MOH 10-K & 10-Q changes, risk factors and insider trading

If the responsive bids of our health plans for new or renewed Medicaid contracts are not successful, or if our government contracts are terminated or are not renewed on favorable terms, our premium revenues could be materially reduced andreduced, our operating results could be negatively impacted.impacted, and we may not realize the full projected amount of our embedded earnings.

We currently derive our premium revenues from health plans that operate in 21 states. Our Medicaid premium revenue constituted 79%75% of our consolidated premium revenue in the year ended December 31, 2024.2025. Measured by Medicaid premium revenue by health plan, our top four health plans were in California, New York, Texas, and Washington, with aggregate Medicaid premium revenue of $15.6$17.3 billion, or approximately 51%54% of total Medicaid premium revenue, in the year ended December 31, 2024.2025. If we are unable to continue to operate in any of our Molina Healthcare, Inc. 2025 Form 10-K | 21 existing jurisdictions, or if our current operations in those jurisdictions or any portions of those jurisdictions are significantly curtailed or terminated entirely, our revenues could decrease materially.

Even if our responsive bids are successful, the bids may be based upon assumptions regarding enrollment, utilization, medical costs, or other factors which could result in the contract being less profitable than we had expected or could result in a net loss. Furthermore, our contracts contain certain provisions regarding, among other things, eligibility, enrollment and dis-enrollment processes for covered services, eligible providers, periodic financial and information reporting, quality assurance and timeliness of claims payment, and are subject to cancellation if we fail to perform in accordance with the standards set by regulatory agencies. The occurrence of any of the foregoing may result in our failing to achieve the full realization of our embedded earnings.

IfWe we or one ofand our vendorsthird-party sustainservice aproviders cyber-attackare orexposed sufferto acybersecurity datarisks, privacywhich ormay securityresult breach, we could sufferin operational impact, increased costs, exposure to significant legal liability, reputational harm, loss of business, and other serious negative consequences.

As part of our normal operations, we and certain of our third-party service providers routinely collect, process, store (both onsite and in the cloud), and transmit large amounts of data, including sensitive personalPersonal informationInformation as well as proprietary or confidential information relating to our businessmembers, employees, business, or other third parties.parties Our(collectively, information“Confidential technologyInformation”). systems and safety control systems thatAdditionally, we rely uponon computer systems, hardware, software, technology infrastructure and online sites and networks for both internal and external operations that are subjectcritical to aour growingbusiness number(collectively, “IT Systems”). We own and manage some of threats,these IT Systems but also rely on third parties for a range of IT Systems and related products and services, including but not limited to cloud computing services. We and our third-party suppliers and service providers face numerous and evolving cybersecurity risks that threaten the confidentiality, integrity and availability of IT Systems and Confidential Information, including from diverse threat actors, such as state-sponsored organizations, opportunistic hackers and hacktivists, as well as through diverse attack vectors, such as social engineering/phishing, malware (including ransomware), malfeasance by insiders, human or technological error, and as a result of malicious code embedded in open-source software, or misconfigurations, bugs or other vulnerabilities in commercial software that is integrated into our (or our suppliers’ or service providers’) IT systems,Systems, products or services. Such threats may result in the penetration of our network or that of our vendors or suppliers, and the misappropriation of our confidentialConfidential information,Information, system disruptions, damage to our information systems, or shutdowns of our information technology environment. They also may be able to develop and deploy viruses, worms, and other malicious software programs that attack our systems or otherwise exploit security vulnerabilities. We may also face increased cybersecurity risks due to our reliance on Molina Healthcare, Inc. 2025 Form 10-K | 22 internet technology and our remote working environment, which may create additional opportunities for cybercriminals to exploit vulnerabilities. These same risks are also faced by our significant vendors who are also in possession of sensitive confidentialConfidential information.Information. Because the techniques used to circumvent, gain access to, or sabotage security systems can be highly sophisticated, may use advanced technologies (such as artificial intelligence) and change frequently, they often are not recognized until launched against a target, and may originate from less regulated and remote areas around the world. We may be unable to anticipate these techniquestechniques, which can circumvent security controls, evade detection and remove forensic evidence, or implement adequate preventive measures, resulting in potential inappropriate access, breach, or data loss and damage to our systems.IT Systems, Confidential Information, or business. Additionally, any integration of artificial intelligence in our or any service providers’ operations, products or services is expected to pose new or unknown cybersecurity risks and challenges. Our systemsIT Systems are also subject to compromise from internal threats such as improper action by employees, including malicious insiders, or by vendors, counterparties, and other third parties with otherwise legitimate access to our systems. OurWe have acquired and may in the future acquire companies that may contain cybersecurity vulnerabilities and/or unsophisticated security measures, which can expose us to cybersecurity, operational, and financial risks. There can also be no assurance that our cybersecurity risk management program and processes, including our policies, employee training (including phishing prevention training), Molina Healthcare, Inc. 2024 Form 10-K | 21 procedures, and technical safeguards maywill notbe preventfully implemented and complied with or effective in preventing all improper access to our networkIT Systems or proprietaryConfidential or confidential informationInformation by employees, vendors, counterparties, or other third parties. Our facilities and IT systems,Systems, or those of our service providers, may also be vulnerable to security incidents or security attacks, acts of vandalism or theft, misplaced or lost data, human errors, or other similar events that could negatively affect our systems and our andor our members’ data.data, For example, in July 2024, a software update by CrowdStrike Holdings, Inc. (“CrowdStrike”), a cybersecurity technology company, cause widespread crashes of Windows systems into which it was integrated. Although we did not experience any material impacts as a result of the CrowdStrike software update, weor could in the future experience similar third-party software-inducedcause interruptions to our operations.

