Every material Form 8-K Molina Healthcare filed with the SEC in 2025, 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 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
Briefs are written by AI from the filing text (each brief's own page names the model) and can contain mistakes — open the filing before acting on anything. Impact (1-5) and tone are the model's reading of the filing for shareholders, not a price forecast. Not investment advice.
Only material 8-Ks get a brief: results, deals, executive changes, restructuring, impairments, delisting notices, restatements, cybersecurity incidents and other disclosed events. Routine filings (vote results, exhibits only) are skipped. Every Molina Healthcare filing is on SEC EDGAR ↗. 8-K briefs of other companies →