Molina Healthcare, Inc. 8-K Filing

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Key Financial Figures

• $0.001 — ge on which registered Common Stock , $0.001 Par Value MOH New York Stock Exchan
• $850.0 million — ny"), completed the private offering of $850.0 million aggregate principal amount of the Compa

Filing Documents

• moh20251120_8k.htm (8-K) — 38KB
• ex_891065.htm (EX-4.1) — 770KB
• ex_891066.htm (EX-10.1) — 988KB
• ex_891318.htm (EX-99.1) — 8KB
• mh01.jpg (GRAPHIC) — 6KB
• 0001437749-25-035866.txt ( ) — 2250KB
• moh-20251120.xsd (EX-101.SCH) — 3KB
• moh-20251120_def.xml (EX-101.DEF) — 11KB
• moh-20251120_lab.xml (EX-101.LAB) — 15KB
• moh-20251120_pre.xml (EX-101.PRE) — 11KB
• moh20251120_8k_htm.xml (XML) — 3KB

01. Entry into a Material Definitive Agreement

Item 1.01. Entry into a Material Definitive Agreement. 6.500% Senior Notes due 2031 On November 20, 2025 (the "Settlement Date"), Molina Healthcare, Inc., a Delaware corporation (the "Company"), completed the private offering of $850.0 million aggregate principal amount of the Company's 6.500% Senior Notes due 2031 (the "Notes") pursuant to an indenture, dated as of the Settlement Date, by and between the Company and U.S. Bank Trust Company, National Association, as trustee, attached as Exhibit 4.1 to this Current Report on Form 8-K (the "Indenture"). The following is a brief description of the terms of the Notes and the Indenture. Interest and Maturity The Notes bear interest at the rate of 6.500% per year. Interest on the Notes is payable semi-annually in arrears on February 15 and August 15 of each year, commencing August 15, 2026. Interest accrues from the Settlement Date. The Notes will mature on February 15, 2031. Ranking The Notes are senior unsecured obligations of the Company and rank pari passu in right of payment with all existing and future senior debt and senior to all existing and future subordinated debt of the Company. The Notes are effectively subordinated to all existing and future secured debt of the Company to the extent of the value of the assets securing such debt. In addition, the Notes are structurally subordinated to all indebtedness and other liabilities, including trade payables, of the Company's subsidiaries. Optional Redemption The Notes are redeemable on and after December 15, 2027, at the redemption prices specified in the Indenture plus accrued and unpaid interest, if any, to, but not including, the redemption date. The Company may also redeem some or all of the Notes prior to December 15, 2027 at a redemption price equal to 100% of the principal amount of the Notes redeemed plus accrued and unpaid interest, if any, to, but not including, the redemption date, plus an applicable "make-whole premium". In connection with a

01. Other Events

Item 8.01. Other Events. On the Settlement Date, the Company issued a press release announcing the closing of the offering of the Notes. The full text of the press release is attached as Exhibit 99.1.

01. Financial Statements and Exhibits

Item 9.01. Financial Statements and Exhibits. (d) Exhibits: Exhibit No. Description 4.1 Indenture, dated as of November 20, 2025, by and between Molina Healthcare, Inc. and U.S. Bank Company Trust Company, National Association, as Trustee 4.2 Form of Note (included in Exhibit 4.1) 10.1* Credit Agreement, dated as of November 20, 2025, by and among Molina Healthcare, Inc., as the Borrower, Truist Bank, As Administrative Agent, Issuing Bank and Swingline Lender, and the Lenders party thereto 99.1 Press release of Molina Healthcare, Inc. issued November 20, 2025 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) * Certain schedules have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish supplementally a copy of any omitted schedule or exhibit to the SEC upon request. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. MOLINA HEALTHCARE, INC. Date: November 20, 2025 By: /s/ Jeff Barlow Jeff Barlow Chief Legal Officer and Secretary

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