MOLINA HEALTHCARE, INC. — fact timeline

MOLINA HEALTHCARE, INC. shareholders approved Approval of an amendment to the Company's Certificate of Incorporation to permit stockholders to call special stockholders meetings at the 2026-05-06 meeting.

“With regard to Proposal No. 5, for the approval of an amendment to the Company’s Certificate of Incorporation to permit stockholders to call special stockholders meetings, the stockholders voted as follows: Votes For Votes Against Abstentions Broker Non-Votes 42,570,475 42,704 14,337 4,545,112”

MOLINA HEALTHCARE, INC. shareholders approved Approval of an amendment to the Company's 2025 Equity Incentive Plan to increase the number of shares available for issuance under such plan at the 2026-05-06 meeting.

“With regard to Proposal No. 4, for the approval of an amendment to the Company’s 2025 Equity Incentive Plan to increase the number of shares available for issuance under such plan, the stockholders voted as follows: Votes For Votes Against Abstentions Broker Non-Votes 31,318,146 11,285,569 23,801 4,545,112”

MOLINA HEALTHCARE, INC. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company's independent registered public accounting firm for 2026 at the 2026-05-06 meeting.

“With regard to Proposal No. 3, for the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2026, the stockholders voted as follows: Votes For Votes Against Abstentions Broker Non-Votes 45,850,249 1,293,650 28,729 0”

MOLINA HEALTHCARE, INC. shareholders approved Approval, on a non-binding, advisory basis, of the compensation of the Company's named executive officers at the 2026-05-06 meeting.

“With regard to Proposal No. 2, for the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, the stockholders voted as follows: Votes For Votes Against Abstentions Broker Non-Votes 22,459,321 20,116,888 51,307 4,545,112”

MOLINA HEALTHCARE, INC. shareholders approved Election of the ten directors named below to hold office until the 2027 annual meeting at the 2026-05-06 meeting.

“With regard to Proposal No. 1, for the election of the ten directors named below to hold office until the 2027 annual meeting, the stockholders voted as follows: Director Votes For Votes Against Abstentions Broker Non-Votes Barbara L. Brasier 41,403,098 1,173,580 50,838 4,545,112 Leo P. Grohowski 41,418,155 1,159,784 49,577 4,545,112 Stephen H. Lockhart 42,374,279 205,101 48,136 4,545,112 Steven J. Orlando 40,955,995 1,620,889 50,632 4,545,112 Ronna E. Romney 38,461,391 4,035,124 131,001 4,545,112 Richard M. Schapiro 42,174,723 403,527 49,266 4,545,112 Francis S. Soistman 42,371,936 199,759 55,821 4,545,112 Dale B. Wolf 39,097,714 3,479,902 49,900 4,545,112 Richard C. Zoretic 42,369,441 210,513 47,562 4,545,112 Joseph M. Zubretsky 42,327,641 277,647 22,228 4,545,112”

MOLINA HEALTHCARE, INC.: Amended and restated bylaws to implement procedures for special meetings called by stockholders and make technical changes (effective 2026-05-06).

“on May 6, 2026, the Company’s Board of Directors (the “Board”) approved and adopted an amendment and restatement of the Company’s Amended and Restated Bylaws (as so amended and restated, the “Amended and Restated Bylaws”), effective immediately”

MOLINA HEALTHCARE, INC.: Amended certificate of incorporation to allow stockholders holding at least 20% voting power to call special meetings (effective 2026-05-06).

“On May 6, 2026, at the Annual Meeting, as further described in Item 5.07 below, the Company’s stockholders approved an amendment to the Company’s Amended and Restated Certificate of Incorporation to allow stockholders holding at least 20% of the voting power of the outstanding shares of capital stock of the Company to call a special meeting of stockholders”

MOLINA HEALTHCARE, INC. reported first quarter ended March 31, 2026 results: revenue Premium Revenue $10,172 million; Total Revenue $10,796 million, net income GAAP Net Income $14 million; Adjusted Net Income $120 million, EPS GAAP EPS $0.27; Adjusted EPS $2.35. Guidance reaffirmed.

“On April 22, 2026, Molina Healthcare, Inc. (the “Company”) issued a press release reporting its financial results for the first quarter ended March 31, 2026 and reaffirming the Company’s full-year 2026 premium revenue and adjusted earnings guidance.”

MOLINA HEALTHCARE, INC. amended First Amendment to its Credit Agreement with Truist Bank, as Administrative Agent (effective 2026-02-04).

“On February 4, 2026, Molina Healthcare, Inc. (the “Company”) entered into a First Amendment to its Credit Agreement (the “Amended Credit Agreement”) among the Company, as the Borrower, the Lenders (as defined therein) party thereto, and Truist Bank, as Administrative Agent.”

