MOLINA HEALTHCARE, INC. (MOH) Business

Item 1. BUSINESS

OVERVIEW

ABOUT MOLINA HEALTHCARE

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”). Molina was founded in 1980 as a provider organization serving low-income families in Southern California and reincorporated in Delaware in 2002. We served approximately 5.5 million members as of December 31, 2025, located across 21 states.

Our business footprint, as of December 31, 2025, is illustrated below.

FINANCIAL HIGHLIGHTS

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(1)Medical care ratio represents medical care costs as a percentage of premium revenue.

OUR SEGMENTS

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 and the

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commercial portion of the business acquired in connection with the ConnectiCare transaction that closed effective February 1, 2025.

Refer to Notes to Consolidated Financial Statements, Note 16, “Segments,” for further information, including segment revenue and profit information.

SEGMENT MEMBERSHIP

The following table summarizes our membership by segment as of the dates indicated:

SEGMENT PREMIUM REVENUE

The following table presents our consolidated premium revenue by segment for the periods indicated:

MISSION

Our mission is to improve the health and lives of our members by delivering high-quality health care.

VISION

We will distinguish ourselves as the low-cost, most effective and reliable health plan delivering government-sponsored care.

STRATEGY

Our long-term growth strategy remains unchanged, as we continue to be a pure-play government-sponsored healthcare business, which provides us with opportunities to compete in high-growth, synergistic market segments with attractive and sustainable margins. Our strategic priorities include:

•Growing our core businesses organically and growing inorganically through accretive acquisitions;

•Providing low-cost health plans to our state and federal customers, and members in Medicaid, Medicare, and Marketplace programs;

•Providing our members with high quality and appropriate access to care, including effective and appropriate access to care at the right time and in the right setting;

•Offering our state and federal customers, members, and providers reliable service and a seamless experience; and

•Returning excess capital to shareholders, for example, in the form of targeted share repurchase programs.

We review our strategy annually, and we assess our changing environment, risks within our portfolio, and the adequacy of our capabilities to confirm our plan and how we will execute it.

•Environment. Environmental forces influencing growth and margins are largely unfavorable in the short term. Medicaid enrollment has declined due to eligibility redetermination, and the remaining higher-risk population mix, and higher utilization, has led to elevated cost trends that have significantly outpaced rates

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in 2024 and 2025. Medicaid will continue to be challenged, as rate changes typically lag changes in cost trends, and the One Big Beautiful Bill Act (“OBBBA”) is expected to drive a 15% to 20% reduction on 1.2 million members in our Medicaid Expansion membership and a further medical cost acuity shift during the next two to three years. The integration of Medicaid and Medicare for dual-eligible members in many states poses an opportunity and a threat. The expiration of subsidies in Marketplace in 2025 will lead to a reduction in membership and result in an adverse acuity shift in the overall market risk pool. Program integrity initiatives will also be a contributing factor to Marketplace membership reduction.

•Retrospective. We have confidence that we can continue to execute our strategic plan, despite the significant environmental challenges presented in the near term of rapidly escalating medical care costs and utilization. We have achieved 18% revenue growth from 2019 to 2025. We have achieved a 90% re-procurement win rate for Medicaid requests for proposal (“RFP”) representing $14 billion in retained revenue and an 80% new contract win rate worth $20 billion in premium, and we have completed acquisitions totaling more than $10 billion of revenue during this period.

•The Plan. Our overall strategy is generally unchanged, but near-term growth opportunities have declined slightly compared to prior years; our long-term premium revenue growth target, however, remains at 11% to 13%. We continue to fuel our growth engines and are on pace to surpass the $50 billion premium revenue mark in 2027. Our proven record of RFP success makes us confident in our ability to retain current revenue and to pursue most new state opportunities with a continued high win rate. We remain opportunistic about deploying capital to accretive acquisitions. The current challenging operating environment has been a catalyst for many smaller and less diverse health plans to consider their strategic options. Our long-term net income growth target is 11% to 13%.

•How We Will Execute. We are promoting strong medical and general and administrative (“G&A”) cost management to drive attractive and sustainable margins. We are advancing capabilities to drive medical cost efficiencies with a focus on high-acuity populations, including care management, value-based contracting, payment integrity, and centers of excellence for behavioral health, pharmacy, and Long-Term Services and Supports (“LTSS”). As part of our operating enhancements, we are making appreciable investments in deploying artificial intelligence (“AI”) tools to enhance effectiveness and create efficiency. We are focused on continuing to maintain a strong capital foundation and retaining enough flexibility to execute on all three pillars of our capital allocation strategy.

KEY DEVELOPMENTS

We are pleased with the continued success of our profitable growth strategy in 2025, which included strong performance on Medicaid state procurements in 2025, and the ConnectiCare acquisition that we closed as of February 1, 2025. Collectively, newly reported RFP successes and acquisitions in 2025 represent nearly $9 billion of incremental annual premium revenue. More detail on recent developments and accomplishments relating to our growth strategy is presented below:

Idaho Procurement—Medicaid and Medicare. Our new contract with the Idaho Department of Health and Welfare commenced on January 1, 2026.

