Every material Form 8-K Molina Healthcare has filed with the SEC since November 18, 2024, read and summarized by AI: what happened, the key figures, whether it reads positive or negative for shareholders, and how big a deal it is (impact 1-5). Newest first; each brief links to its own page and to the filing on SEC.gov.
Molina Healthcare said senior management will reaffirm its 2026 full-year GAAP diluted EPS guidance of at least $2.38 and adjusted diluted EPS guidance of at least $5.25 at UBS's Global Healthcare Conference on November 9, 2026. The filing reaffirms existing guidance rather than changing it, so shareholders get no new numbers, but it confirms the company's outlook as of early November.
Reaffirmed 2026 full-year GAAP diluted EPS guidance of at least $2.38
Reaffirmed 2026 full-year adjusted diluted EPS guidance of at least $5.25
Remarks at UBS conference on November 9, 2026 available by webcast at 10:15 a.m. Eastern Time, with a 30-day replay
Molina Healthcare reported third-quarter 2026 GAAP net income of $38 million, or $0.73 per diluted share, down 52% from a year earlier, on total revenue of $11.08 billion, down from $11.48 billion. The company reaffirmed its full-year 2026 guidance of adjusted earnings of at least $5.25 per diluted share and premium revenue of about $42 billion. For shareholders, profit fell sharply while guidance was held, and the full-year outlook includes a $1.50 per share loss tied to a new Florida Medicaid contract in the fourth quarter.
GAAP EPS was $0.73 versus $1.51 a year earlier; adjusted EPS was $0.89 versus $1.84.
Total revenue was $11.08 billion versus $11.48 billion; premium revenue fell 4% on lower Medicaid and Marketplace membership.
Consolidated medical care ratio rose to 92.9% from 92.6%; the company attributed the profit decline mainly to this higher ratio.
Full-year 2026 guidance was reaffirmed, including at least $5.25 adjusted EPS and at least $2.38 GAAP EPS, and includes a $1.50 per share loss from the new Florida Medicaid contract.
Molina Healthcare reported second quarter 2026 results on July 22, 2026, with GAAP net income down 76% to $60 million and adjusted EPS of $1.51, compared with $5.48 a year earlier. The company raised its full-year 2026 adjusted EPS guidance by $0.25 to at least $5.25, which it said reflects first-half Medicaid performance, while a $1.50 Medicare increase was offset by a $1.50 Marketplace decrease. For shareholders, quarterly profit fell sharply, while the full-year outlook moved higher.
Q2 2026 GAAP EPS was $1.19 versus $4.75 a year earlier; adjusted EPS was $1.51 versus $5.48.
Total revenue was $10.9 billion versus $11.4 billion; premium revenue fell 6% on lower membership.
Full-year 2026 adjusted EPS guidance rose $0.25 to at least $5.25; GAAP EPS guidance is at least $2.15.
Guidance includes a $1.50 per share loss from the new Florida Medicaid contract in Q4 2026 and a $1.00 per share loss from the traditional MAPD product it plans to exit for 2027.
At its May 6, 2026 annual meeting, Molina Healthcare stockholders elected all ten director nominees and approved a charter amendment letting holders of at least 20% of the voting power call special meetings. The company's board also adopted amended bylaws that set conditions for such requests, and stockholders approved a 1,500,000-share increase in the 2025 Equity Incentive Plan, to 3,295,000 shares.
Stockholders approved a special meeting right for holders of at least 20% of voting power, who must have held those shares continuously for at least one year.
The special meeting amendment passed with 42,570,475 votes for and 42,704 against.
The equity plan increase passed with 31,318,146 votes for and 11,285,569 against.
Advisory say-on-pay passed with 22,459,321 votes for and 20,116,888 against.
Molina Healthcare reported first quarter 2026 GAAP earnings of $0.27 per diluted share, down 95% from $5.45 a year earlier, and adjusted earnings of $2.35 per diluted share, down 61% from $6.08. Premium revenue fell 4% to about $10.2 billion, and GAAP results include a $93 million impairment tied to the planned 2027 exit of the Medicare Advantage-Part D product. The company reaffirmed its full-year 2026 guidance of about $42 billion in premium revenue and at least $5.00 in adjusted earnings per diluted share.
Q1 2026 GAAP net income was $14 million, versus $298 million in Q1 2025; total revenue was $10,796 million, versus $11,147 million.
Consolidated medical care ratio rose to 91.1% from 89.2%, and the Marketplace MCR included about 450 basis points from prior year risk adjustment and program integrity items.
Full-year 2026 guidance: premium revenue about $42 billion, GAAP EPS at least $1.90, adjusted EPS at least $5.00; the company will update guidance with its second quarter results.
Management will hold an Investor Day on Friday, May 8, to update its three-year outlook.