Moreover, we face the ongoing challenge of managing access controls in a complex environment. The process of enhancing our protective measures can itself create a risk of systems disruptions and security issues. Given the breadth of our operations and the increasing sophistication of cyberattacks, a particular incident could occur and persist for an extended period of time before being detected. The extent of a particular cyberattack and the steps that we may need to take to investigate the attack may take a significant amount of time before such an investigation could be completed and full and reliable information about the incident is known. During such time, the extent of any harm or how best to remediate it might not be known, which could further increase the risks, costs, and consequences of a data security incident. In addition, our systemsIT Systems must be routinely updated, patched, and upgraded to protect against knownidentified vulnerabilities. The volume of new software vulnerabilities has increased substantially, as has the importance of patches and other remedial measures. In addition to remediating newly identified vulnerabilities, previously identified vulnerabilities must also be updated. We are at risk that cyber attackers exploit these known vulnerabilities before they have been addressed.comprehensively addressed, leading to significant compromises that could impact our and our customers’ IT Systems and data. In other situations, vulnerabilities persist even after we have issued security patches because our customers or third-party service providers may fail to apply patches or update their systems to newer software versions. The complexity of our systems and platforms, the increased frequency at which vendors are issuing security patches to their products, our need to test patches and, in some instances, coordinate with third parties before they can be deployed, all could further increase our risks.

Where doing so is necessary in order to conduct our business, we also provide sensitive personal member information,Personal Information, as well as proprietaryConfidential or confidential informationInformation relating to our business, to our third-party service providers. Those third-party service providers may also be subject to data intrusions or data breaches. For example, in February 2024, Change Healthcare (“CHC”), a major claims processing vendor to Molina, experienced a significant cybersecurity incident and has since notified Molina that certain members’ data has been breached. Though the CHC incident was not material to us, anyAny compromise of the confidentialConfidential dataInformation of our members, employees, or business, or the failure to prevent or mitigate the loss of or damage to this data through breach, could result in operational, reputational, competitive, or other business harm, as well as financial costs and regulatory action. The Company maintains cybersecurity insurance in the event of an information security or cyber incident. However, we cannot guarantee that the coverage may notwill be sufficient to cover all financial losses.losses and liabilities.

We and certain of our third-party service providers may experience cyberattacks and other incidents, and we expect such attacks and incidents to continue in varying degrees. In the future,addition, we may also be subject to litigationcyberattacks and other incidents. While to date no incidents have had a material impact on our operations or financial results, we cannot guarantee that material incidents will not occur in the future. Any adverse impact to the availability, integrity or confidentiality of our IT Systems or Confidential Information, or related litigation, and governmental investigations related to cyber-attacks and security breaches. Any such future litigation or governmental investigation could divert the attention of management from the operation of our business, result in reputational damage, and have a material adverse impact on our business, cash flows, financial condition, and results of operations. Moreover, our programs to detect, contain, and respond to data security incidents as well as contingency plans may not be effective in preventing or mitigating all incidents and insurance coverage for potential liabilities of this nature may not be sufficient to cover all claims and liabilities.

Noncompliance with any privacy, securitysecurity, or data protection laws and regulations, or any security breach, cyber-attack, or cyber-security breach, and any incident involving the misappropriation, theft, loss, or other unauthorized disclosure or use of, or access to, IT Systems or sensitive or confidentialConfidential information,Information, whether by us or by one of our third-party service providers, could require us to expend significant resources to continue to modify or enhance our protective measures and to remediate any damage. In addition, this could negatively affect our operations, cause system disruptions, damage our reputation, cause membership losses and contract breaches, and could also result in regulatory investigations or enforcement actions, material fines and penalties, litigation,contractual liquidated damages, litigation or proceedings (such as class actions), or other actions that could have a material adverse effect on our business, cash flows, financial condition, or results of operations.

We may be unable to successfully integrate our acquisitions or realize the anticipated benefits of such acquisitions.acquisitions, including the full realization of our embedded earnings.

Our growth strategy includes the pursuit of targeted inorganic growth opportunities that we believe will provide a strategic fit, leverage operational synergies, and lead to incremental earnings accretion. For example, in January 2024 we closed on the acquisition of Bright Health Medicare and in February 2025 we closed on the acquisition of ConnectiCare. The integration of acquired businesses with our existing business is a complex, costly, and time-consuming process. The success of acquisitions we make will depend, in part, on our ability to successfully combine our existing business with such acquired businesses and realize the anticipated benefits, including Molina Healthcare, Inc. 2024 Form 10-K | 22 synergies, cost savings, growth in earnings, innovation, and operational efficiencies. If we are unable to achieve these objectives within the anticipated time frame, or at all, the anticipated benefits may not be fully realized, or may take longer to realize than expected.

•Unforeseen expenses or delays associated with the acquisition and/or integrationintegration, including the unexpected emergence of liabilities of the acquired entity that had not previously been disclosed or foreseen;

Start-up costs associated with a new business can be substantial. For example, to obtain a certificate of authority to operate as a health maintenance organization in most jurisdictions, we must first establish a provider network, develop and establish infrastructure and required systems, and demonstrate our ability to process claims. In 2023, we incurred substantial one-time contract implementation costs related to our expansions in Los Angeles County, Iowa, and Nebraska. Often, we are also required to contribute significant capital to fund mandated net worth requirements, performance bonds or escrows, or contingency guaranties. If we are unsuccessful in obtaining a certificate of authority, winning the bid to provide services, building out our provider network, or attracting and retaining members in sufficient numbers to cover our start-up costs, the new business could fail, or the losses we incur could impact our results of operations.

