Management Change/Compensation Form 8 K

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 16, 2024, the Compensation Committee (the "Committee") of the Board of Directors of Molina Healthcare, Inc. (the "Company") granted to Mark L. Keim, the Company's Chief Financial Officer, a special one-time stock award that is subject to the achievement of long-term financial targets, continued employment, and other terms and conditions as approved by the Committee. The grant consists of 53,074 target number of performance-based restricted stock units ("PSUs") effective as of October 16, 2024, under the Company's 2019 Equity Incentive Plan. The PSUs are structured to retain Mr. Keim and incentivize him to continue to grow the Company through 2027 and beyond, consistent with the long-term interests of our stockholders.

The PSUs will be eligible to vest subject to the achievement of adjusted earnings per share ("EPS") goals for fiscal year 2027 which are consistent with the Company's expected long-term growth rate and strategic plan. Subject to Mr. Keim's continued employment through December 31, 2027, and attainment of the EPS goals for fiscal year 2027, between 0% and 150% of the PSUs are eligible to vest. The PSUs are also subject to pro-rated vesting on certain qualifying terminations of employment, and vesting acceleration in the event the qualifying termination is in connection with a change in control, in each case, based on the target attainment level. Any such accelerated vesting of PSUs will be subject to Mr. Keim's timely execution of a general release of claims.

The foregoing description of the PSU agreement does not purport to be complete and is subject to, and qualified in its entirety by, the full text of the PSU agreement attached hereto as Exhibit 10.1, which agreement is incorporated herein by reference.