Molina Healthcare said it expects a non-cash, pre-tax impairment charge of about $93 million on certain intangible assets in the first quarter of 2026, tied to its decision to exit the Medicare Advantage Prescription Drug product for 2027. The company also amended its credit agreement with Truist Bank as administrative agent, temporarily lowering the minimum interest coverage ratio it must maintain, which gives it more room under the covenant through September 2027.
Estimated non-cash, pre-tax impairment charge of about $93 million on certain intangible assets, to be recorded in Q1 2026
Charge results from exiting the Medicare Advantage Prescription Drug product for 2027, which the company says does not fit its focus on dual eligible members in Medicare
First Amendment to Credit Agreement dated February 4, 2026, with Truist Bank as administrative agent; minimum interest coverage ratio cut from 3.00:1.00 to 1.75:1.00 through December 31, 2026, then rising to 2.75:1.00 by September 30, 2027
The charge will be excluded from adjusted net income, as defined in the fourth quarter earnings release issued February 5, 2026
Molina Healthcare reported a fourth-quarter 2025 GAAP loss of $3.15 per diluted share and full-year 2025 adjusted earnings of $11.03 per share, down 51% from the prior year. For 2026, it guided to adjusted earnings of at least $5.00 per diluted share and premium revenue of about $42 billion, a roughly 2% decline, and said it will exit its traditional Medicare Advantage Part D product for 2027.
Q4 2025 GAAP loss of $3.15 per diluted share and adjusted loss of $2.75, burdened by about $2.00 of unfavorable retroactive revenue items
Full-year 2025 total revenue of $45.4 billion, up from $40.7 billion, while GAAP EPS fell to $8.92 from $20.42
2026 guidance: GAAP EPS of at least $3.20 and adjusted EPS of at least $5.00, burdened by $2.50 per share from a new Florida Medicaid contract and the Part D product
Company will exit the MAPD product, which has about $1 billion in annual premium, for 2027
Molina Healthcare completed a private offering of $850 million of 6.500% senior notes maturing February 15, 2031, and entered a new revolving credit agreement with Truist Bank that replaces its prior credit agreement dated June 8, 2020. The company expects net proceeds of approximately $838 million, which it intends to use for general corporate purposes, including repaying delayed draw term loans under its existing credit agreement. The filing adds $850 million of senior debt with semi-annual interest payments, and the company states that the new credit agreement's covenants were amended in a manner favorable to it.
Notes: $850 million principal, 6.500% annual interest, paid semi-annually from August 15, 2026, maturing February 15, 2031
Net proceeds of approximately $838 million after fees and expenses, to fund general corporate purposes and repay delayed draw term loans
Notes are redeemable on and after December 15, 2027, and the company has a new credit agreement with Truist Bank as administrative agent, replacing the June 8, 2020 agreement
Molina Healthcare reported third-quarter 2025 GAAP earnings of $1.51 per diluted share, down 73% from $5.65 a year earlier, and adjusted earnings of $1.84, down 69% from $6.01. Revenue rose, with total revenue of $11.5 billion against $10.3 billion, but the company cited higher medical cost trends, especially in Marketplace, and revised its full-year 2025 guidance to about $14.00 adjusted EPS.
Q3 GAAP EPS was $1.51 versus $5.65 a year earlier; adjusted EPS was $1.84 versus $6.01.
Total revenue was $11.5 billion versus $10.3 billion; premium revenue rose 12% year over year.
Consolidated medical care ratio rose to 92.6% from 89.2%, with the Marketplace ratio at 95.6%.
Full-year 2025 guidance: adjusted EPS about $14.00, GAAP EPS about $11.90, and premium revenue about $42.5 billion.
Molina Healthcare entered a Fourth Amendment to its credit agreement with Truist Bank as administrative agent, adding a $500 million Delayed Draw A-2 term loan maturing August 12, 2027. The company said it intends to use the proceeds to partially fund its previously authorized stock repurchase program, as a temporary measure tied to the timing of subsidiary dividends to the parent later this year.
New Delayed Draw A-2 commitment totals $500 million, maturing August 12, 2027
Loans carry an applicable margin of 0.50% for base rate loans and 1.50% for SOFR-based loans
Proceeds intended to partially fund the previously authorized stock repurchase program
Terms otherwise substantially similar to the prior credit agreement dated June 8, 2020
Molina Healthcare reported second quarter 2025 GAAP earnings of $4.75 per diluted share, down 8% from a year earlier, and adjusted earnings of $5.48, down 6%, while premium revenue rose 15% to about $10.9 billion. The company revised its full-year 2025 guidance, now expecting adjusted earnings of no less than $19.00 per share, with premium revenue guidance reaffirmed at about $42 billion, and management attributed the pressure to medical cost trends.