We currently spread the cost of centralized services over a large revenue base. Many of our administrative costs are fixed in nature and will be incurred at the same level regardless of the size of our revenue base. If we lose contracts that constitute a significant amount of our revenue, we may not be able to reduce the expense of centralized services in a manner that is proportional to that loss of revenue. In such circumstances, not only will our total dollar margins decline, but our percentage margins, measured as a percentage of revenue, will also decline. This loss of cost efficiency or cost leverage, and the resulting stranded administrative costs, could have a material and adverse impact on our business, financial condition, cash flows, or results of operations.

Because of the lag in time between when medical services are actually rendered by our providers and when we receive, process, and pay a claim for those medical services, we must continually estimate our medical claims liability at particular points in time and establish claims reserves related to such estimates. Our estimated reserves for such incurred but not paid, or IBNP, medical care costs are based on numerous assumptions and inputs. We estimate our medical claims liabilities using actuarial methods based on historical data adjusted for claims receipt and payment experience (and variations in that experience), changes in membership, provider billing practices, healthcare service utilization trends, cost trends, product mix, seasonality, prior authorization of medical services, benefit changes, known incidence of disease, or increased incidence of illness such as the flu or COVID, provider contract changes, changes to Medicaid fee schedules, and the incidence of high dollar or catastrophic claims. Our Molina Healthcare, Inc. 2025 Form 10-K | 25 ability to accurately estimate claims for our newer lines of business or populations is negatively impacted by the more limited experience we have had with those newer lines of business or populations.

We contract with physicians, hospitals, and other providers as a means to ensure access to healthcare services for our members, to manage medical care costs and utilization, and to better monitor the quality of care being delivered. We compete with other health plans to contract with these providers. We believe providers select plans in which they participate based on criteria including reimbursement rates, timeliness and accuracy of claims payment, potential to deliver new patient volume and/or retain existing patients, effectiveness of resolution of calls and complaints, and other factors. There can be no assurance that we will be able to successfully attract and retain providers to maintain a competitive network in the geographic areas we serve. In addition, in any particular market, providers could refuse to contract with us, demand higher payments, or take other actions which could result in higher medical care costs, disruption to provider access for current members, a decline in our growth rate, or difficulty in meeting regulatory or accreditation requirements. Moreover, in the ordinary course there is natural turnover and change among physician practices, including office moves, practitioner retirements, cessation of practice, practice mergers or additions, and so on. Often we are not made aware of these changes on a timely basis or at all, which makes it highly difficult to maintain fully accurate provider directories at all times. The inaccuracy of our provider directors incidental to such change could subject us to fines, sanctions, lawsuits, or other liabilities.

In some markets, certain providers, particularly hospitals and some specialists, may have significant market positions or even monopolies. If these providers refuse to contract with us or utilize their market position to Molina Healthcare, Inc. 2024 Form 10-K | 25 negotiate favorable contracts which are disadvantageous to us, our profitability in those areas could be adversely affected.

Premium payments to our health plans are based upon eligibility lists produced by state governments. From time to time, states require us to reimburse them for premiums paid to us based on an eligibility list that a state later Molina Healthcare, Inc. 2025 Form 10-K | 26 discovers contains individuals who are not in fact eligible for a government sponsored program or are eligible for a different premium category or a different program. Alternatively, a state could fail to pay us for members for whom we are entitled to payment. Our results of operations would be adversely affected as a result of such reimbursement to the state if we make or have made related payments to providers and are unable to recoup such payments from the providers. Further, when a state implements new programs to determine eligibility, establishes new processes to assign or enroll eligible members into health plans, or chooses new subcontractors, there is an increased potential for an unanticipated impact on the overall number of members assigned to managed care health plans. Whenever a state effects an eligibility redetermination for any reason, there is generally an associated reduction in Medicaid membership, which could have an adverse effect on our premium revenues and results of operations.

Our business is dependent on effective and secure information systemssystems, cloud providers and artificial intelligence (“AI”) capabilities that assist us in processing provider claims, monitoring utilization and other cost factors, supporting our medical management techniques, providing data to our Molina Healthcare, Inc. 2024 Form 10-K | 26 regulators, and implementing our data security measures. Our members and providers also depend upon our information systems for enrollment, premium processing, primary care and specialist physician roster access, membership verifications, claims status, provider payments, and other information. If we experience a reduction in the performance, reliability, or availability of our information and medical management systems, our operations, ability to pay claims, ability to produce timely and accurate reports, and ability to maintain proper security measuresmeasures, could be adversely affected.

We have partnered with third parties to support our information technology systems. This makes our operations vulnerable to adverse effects if such third parties fail to perform adequately. ForWe example,are inparty February 2019, we entered intoto a master services agreement with a third party vendor who manages certain of our information technology infrastructure services including, among other things, our information technology operations, end-user services, and data centers. If any licensor or vendor of any technology which is integral to our operations were to become insolvent or otherwise fail to support the technology sufficiently, our operations could be negatively affected. Additionally, our operations are vulnerable to adverse effects if such third parties are unable to perform due to forces outside of their control, such as a natural disaster or serious weather event.

Our contracts require the submission of complete and correct encounter data. The accurate and timely reporting of Molina Healthcare, Inc. 2025 Form 10-K | 27 encounter data is increasingly important to the success of our programs because more states are using encounter data to determine compliance with performance standards and to set premium rates. We have been, and continue to be, exposed to operating sanctions and financial fines and penalties for noncompliance. In some instances, our government clients have established retroactive requirements for the encounter data we must submit. There also may be periods of time in which we are unable to meet existing requirements. In either case, it may be prohibitively expensive or impossible for us to collect or reconstruct this historical data. Moreover, these same issues may also apply to the health plans we acquire, and we may be required to expend significant costs or pay fines to correct these deficiencies.