MOLINA HEALTHCARE, INC. amended credit facility with Truist Bank, as Administrative Agent.

“The information set forth in Item 1.01 of this Current Report on Form 8-K with respect to the Amended Credit Agreement is incorporated by reference into this Item 2.03.”

MOLINA HEALTHCARE, INC. announced a impairment with charges of estimated non-cash, pre-tax impairment charge of approximately $93 million, attributable to certain of its intangible assets affecting intangible assets.

“On February 5, 2026, the Company concluded that it will record in the first quarter of 2026 an estimated non-cash, pre-tax impairment charge of approximately $93 million, attributable to certain of its intangible assets.”

MOLINA HEALTHCARE, INC. incurred revolving credit with Truist Bank.

“On November 20, 2025, the Company entered into a Credit Agreement (the “New Credit Agreement”) among the Company, as the Borrower, the Lenders (as defined therein), and Truist Bank, as Administrative Agent, Issuing Bank and Swingline Lender.”

MOLINA HEALTHCARE, INC. incurred senior notes of $850.0 million aggregate principal amount with U.S. Bank Trust Company, National Association at 6.500% per year maturing February 15, 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”

MOLINA HEALTHCARE, INC. incurred term loan of $500 million with Truist Bank as Administrative Agent at applicable margin of 0.50% for base rate loans and 1.50% for SOFR-based loans maturing August 12, 2027.

“The Amended Credit Agreement amends and restates the Company’s prior Credit Agreement dated as of June 8, 2020 (as amended prior to August 12, 2025, the “Prior Credit Agreement”). The terms of the Amended Credit Agreement are substantially similar to the terms of the Prior Credit Agreement, but with an additional Delayed Draw A-2 Commitment under the Amended Credit Agreement in an aggregate principal amount of $500 million, with a Delayed Draw A-2 Maturity Date of August 12, 2027 (the “Term Loan A-2”).”

MOLINA HEALTHCARE, INC. incurred credit facility of $500,000,000 with Truist Bank, as Administrative Agent, Issuing Bank and Swingline Lender at 0.125% for base rate loans and 1.125% for SOFR based loans maturing February 19, 2027.

“Commitment” and a new Section 2.5 were added to reflect the establishment of a Delayed Draw Commitment under the Amended Credit Agreement in an aggregate principal amount of $500,000,000 and Sections 3.2 and 5.9 were revised to reflect that Delayed Draw Term Loans (as defined in the Amended Credit Agreement) may be drawn for general corporate purposes of the”

MOLINA HEALTHCARE, INC. shareholders rejected Shareholder proposal regarding simple majority voting at the 2024-05-01 meeting.

“With regard to Proposal No. 4, the shareholder proposal regarding simple majority voting, the stockholders voted as follows: Votes For Votes Against Abstentions Broker Non-Votes 4,541,115 44,972,927 62,408 1,687,151”

MOLINA HEALTHCARE, INC. shareholders approved Ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024 at the 2024-05-01 meeting.

“With regard to Proposal No. 3, for the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2024, the stockholders voted as follows: Votes For Votes Against Abstentions Broker Non-Votes 48,658,680 2,568,533 36,388 —”

MOLINA HEALTHCARE, INC. shareholders approved Approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers at the 2024-05-01 meeting.

“With regard to Proposal No. 2, for the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers, the stockholders voted as follows: Votes For Votes Against Abstentions Broker Non-Votes 46,266,687 3,277,670 32,093 1,687,151”

MOLINA HEALTHCARE, INC. shareholders approved Election of nine directors to hold office until the 2025 annual meeting at the 2024-05-01 meeting.

“On May 1, 2024, Molina Healthcare, Inc., a Delaware corporation (the “Company”), held its Annual Meeting of Stockholders”

MOLINA HEALTHCARE, INC. reported first quarter ended March 31, 2024 results: revenue Premium Revenue $9,504; Total Revenue $9,931, net income Net Income $334, EPS Adjusted EPS – Diluted $5.73. Guidance reaffirmed.

“earnings per diluted share of $5.73. Financial results are summarized below: Three months ended March 31, 2024 2023 (In millions, except per-share results) Premium Revenue $9,504 $7,885 Total Revenue $9,931 $8,149 GAAP: Net Income $301 $321 EPS – Diluted $5.17 $5.52 Medical Care Ratio (MCR) 88.5 % 87.1 % G&A Ratio 7.2 % 7.2 % After-tax Margin 3.0 % 3.9 %”

MOLINA HEALTHCARE, INC.: Amended and Restated Bylaws adopted, effective immediately, making changes including universal proxy rules, stockholder nomination procedures, exclusive forum provision, and other updates (effective 2023-12-22).

