Keim Mark Lowell 4

What Happened

• Mark Lowell Keim, CFO of Molina Healthcare, received a grant of 26,073 restricted shares under the company's 2025 Equity Incentive Plan on March 1, 2026. The grant was valued at approximately $3,800,140 using a VWAP-based grant price of $145.75 per share.
• Concurrently, 2,308 shares were disposed (applied) to satisfy withholding taxes related to the vesting of 6,563 shares; those shares were valued at $154.05 each for a total of $355,547.
• These are equity compensation transactions (award and tax withholding), not open-market purchases or discretionary sales.

Key Details

• Transaction dates: March 1, 2026 (reported on Form 4 filed March 2, 2026) — appears timely (Form 4 due within 2 business days).
• Grant: 26,073 shares @ $145.75 (VWAP for the 10 trading days before grant) = $3,800,140. (Transaction code A = Award/Grant)
• Withholding/tax disposition: 2,308 shares @ $154.05 (closing price cited) = $355,547. (Transaction code F = tax withholding)
• Vesting: The 26,073 new shares vest in one-third increments on March 1 of 2027, 2028 and 2029. Additional vesting noted: 4,613 shares on March 1, 2027 and 2,892 shares on March 1, 2028; remaining shares are already vested.
• Ownership after transaction: Not specified in the provided filing details.
• Plan: Grant made under the 2025 Equity Incentive Plan.

Context

• This was a restricted stock award (compensation), not a market purchase — such awards are routine for executive pay and don’t itself signal a buy/sell decision by the insider.
• The 2,308-share disposition was a tax-withholding settlement (common practice), not a discretionary sale of additional shares.
• VWAP was used to set the grant price; the withholding used a closing price reference.