We may not be successful in our artificial intelligence (“AI”) administrative and operational initiatives, which could adversely affect our business or reputation.

As part of our operating efficiencies, we are making appreciable investments in certain AI administrative tools and initiatives to enhance our operations and to save costs. The development and use of AI technologies is still in its early stages. There are risks associated with the development and deployment of AI, and there can be no assurance that the usage of AI will enhance our operations or reduce our operational costs. Our AI-related efforts may give rise to risks related to accuracy, bias, discrimination, intellectual property rights and infringement, data privacy, and cybersecurity, among others. In addition, these risks include the possibility of new, changing, or enhanced governmental or regulatory scrutiny, litigation, other legal liability, ethical concerns, negative consumer perceptions as to automation and AI, or other complications that could adversely affect our business, reputation, or financial results. InFor instance, the UnitedCalifornia States,Privacy Protection Agency’s new regulations under the CCPA regarding the use of automated decision-making went into effect on January 1, 2026. California also enacted seventeen new laws in 2024 that further regulate use of AI technologies and provide consumers with additional protections around companies’ use of AI technologies, such as requiring companies to disclose certain uses of generative AI. Other states are also considering AI-focused legislation, which would require developers and deployers of “high-risk” AI systems to implement certain safeguards against algorithmic discrimination. However, there hasalso beencontinues to be uncertainty regarding the applicableenforceability of such regulations thatand how they will apply to the development and use of AI technologies. For instance, inthe Januaryfederal 2025,government may seek to preempt state laws when they seek to govern certain topics, as evidenced by the Trump administrationadministration’s rescinded“Ensuring ana executiveNational Policy Framework for Artificial Intelligence” Executive Order signed on December 11, 2025. This order relatingcalls tofor thefederal safestandards and securelegislation developmentthat ofwould preempt conflicting state AI thatregulations wasand previouslycreate implementeda byfederal thelitigation Bidentask administration.force focused on challenging state AI laws in court. The Trump administration thenmay issuedcontinue ato implement new interimor executiverescind orderexisting that,federal amongorders otherand/or things,administrative requirespolicies certain agenciesrelating to specificallyAI renew and, if possible, rescind rulemaking taken pursuant to the rescinded Biden executive order.technologies. Any such changes at the federal level could require us to expend significant resources to modify our products, services, or operations to ensure compliance or remain competitive. As a result, implementation standards and enforcement practices are likely to remain uncertain for the foreseeable future, and we cannot yet completely determine the impact future laws, regulations, standards, or market perception of their requirements may have on our business and may not always be able to anticipate how to respond to these laws or regulations. Therefore, it is not possible to predict all of the risks and potentially unintended consequences related to the use of AI by vendors, third-party developers, or the Company.

Goodwill represents the excess of the purchase consideration over the fair value of net assets acquired in business combinations. Goodwill is not amortized but is tested for impairment at the reporting unit level on an annual basisbasis, and more frequently if impairment indicators are present. Impairment indicators may include experienceddeclines, or expected declines, in operating cash-flow deteriorationperformance or losses,cash-flows, significant losses of membership, loss of state funding, loss ofor state contracts, andadverse regulatory changes, or other factors.declines in market conditions, such as a decline in the company’s market capitalization. Goodwill is impaired if the carrying amount of a reporting unit exceeds its estimated fair value. This excess is recorded as an impairment loss and adjusted if necessary for the impact of tax-deductible goodwill. The loss recognized may not exceed the total goodwill allocated to the reporting unit.

DuringFollowing the end of the COVID-19 pandemic,public Medicaidhealth enrollmentemergency, across the country, as well as our enrollment, grew substantially compared to before the pandemic. Beginning April 1, 2023, broad-based Medicaid eligibility redeterminations commenced, and are now almost entirely completed. Wewe lost approximately 675,000 members due to eligibility redeterminations. Periodic redeterminations on a state by state basis willhave now resumeresumed as before the pandemic. Actuarial assumptions related to the health acuity of remaining members may continue to be difficult to predict or may be inaccurate, resulting in inaccurate rates to be paid to health plans. Errors in our estimates related to redeterminations, and actuarial errors related to the acuity of Medicaid members, may impact our business, financial condition, cash flows, or results of operations.

CMS willhas endnow ended the current MMP program no later than December 2025,program, which programmatic change could impact our premium revenues and other factors may affect Medicare revenue.revenues.

To coordinate care for those who qualify to receive both Medicare and Medicaid services (the “dual eligibles”), under the direction of CMS some states implemented demonstration pilot programs to integrate Medicare and Medicaid services for the dual eligibles. The health plans participating in such demonstrations are referred to as MMPs. Pursuant to the 2023 CMS Medicare Final Rule, which requires MMP plans to end no later than December 2025, the five states in which we operate MMPs – Illinois, Michigan, Ohio, South Carolina, and Texas – havetransitioned filedtheir transitioncurrent plansMMP with CMScontracts to moveintegrated toD-SNP D-SNPscontracts byon January 1, 2026. Illinois and Ohio have included plans to transition to Fully Integrated D-SNPs. Michigan and South Carolina are electing to transition to Highly Integrated D-SNPs. Texas is allowing optionality between a Fully Integrated D-SNP and a Highly Integrated D-SNP. The RFP award for Illinois is still pending. The economic impact of such transitions to D-SNP on our premium revenuerevenues is uncertain.