Q2 2025 GAAP EPS $4.75 vs. $5.17 in Q2 2024; adjusted EPS $5.48 vs. $5.86
Premium revenue about $10.9 billion, up 15%; consolidated medical care ratio 90.4% vs. 88.6%
Full-year 2025 guidance: GAAP EPS no less than $16.90; adjusted EPS no less than $19.00
Parent company cash and investments about $100 million at June 30, 2025, vs. $445 million at December 31, 2024
Molina Healthcare said preliminary second-quarter 2025 adjusted earnings are about $5.50 per share, modestly below its prior expectations, citing medical cost pressures in all three lines of business. It also updated full-year 2025 adjusted EPS guidance to $21.50 to $22.50, a consolidated pre-tax margin of just under 4%, which is the low end of its long-term range, and expects the cost pressures to continue into the second half.
Preliminary Q2 2025 adjusted EPS of approximately $5.50; GAAP net income of approximately $259 million, or $4.83 per diluted share
Full-year 2025 adjusted EPS guidance of $21.50 to $22.50, versus GAAP net income guidance of $1,045 million to $1,099 million
Medical cost pressures expected to continue into the second half of 2025
Full second-quarter results to be released after market close on July 23, 2025
At its April 30, 2025 annual meeting, Molina Healthcare stockholders approved the 2025 Equity Incentive Plan and elected nine directors, with holders of 85.6% of shares outstanding represented. Stockholders cast more votes against the non-binding advisory vote on executive compensation than for it, and a stockholder proposal to let holders of 10% of shares call a special meeting drew more votes for than against.
2025 Equity Incentive Plan approved: 43,316,332 for, 1,641,319 against, 12,267 abstentions
Advisory say-on-pay vote: 18,249,700 for, 26,653,672 against, 66,546 abstentions
Special meeting proposal (10% threshold): 30,991,528 for, 13,927,373 against; all nine directors elected to serve until the 2026 annual meeting
Ernst & Young LLP ratified as 2025 independent auditor: 44,537,825 for, 2,269,161 against
Molina Healthcare reported first-quarter 2025 GAAP diluted EPS of $5.45, up 5% from $5.17 a year earlier, and adjusted EPS of $6.08, up 6% from $5.73. Total revenue rose to $11.1 billion from $9.9 billion, but GAAP net income was $298 million, down from $301 million, and the medical care ratio rose to 89.2% from 88.5%. The company reaffirmed its full-year 2025 guidance of approximately $42 billion in premium revenue and adjusted EPS of at least $24.50.
GAAP diluted EPS $5.45 vs. $5.17 a year earlier (up 5%); adjusted diluted EPS $6.08 vs. $5.73 (up 6%)
Total revenue $11.1 billion vs. $9.9 billion; premium revenue $10.6 billion, up 12% year over year
Medical care ratio 89.2% vs. 88.5%; GAAP net income $298 million vs. $301 million
2025 guidance reaffirmed: premium revenue about $42 billion and adjusted EPS at least $24.50; GAAP EPS at least $22.32
On February 19, 2025, Molina Healthcare entered a third amendment to its credit agreement with Truist Bank as administrative agent, which amends and restates the prior agreement dated June 8, 2020. The amendment adds a $500 million delayed draw commitment that can be drawn for general corporate purposes if the company meets pro forma financial covenants. For shareholders, this adds committed borrowing capacity, though the filing does not say whether any amount has been drawn.
Third amendment dated February 19, 2025, with Truist Bank as administrative agent; prior agreement dated June 8, 2020
$500 million delayed draw commitment, available until June 19, 2025, with a maturity date of February 19, 2027
Applicable margin of 0.125% for base rate loans and 1.125% for SOFR-based loans; ticking fee of 0.25% per annum on the unused commitment
Molina Healthcare reported fourth quarter 2024 GAAP earnings of $4.44 per diluted share, up from $3.70 a year earlier, and full year 2024 GAAP EPS of $20.42, up 9%. The company also issued full year 2025 guidance of at least $24.50 adjusted EPS and at least $22.50 GAAP EPS, with premium revenue of approximately $42 billion.
Q4 2024 total revenue was $10,499 million, compared with $9,048 million in Q4 2023
Full year 2024 GAAP EPS was $20.42 (up 9%) and adjusted EPS was $22.65 (up 8%)
2025 guidance includes approximately $1.00 per diluted share of implementation costs for recent Medicaid and Medicare Duals contract wins
Operating cash flow for 2024 was $644 million, compared with $1,662 million in 2023
Molina Healthcare completed a private offering of $750 million of 6.250% senior unsecured notes maturing January 15, 2033, on November 18, 2024. The company reported net proceeds of approximately $740 million and plans to use them for general corporate purposes, which may include debt repayment, acquisitions, share repurchases and capital contributions to its health plan subsidiaries.
Notes: $750 million principal, 6.250% annual interest, paid semi-annually from July 15, 2025
Maturity date January 15, 2033; redeemable on or after January 15, 2028
Net proceeds approximately $740 million after fees and expenses
Notes are senior unsecured and not initially guaranteed by any subsidiaries
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