WOYS JAMES 4

What Happened

• James Woys, Chief Operating Officer of Molina Healthcare, was granted 17,016 restricted shares on 2026-03-01 under the company's 2025 Equity Incentive Plan (value $2,480,082 at a VWAP of $145.75). On the same date 1,313 shares were surrendered/applied to pay withholding taxes related to vesting (1,313 shares × $154.05 = $202,268).
• This was an equity award (not an open-market purchase). The tax-related disposition is routine (shares used to satisfy withholding), not a market sale.

Key Details

• Transaction dates: March 1, 2026 (grant and tax-withholding share application).
• Prices and values: 17,016 shares acquired at $145.75 (VWAP) — $2,480,082; 1,313 shares disposed/applied at $154.05 — $202,268.
• Nature of grant: Restricted stock award under the 2025 Equity Incentive Plan (footnotes F3, F4).
• Vesting: The 17,016 newly granted shares vest in one-third increments on March 1 of 2027, 2028 and 2029. Additional vesting noted: 3,632 shares on March 1, 2027 and 2,082 shares on March 1, 2028; remaining shares were already vested (see F5).
• Tax withholding: 1,313 shares were applied to cover withholding taxes arising from the vesting of 5,337 shares on March 1, 2026 (F1).
• Shares owned after transaction: Not specified in the filing.
• Timeliness: Filed March 2, 2026 for transactions on March 1, 2026 — appears timely (no late filing indicated).

Context

• This filing records an equity award and routine tax-withholding share surrender. Awards signal compensation-related equity grants; they are not the same as an insider buying stock on the open market, which might be a stronger bullish signal.