Further, the Star Rating System utilized by CMS to evaluate Medicare plans may have a significant effect on our revenue, as higher-rated plans tend to experience increased enrollment and plans with a Star rating of 4.0 or higher are eligible for quality-based bonus payments. Those Medicare plans that achieve less than a 3.0 Star rating for either part C or D for three consecutive years are issued a notice of non-renewal of their contract for the following year. If we do not maintain our Star ratings above 3.0 or continue to improve our Star ratings, fail to meet or exceed our competitors’ Star ratings, or if quality-based bonus payments are reduced or eliminated, we may experience a negative impact on our revenues and the benefits that our plans can offer, which could materially and adversely affect the marketability of our plans, our membership levels, results of operations, financial condition, andor cash flows. Similarly, if we fail to meet or exceed any performance standards imposed by state Medicaid programs in which we participate, we may not receive performance-based bonus payments, we may incur penalties, or we may lose our Medicaid contract which may also result in a loss to our Medicare contract if it is a HIDE or FIDE D-SNP.

We are periodically subject to government audits, including CMS RADV audits of our Medicare D-SNP plans to validate diagnostic data, patient claims, and financial reporting. These audits could result in significant adjustments in payments made to our health plans, particularly if it is an audit which involves extrapolation, which could adversely affect our financial condition and results of operations. If errors are identified during a RADV audit, or it is otherwise determined that we fail to comply with applicable laws and regulations, we could be subject to fines, civil penaltiespenalties, or other sanctions, which could have a material adverse effect on our ability to participate in these Molina Healthcare, Inc. 2025 Form 10-K | 29 programs, and on our financial condition, cash flowsflows, andor results of operations. In addition, if a D-SNP or MMP plan pays minimum medical loss ratio (“MLR”) rebates for three consecutive years, such plan will become ineligible to enroll new members.

•Membership of 5.5 million at December 31, 2024,2025, mainlydown reflectingslightly compared to the prior year, despite the impact of our growth initiatives, whichdue partially offsetto the impact of Medicaid redeterminations;

•Consolidated medical care ratio (“MCR”) of 89.1%,91.7%, compared to 88.1%89.1% in 20232024, reflecting a challenging medical cost trend environment in all our segments;

•General and administrative expense ratio (“G&A ratio”) of 6.7%,6.6%, which decreased from 7.2%6.7% in 20232024; and

•After-taxPre-tax margin of 2.9%,1.3%, compared to 3.2%3.9% in 2023.2024.

(3)After-taxPre-tax margin represents netincome before income tax expense as a percentage of total revenue.

Premium revenue increased $6.1$4.4 billion, or 19%,11%, in 2024,2025, when compared with 2023.2024. The higher premium revenue mainly reflects the impactConnectiCare acquisition that closed in the first quarter of a balanced combination of the new2025, Medicaid contractrate wins,increases, acquisitions,an increase in Marketplace membership resulting from our product and pricing strategy, and growth in our current footprint, partially offset by the impact of Medicaidlower redeterminations.membership in Medicaid.

PriorThe impact of prior year reserve development has been favorable in 2024,2025 butwas its impact on earnings has been mostlypartially absorbed by minimum MLRs and medical cost corridors.corridors and was ultimately not material to our consolidated MCR.

Investment income increaseddecreased to $420 million in 2025, compared with $452 million in 2024,2024. comparedThe withdecrease $394was millionmainly attributable to a decline in 2023.prevailing Theinterest increaserates wasand primarilyinvestment driven by an increase in invested assets.yields.

Other revenue increased slightlyamounted to $91 million in 2025, compared with $85 million in 2024, compared with $80 million in 2023.2024. Other revenue mainly includes service revenue associated with long-term services and supports consultative services we provide in Wisconsin.

The G&A ratio was 6.7%6.6% in 2024,2025, compared to 7.2%6.7% in 2023.2024. The decrease in G&A ratio in 2024 reflects operating discipline, including labor cost management and vendor management, and the continued benefit of fixed costoperating leverage as we grow our business, partiallyand offsetreduced byincentive newcompensation businesstied implementationto costslower associated with the Nebraskaactual and Californiaexpected Medicaid contracts that started in January 2024 and the New Mexico Medicaid contract that started on July 1, 2024.performance.

Depreciation and amortization wastotaled $195 million in 2025, compared with $186 million in 2024, compared with $171 million in 2023.2024. The increase is due to impactsthe impact of the MyConnectiCare Choiceacquisition Wisconsinthat andclosed Brightin Healththe Medicarefirst acquisitions.quarter of 2025.

Income tax expense amounted to $410$117 million in 2024,2025, or 25.8%19.8% of pretax income, compared with income tax expense of $373$410 million in 2023,2024, or 25.5%25.8% of pretax income. The difference in the effective tax rate is primarily due to an increase in tax benefits related to transferable federal tax credits, decreases in nondeductible expenses and state and local income taxestaxes, and differences in discrete tax benefitsitems recognized in the respective periods, net of a decrease in nondeductible expenses.periods.

We currently have four reportable segments consisting of: 1) Medicaid; 2) Medicare; 3) Marketplace; and 4) Other.

The Medicaid, Medicare, and Marketplace segments represent the government-funded or sponsored programs under which we offer managed healthcare services. The Other segment, which is insignificant to our consolidated results of operations, includes long-term services and supports consultative services in Wisconsin.Wisconsin and the commercial portion of the business acquired in connection with the ConnectiCare transaction that closed effective February 1, 2025.

The key metrics used to assess the performance of our Medicaid, Medicare, and Marketplace segments are premium revenue, medical margin and medical care ratio (“MCR”). MCR represents the amount of medical care costs as a percentage of premium revenue. Therefore, the underlying medical margin, or the amount earned by the Medicaid, Medicare, and Marketplace segments after medical costs or service costs are deducted from premium revenue, represents the most important measure of earnings reviewed by management, and is used by our chief executive officer, who is our chief operating decision maker, to review results, assess performance, and allocate resources. TheSuch keyoversight and decision making includes, among others, pricing, approving capital expenditures, and identifying growth opportunities. We do not report total assets by segment since this is not a metric used to assess thesegment performance ofor ourallocate Other segment is service margin. The service margin is equal to service revenue minus cost of service revenue.resources.

