others. ~~legal~~Compliance ~~obligations~~

Filing Compare · Pediatrix Medical Group, Inc.