Barlow Jeff D. 4

What Happened Jeff D. Barlow, Chief Legal Officer of Molina Healthcare, received a grant of 13,722 restricted shares on March 1, 2026 valued at $145.75 per share (total ~$1,999,982). On the same date 1,638 shares were disposed (surrendered) at $154.05 each for $252,334 to satisfy withholding taxes related to the vesting of 4,183 shares.

Key Details

• Transaction dates and prices:
  • 2026-03-01: Grant (Form 4 code A) — 13,722 RSU shares at $145.75 (VWAP for the 10 trading days prior) — $1,999,982 (F3, F4).
  • 2026-03-01: Tax withholding (code F) — 1,638 shares withheld/disposed at $154.05 (closing price used) — $252,334 (F1, F2).
• Grant plan: Issued under the Company’s 2025 Equity Incentive Plan (F3).
• Vesting: The 13,722 newly granted shares vest in thirds on March 1 of 2027, 2028 and 2029. Additional (non-new) shares have scheduled vesting of 2,722 on 3/1/2027 and 1,619 on 3/1/2028; remaining shares noted as already vested (F5).
• Shares owned after the transactions: not specified in the filing.
• Filing timeliness: Report filed 2026-03-02 for transactions dated 2026-03-01 (appears timely).

Context This was primarily a restricted stock award (acquisition) — a common form of equity compensation. The small disposal was a routine cashless/share-surrender to cover tax withholding on vested shares, not an open-market sale. Awards and withholding like this are typical for executive compensation and should be viewed as compensation-related transactions rather than a direct bullish or bearish market signal.