For a discussion of the trends, uncertainties and other developments that affected our reportable segments, refer to “Item 1. Business—Our Business,” “—Trends and Uncertainties,” “—Legislative and Political Environment,” “—Operations—Medical Management,” and “—Regulation.”

The Medicaid medical margin ofdecreased our Medicaid program increased $6$327 million in 2024,2025, when compared with 2023.2024. The change was driven by the impact of increased premium revenues associated with the membership growth discussed above, partially offset by an increase in the MCR, as discussed below.below, partially offset by the impact of increased premium revenues discussed above.

Medicare premium revenue increased $1.4$693 billion,million, or 33%,13%, in 20242025 compared to 2023.2024. The increase was primarily duereflects tomembership growth associated with the BrightConnectiCare Healthacquisition, Medicarepartially acquisitionoffset that closed on January 1, 2024,by the impact of our exit from MAPD and D-SNP membership expansion and organic membership growth in existingthirteen states,states andin increased premiums that are more commensurate with the acuity of our population.2025.

This Quarterly Report on Form 10-Q (this “Form 10-Q”) contains forward-looking statements. We intend such forward-looking statements to be covered under the safe harbor provisions for forward-looking statements contained in Section 27A of the Securities Act of 1933, or Securities Act, and Section 21E of the Securities Exchange Act of 1934, or Securities Exchange Act. Many of the forward-looking statements are located under the heading “Management’s Discussion and Analysis of Financial Condition and Results of Operations.” Forward-looking statements provide current expectations of future events based on certain assumptions, and all statements other than statements of historical fact contained in this Form 10-Q may be forward-looking statements. In some cases, you can identify forward-looking statements by words such as “guidance,” “future,” “anticipates,” “assumes,” “believes,” “embedded,” “estimates,” “expects,” “growth,” “intends,” “plans,” “predicts,” “projects,” “will,” “would,” “could,” “can,” “may,” or the negative of these terms or other similar expressions. Forward-looking statements contained in this Form 10-Q include, but are not limited to, statements regarding our future results of operations and financial position, industry and business trends, legislative and regulatory developments and their potential impact, business strategy, strategic transactions and commercial arrangements, market and offering changes, membership, medical cost and market trends and our objectives for future operations. Readers are cautioned not to place undue reliance on any forward-looking statements, as the future is inherently unpredictable. Thus, forward-looking statements are not guarantees of future performance and the Company’s actual results may differ significantly due to numerous known and unknown risks and uncertainties.

•Medicaid, Medicare, or Marketplace capitation rates that are insufficient to fully cover our medical care costs and/or the rates of utilization and the health acuity status of our members, including without limitation inpatient and outpatient costs, pharmacy costs, and behavioral health care costs, and insufficient rate increases that do not keep pace with anor acceleratingcatch up to the medical care cost trend;

•federal or state legislative or regulatory changes, including changes effected by, or negative public perceptions of the Medicaid program created by, the One Big Beautiful Bill Act, or changes effected through Executive Orders,Orders or HHS/CMS administrative agency rulemaking with regard to the Medicaid, Medicare, or Marketplace programs, including potential reductions in Medicaid funding, political pressures directed at the health insurance industry regarding managed care and prior authorization practices, advocacy for and potential implementation of aspects of the so-called Great Healthcare Plan, changes to the federal matching percentage paid to states, the implementation of Medicaid work requirements, block grants or per capita caps, the reduction or elimination of provider taxes, uncertainty regarding the status or effect of Marketplace subsidies, the implementation of new program integrity rules, insufficient Medicare Advantage rate adjustments, new rules pertaining to Medicare Risk Adjustment Data Validation, or amendments of the Affordable Care Act (“ACA”);

•budget pressures on state governmentsgovernments, CMS’ withholding of FMAP payments to states based on allegations of fraud, and states’ efforts to reduce rates and limit rate increases to avoid budget deficits;

•the success of the scaling up of our operations in new states in connection with request for proposal wins, including our new Florida Kids program contract and operations, and the satisfaction of all readiness review requirements under the new Medicaid contracts;

Molina Healthcare, Inc. MarchJune 31,30, 2026 Form 10-Q | 1920

•the transition of Medicare-Medicaid pilot programs in California, Illinois, Michigan, Ohio, South Carolina, and Texas serving those dually eligible for both Medicare and Medicaid, the increasing integration of Medicare and Medicaid programmatic and compliance requirements, and the extension or incorporation of federal Medicare requirements developed by the Centers for Medicare and Medicaid Services (“CMS”) into state-administered Medicaid programs;

•fraud, waste and abuse matters, including the recent expressions of a federal crackdown on Medicaid fraud in certain of the states in which we operate, government audits, reviews, investigations, or investigations, comment letters, and any fine, sanction, enrollment freeze, debarment, corrective action plan, monitoring program, or premium recovery that may result therefrom;

Each of the terms “Molina Healthcare, Inc.” “Molina Healthcare,” “Company,” “we,” “our,” and “us,” as used herein, refers collectively to Molina Healthcare, Inc. and its wholly owned subsidiaries, unless otherwise stated. The forward-looking statements in this Form 10-Q are based upon information available to us as of the date of this Form 10-Q, and while we believe such information forms a reasonable basis for such statements, such information may be limited or incomplete, and our statements should not be read to indicate that we have conducted an exhaustive Molina Healthcare, Inc. MarchJune 31,30, 2026 Form 10-Q | 2021 inquiry into, or review of, all potentially available relevant information. We qualify all of our forward-looking statements by these cautionary statements. These forward-looking statements speak only as of the date of this Form 10-Q. The Company assumes no obligation to revise or update any forward-looking statements for any reason, except as required by law.

