ORDAN MARK S 4

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.