“On December 22, 2023, the Board of Directors (the “Board”) of Molina Healthcare, Inc. (the “Company”) approved and adopted the Company’s Amended and Restated Bylaws (the “Amended and Restated Bylaws”), effective immediately.”

MOLINA HEALTHCARE, INC. updated its the third quarter ended September 30, 2023 guidance (reaffirmed).

“On October 25, 2023, Molina Healthcare, Inc. (the “Company”) issued a press release reporting its financial results for the third quarter ended September 30, 2023 and affirming its previously announced full-year 2023 guidance with respect to earnings per diluted share.”

MOLINA HEALTHCARE, INC. shareholders approved Say-on-Frequency Proposal.

“in the Say-on-Frequency Proposal, a total of 94.9% shares voted for a Say-on-Pay Vote to be conducted every year.”

MOLINA HEALTHCARE, INC. reported the second quarter ended June 30, 2023 results: revenue $8,327, net income $309, EPS $5.35. Guidance raised.

“Three months ended Six months ended June 30, June 30, 2023 2022 2023 2022 (In millions, except per-share results) Premium Revenue $8,042 $7,799 $15,927 $15,330 Total Revenue $8,327 $8,054 $16,476 $15,824 GAAP: Net Income $309 $248 $630 $506 EPS – Diluted $5.35 $4.25 $10.87 $8.63 Medical Care Ratio (MCR) 87.5 % 88.1 % 87.3 % 87.6 % G&A Ratio 7.4 % 6.8 % 7.3 %”

Mark Keim changed role as chief financial officer at MOLINA HEALTHCARE, INC..

“Mr. Keim will continue as the Company’s chief financial officer with expanded operational and growth-related responsibilities”

Jim Woys changed role as chief operating officer at MOLINA HEALTHCARE, INC..

“Mr. Woys assumed the role of the Company’s chief operating officer”

MOLINA HEALTHCARE, INC. shareholders approved Ratification of appointment of Ernst & Young LLP as independent auditor at the 2023-05-03 meeting.

“With regard to Proposal No. 4 for the ratification of the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for 2023, the stockholders voted as follows: Votes For Votes Against Abstentions 52,159,920 2,320,473 8,562”

MOLINA HEALTHCARE, INC. shareholders approved Advisory vote on frequency of say-on-pay at the 2023-05-03 meeting.

“With regard to Proposal No. 3 for the approval of the frequency of a non-binding advisory vote of the stockholders on the compensation of our named executive officers, the stockholders voted as follows: One Year Two Years Three Years Abstentions 51,720,836 6,859 708,345 13,744”

MOLINA HEALTHCARE, INC. shareholders approved Advisory vote on executive compensation at the 2023-05-03 meeting.

“With regard to Proposal No. 2 for the approval, on a non-binding, advisory basis, of the compensation of the Company’s named executive officers for 2023, the stockholders voted as follows: Votes For Votes Against Abstentions Broker Non-Votes 44,548,396 7,888,118 13,270 2,039,171”

MOLINA HEALTHCARE, INC. shareholders approved Election of nine directors at the 2023-05-03 meeting.

“With regard to Proposal No. 1, all nine nominated directors were elected to hold office until the 2024 annual meeting.”

MOLINA HEALTHCARE, INC. reported the first quarter ended March 31, 2023 results: revenue $8,149, net income $321, EPS $5.52. Guidance raised.

“of $5.52 and adjusted earnings per diluted share of $5.81. Quarter ended March 31, 2023 2022 (In millions, except per-share results) Premium Revenue $7,885 $7,531 Total Revenue $8,149 $7,770 GAAP: Net Income $321 $258 EPS – Diluted $5.52 $4.39 Medical Care Ratio (MCR) 87.1 % 87.1 % G&A Ratio 7.2 % 7.4 % After-tax Margin 3.9 % 3.3 % Adjusted: Net Income $337”

MOLINA HEALTHCARE, INC. updated its the fourth quarter and year ended December 31, 2022 guidance (reaffirmed).

“On February 8, 2023, Molina Healthcare, Inc. (the “Company”) issued a press release reporting its financial results for the fourth quarter and year ended December 31, 2022, and the Company’s full-year 2023 revenue and earnings guidance.”

MOLINA HEALTHCARE, INC. announced a impairment with charges of approximately $200 million affecting leased space.

“On December 28, 2022, Molina Healthcare, Inc. (the “Company”) concluded that it will record in the fourth quarter of 2022 an estimated non-cash, pre-tax impairment charge of approximately $200 million, attributable to leased space.”