Molina Healthcare, Inc. MarchJune 31,30, 2026 Form 10-Q | 2122

Molina Healthcare, Inc., a FORTUNE 500 company, provides managed healthcare services under the Medicaid and Medicare programs, and through the state insurance marketplaces (the “Marketplace”). We served approximately 5.04.9 million members as of MarchJune 31,30, 2026, located across 21 states.

FIRSTSECOND QUARTER 2026 HIGHLIGHTS

We reported net income of $14$60 million, or $0.27$1.19 per diluted share, for the firstsecond quarter of 2026, which reflected the following:

•Membership of 5.04.9 million at MarchJune 31,30, 2026, which decreased 718,000,820,000, or 12%,14%, compared with MarchJune 31,30, 2025, primarily due to general market contraction in Medicaid, the expiration of our Medicaid Virginia contract, and a decrease in Marketplace membership resulting from our product and pricing strategy;

•Premium revenue of $10.2 billion, which decreased 4%6% compared with the firstsecond quarter of 2025, mainly reflects the impact of lower membership, partially offset by rate updates that went into effect during the quarter;

•Consolidated medical care ratio (“MCR”) of 91.1%92.2% compared with 89.2%90.4% for the firstsecond quarter of 2025, reflecting strong operating performance even as we continue to navigate a challenging medical cost environment;

•General and administrative expense (“G&A”) ratio of 7.2%,6.7%, compared with 6.9%6.2% for the firstsecond quarter of 2025, duereflecting tothe timingimpact of certainlower premium revenues and continued operating expensesdiscipline; and

Molina Healthcare, Inc. MarchJune 31,30, 2026 Form 10-Q | 2223

Net income in the firstsecond quarter of 2026 amounted to $14$60 million, or $0.27$1.19 per diluted share, compared with $298$255 million, or $5.45$4.75 per diluted share, in the firstsecond quarter of 2025. OperatingNet income decreased to $83 million in the firstsix quartermonths ofended 2026,June 30, 2026 amounted to $74 million, or $1.46 per diluted share, compared with $433$553 millionmillion, or $10.19 per diluted share, in the firstsix quartermonths ofended June 30, 2025.

Molina Healthcare, Inc. MarchJune 31,30, 2026 Form 10-Q | 2324

The change in operating income was mainly due to the impact of lower premium revenue, the increase in MCR, and the $93 million impairment charge related to our planned exit of the MAPD product in 2027.2027 that was recorded in the first quarter of 2026.

Premium revenue decreased $456$624 million, or 4%,6%, in the firstsecond quarter of 2026, when compared with the firstsecond quarter of 2025, and decreased $1.1 billion, or 5%, in the six months ended June 30, 2026, when compared with the six months ended June 30, 2025. The lower premium revenue in both periods reflects the impact of lower Medicaid membership due to general market contraction, the expiration of our Medicaid Virginia contract, and a decrease in Marketplace membership resulting from our product and pricing strategy,membership, partially offset by rate updates that went into effect during the quarter.updates. See further discussion in “Reportable Segments—Segment Financial Performance,” below.

The consolidated MCR wasin 91.1%the second quarter of 2026 increased to 92.2%, compared with 90.4% in the firstsecond quarter of 2026,2025, or 180 basis points, and 89.2%the consolidated MCR in the firstsix quartermonths ofended 2025.June 30, 2026 increased to 91.6%, compared with 89.8% MCR for the six months ended June 30, 2025, or 180 basis points. The increase in both periods reflects a higher MCR in all of our segments, reflecting strong operating performance even as we continue to navigate a challenging medical cost environment. See further discussion in “Reportable Segments—Segment Financial Performance,” below.

The impact of prior year reserve development in the firstsix quartermonths ofended June 30, 2026 was mostly absorbed by minimum MLRs and medical cost corridors.

The premium tax ratio (premium tax expense as a percentage of premium revenue plus premium tax revenue) was 4.7% and 3.5%3.8% for the firstsecond quarter of 2026 and 2025, respectively, and 4.7% and 3.7% for the six months ended June 30, 2026 and 2025, respectively. The current year ratio increasechanges waswere mainly due to state mix changes in our Medicaid segment.

Investment income wasdecreased $98to $101 million in the firstsecond quarter of 2026, compared with $108$106 million in the firstsecond quarter of 2025, respectively.and decreased to $199 million in the six months ended June 30, 2026, compared with $214 million in the six months ended June 30, 2025. The decrease was mainly attributable to a decline in prevailing interest rates and investment yields.

Other revenue amounted to $22$24 million in the firstsecond quarter of 2026, compared with $23$22 million in the firstsecond quarter of 2025, and totaled $46 million in the six months ended June 30, 2026, compared with $45 million in the six months ended June 30, 2025. Other revenue mainly includes service revenue associated with long-term services and supports consultative services we provide in Wisconsin.

Depreciation and amortization was $39$40 million in the firstsecond quarter of 2026, compared with $48$58 million in the firstsecond quarter of 2025, and was $79 million in the six months ended June 30, 2026, compared with $106 million in the six months ended June 30, 2025. The decrease is due to certain intangibles becoming fully amortized.

Other operating expenses totaleddecreased $28by $5 million in the firstsecond quarter of 20262026, compared towith $25the second quarter of 2025, and decreased by $2 million in the firstsix quartermonths ofended June 30, 2026, compared with the six months ended June 30, 2025. Other operating expenses primarily include service costs associated with long-term services and supports consultative services we provide in Wisconsin, as noted above.

