ORDAN MARK S 4

4 · Pediatrix Medical Group, Inc. · Filed Jun 3, 2026

AI-generated summary of this filing

Updated Jun 3, 2026

Pediatrix (MD) CEO Mark Ordan Receives Restricted Share Award

What Happened

Mark S. Ordan, CEO of Pediatrix Medical Group (MD), received restricted stock awards and had shares withheld for taxes. On June 1, 2026 he was granted 127,198 restricted shares (no cash price). Nineteen thousand one hundred nineteen (19,119) of those shares were withheld to cover tax withholding (disposed) at an implied value of $21.54 per share, totaling $411,823. On June 2, 2026, 97,174 shares were surrendered to the issuer and immediately re-granted (administrative re-grant).

Key Details

Transaction dates and prices:
- 2026-06-01: Grant of 127,198 restricted shares (code A) at $0.00.
- 2026-06-01: 19,119 restricted shares withheld for taxes (code F) at $21.54 each; total value $411,823 (disposed).
- 2026-06-02: 97,174 shares disposed to issuer (code D) at $0.00 and 97,174 shares re-granted (code A) at $0.00.
Shares owned after transaction: Not specified in the provided Form 4.
Notable footnotes:
- Vesting: Restricted shares vest 25% on June 1, 2027; 25% on June 1, 2028; and 50% on June 1, 2029, subject to the Plan and award agreement (Footnote F1).
- Tax withholding: 19,119 shares were withheld to cover tax liability (Footnote F2).
- Administrative re-grant: A portion (97,174 shares) was re-granted on 6/2/2026 due to annual award limitations under the Plan; original vesting terms remain in effect (Footnote F3).
Filing timeliness: Form 4 filed 2026-06-03 reporting transactions on 6/1–6/2/2026; filing appears timely.

Context

These transactions are grant-related and administrative (award issuance and tax withholding), not open-market buys or cash sales. The tax withholding (code F) is common with restricted stock vesting and does not necessarily signal market sentiment. The re-grant reflected an internal adjustment tied to Plan limits; the re-granted shares retain their original vesting schedule.

Form 4

Period: 2026-06-01

DirectorChief Executive Officer

Transactions

Footnotes (3)

[F1]Restricted shares granted pursuant to the Issuer's Second Amended and Restated 2008 Incentive Compensation Plan (the "Plan"), in connection with an annual equity award. Twenty-five percent (25%) of the restricted shares will vest on June 1, 2027, twenty-five percent (25%) of the restricted shares will vest on June 1, 2028 and fifty percent (50%) of the restricted shares will vest on June 1, 2029, subject to the terms of the Plan.
[F2]Represents 19,119 restricted shares withheld for payment of taxes upon vesting of shares.
[F3]The Reporting Person filed a Form 4 on June 3, 2025, reporting an annual equity award of 194,347 restricted shares granted on June 1, 2025 pursuant to the Issuer's Amended and Restated 2008 Incentive Compensation Plan (as further amended and restated on May 7, 2026, the "Plan"), which award, as originally reported, vested as to twenty-five percent (25%) on June 1, 2026, with the remaining portion scheduled to vest twenty-five percent (25%) on June 1, 2027 and fifty percent (50%) on June 1, 2028, in each case subject to the terms of the Plan. Due to the annual award limitations of the Plan, the award was revised so that the remaining fifty percent (50%) of the award that was scheduled to vest on June 1, 2028 was re-granted on June 2, 2026, which portion will still vest on June 1, 2028 in accordance with the original terms of the award, subject to the terms of the Plan and the underlying award agreement.

Signature

/s/ Mary Ann E. Moore, Attorney-in-Fact|2026-06-03

1 file