Interest expense totaledwas $54 million and $48 million in the firstsecond quarter of 2026 and was2025, $43respectively, and $108 million inand $91 million for the firstsix quartermonths ofended 2025.June 30, 2026 and 2025, respectively. The increase is mainly attributable to the issuance of $850 million of notes in November 2025.

Income tax expense amounted to $15$31 million in the firstsecond quarter of 2026, or 52.8%33.5% of pretax income, compared with income tax expense of $92$70 million, or 23.7%21.5% of pretax incomeincome, in the firstsecond quarter of 2025. Income tax expense amounted to $46 million in the six months ended June 30, 2026, or 38.1% of pretax income, compared with income tax expense of $162 million, or 22.7% of pretax income, in the six months ended June 30, 2025. The difference in the Molina Healthcare, Inc. March 31, 2026 Form 10-Q | 24 effective tax rate is due to the impact of nondeductible expenses and unfavorable discrete tax items as a percentage of lower pretax income in 2026, net of a decrease in state and local income taxes.

The President signed the OBBBA into law in July 2025, which contains changes to the Medicaid and Marketplace programs. For Medicaid, the law requires states to establish work requirements, more frequent redeterminations, and cost sharing for the Expansion program over the period from 2027 to 2029, among other modifications. These changes are expected to reduce enrollment in state Medicaid programs, but the timing and magnitude of the reductions may vary by state depending on how quickly states implement the changes, as well as macroeconomic factors since some changes are subject to suspension in case of increases in local unemployment rates. We currently estimate the reduction in enrollment will beemerge gradually and reduce premium 2% to 3% annually through 2029, primarily in the range of 15% to 20% by 2029 on 1.2 million members in our Medicaid Expansion population,Expansion, and any acuity shiftsshift should be modestminor and gradual. An estimated two-thirds of our Expansion members already work in some capacity. The law also reduces revenues that states can raise through provider taxes to finance their share of Medicaid spending and limits payments to Medicaid providers to 100 percent of the mandated Medicare rate for Expansion states and 110 percent of the Medicare rate for non-Expansion states. These changes are scheduled to begin in 2028, and we expect they may take 5 to 1510 years to be fully implemented. Their impact is uncertain at this time and will depend on how states may adapt their future tax and Medicaid funding policies in response.

The law limits which legal aliens may be eligible for Marketplace premium tax credits (“PTCs”) and will require pre-enrollment eligibility verification for enrollees to receive PTCs. These changes are planned to be phased in over the period from 2026 to 2028 and are expected to reduce national Marketplace enrollment as well.

In June 2025, the Department of Health and Human Services (“HHS”) finalized the Marketplace Program Integrity and Affordability Rule. The rule, among other changes, shortens the OEPopen enrollment period starting in 2027, eliminated the special enrollment period (“SEP”) for people with incomes at or below 150% federal poverty level, and tightened eligibility verification requirements for all enrollees. Certain provisions of the Marketplace Program Integrity and Affordability Rule have been subject to legal challenges and stayed pending a final ruling. The Notice of Benefit and Payment Parameters (“NBPP”) ProposedFinal Rule for the 2027 plan year reintroduces updated versions of certain of the stayed provisions, which could significantly impact the MarketplaceMarketplace. ifCertain theseof the provisions arehave adopted.been Thesubject to legal challenge, and the outcome of thethese legal challenges and the long term impacts of the Marketplace Program Integrity and Affordability Rule and the NBPP Proposed Rule are uncertain.

Wisconsin Procurement—Medicaid. In August 2025, the Wisconsin Department of Health Services awarded a contract to provide services under the Family Care and Family Care Partnership programprograms in its Geographic Service Regions 2 and 7 to our Wisconsin health plan. The contract commenced on January 1, 2026 and is expected to have a duration of two years, with an option for three two-year extensions.

Nevada Procurement—Medicaid. In March 2025, the Nevada Department of Health and Human Services Division of Health Care PolicyFinancing and FinancingPolicy issuedawarded a notice of intent to award Medicaid and Children’s Health Insurance Program managed care contracts to our Nevada health plan. The new contract will cover Urban Clark and Urban Washoe. The new contract commenced on January 1, 2026 and will run through December 31, 2030, with one two-year extension.

Illinois Procurement—Medicare. In March 2025, the Illinois Department of Healthcare and Family Services awarded a contract to provide a Fully Integrated Dual Eligible Special Needs Plan to our Illinois health plan. This contract will Molina Healthcare, Inc. March 31, 2026 Form 10-Q | 25 replace the state’s Medicare-Medicaid Alignment Initiative demonstration program. The new contract commenced on January 1, 2026. The contract is expected to have an initial term of four years, with the option to extend the contract from the initial term so long as the total contract term does not exceed ten years.

Medicaid. We now expect our Medicaid enrollment to decrease in 2026, to a total of 4.5 million members by the end of the year, due to general market contraction. We previously estimated our enrollment to be flat compare to 2025. The associated revenue loss from the additional member attrition is expected to be offset by higher revenue in Marketplace, as discussed below.

Medicare. We continue to expect our Medicare enrollment to decrease by approximately 12% in 2026, including further reductions in MAPD membership aimed at improving margins to a total of 230,000 members by the end of the year, including 80,000 MAPD members, due to strategic positioning.year. In 2026, we are participating in Medicare in all our markets except Florida.

As of MarchJune 31,30, 2026, we served approximately 5.04.9 million members eligible for Medicaid, Medicare, and other government-sponsored healthcare programs for low-income families and individuals, including Marketplace members, most of whom receive government premium subsidies.

We currently have four reportable segments consisting of: 1) Medicaid; 2) Medicare; 3) Marketplace; and 4) Other.

Molina Healthcare, Inc. MarchJune 31,30, 2026 Form 10-Q | 2628