Michigan Procurement—Medicare. Our new contract commenced on January 1, 2026 in select regions.

Massachusetts Procurement—Medicare. Our new contract commenced on January 1, 2026.

Ohio Procurement—Medicare. Our new contract commenced on January 1, 2026.

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 program 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.

In May 2024, the Wisconsin Department of Health Services awarded a contract to provide services under the Family Care and Family Care Partnership program in its Geographic Service Region 5 to our Wisconsin health plan. The contract commenced on January 1, 2025, 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 Policy and Financing issued 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.

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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 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.

Florida Procurement—Medicaid. In November 2025, the Florida Agency for Health Care Administration issued a Notice of Agency Decision that it intends to award our Florida health plan a contract to provide Statewide Medicaid Managed services to enrollees of the Title XIX and Title XXI Children’s Medical Services Program (“Florida Kids”). We are the sole plan selected and expect to serve approximately 120,000 enrollees. The contract start date has not been determined, but the term of the contract is expected to continue through December 31, 2030.

Mississippi Procurement—Medicaid. Our new contract with the Mississippi Division of Medicaid commenced on July 1, 2025.

Connecticut Acquisition—Marketplace and Medicare. Effective February 1, 2025, we closed on our acquisition of ConnectiCare Holding Company, Inc. (“ConnectiCare”), a wholly owned subsidiary of EmblemHealth, Inc. ConnectiCare is a leading health plan in the state of Connecticut serving approximately 140,000 members across Marketplace, Medicare, and certain commercial products. The purchase price for the transaction was $350 million.

Florida Procurement—Medicaid. In July 2024, we were notified that the Florida Agency for Healthcare Administration awarded a Medicaid managed care contract to our Florida health plan. The contract commenced on February 1, 2025 and will run through December 31, 2030.

Virginia Procurement—Medicaid. In April 2024, the Virginia Department of Medical Assistance Services (“DMAS”) issued a notice of intent to award which did not include our Virginia health plan as an awardee for its Cardinal Care Managed Care (“CCMC”) 2.0 procurement. We exercised our right to protest that decision, but DMAS upheld its issued notice of intent to award. We filed a legal action in Virginia Circuit Court over DMAS’s decision not to award a CCMC 2.0 contract to our Virginia health plan, but we withdrew such action in May 2025. As result, our contracts with DMAS terminated effective June 30, 2025.

CAPITAL MANAGEMENT

Continued management of our cash, investments, and capital structure is enabling us to meet the short- and long-term objectives and obligations of our business while maintaining liquidity and financial flexibility. We have continued to execute a capital plan that has produced a strong and stable balance sheet, with a simplified capital structure, which resulted in the following accomplishments in 2025:

•Our regulated health plans paid $985 million in total dividends to the parent company, representing cash in excess of their capital needs.

•In November 2025, we completed the private offering of $850 million aggregate principal amount of 6.500% senior notes due 2031. We used the net proceeds for repayment of $740 million in existing term loan debt and for general corporate purposes. We also refinanced the existing revolving credit facility with a $1.25 billion facility, with a five-year term ending on November 20, 2030. All bond maturities are long dated on average 5 years, and our weighted average cost of fixed debt is at 5.0%.

•In the first and third quarters of 2025, we completed purchases of our common stock pursuant to stock purchase programs authorized by our board of directors in October 2024 and April 2025, respectively. Under these programs, pursuant to Rule 10b5-1 trading plans, we:

◦Purchased approximately 1,679,000 shares for $500 million in the first quarter of 2025 (average cost of $297.83 per share).

◦Purchased approximately 2,849,000 shares for $500 million in the third quarter of 2025 (average cost of $175.50 per share).

OUR BUSINESS

MEDICAID

Overview

Medicaid was established in 1965 under the U.S. Social Security Act to provide healthcare and long-term services and support to low-income Americans. Although jointly funded by federal and state governments, Medicaid is a state-operated and state-implemented program. States have significant flexibility to structure their own programs in terms of eligibility, benefits, delivery of services, and provider payments, subject to federal laws and regulations. The

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federal government guarantees matching funds to states for qualifying Medicaid expenditures based on each state’s federal medical assistance percentage (“FMAP”). The approximate average FMAP across all jurisdictions is 60% and varies inversely with average personal income in the state. Most states have contracted with managed care plans to provide Medicaid services to beneficiaries, seeking to increase budget predictability, constrain spending, improve access to care and value, and meet other objectives.

We expect our Medicaid enrollment to be flat in 2026 compared to 2025. We expect modest contraction in our current footprint as some states continue to review membership eligibility to be offset by the implementation of the new Florida Kids contract that we expect to commence starting in the fourth quarter of 2026.

We participate in the following Medicaid programs:

•Temporary Assistance for Needy Families (“TANF”) – The most common Medicaid program, covers primarily low-income families with children.

•Medicaid Aged, Blind or Disabled (“ABD”) – ABD programs cover low-income persons with chronic physical disabilities or behavioral health impairments. ABD beneficiaries typically use more services than those served by other Medicaid programs because of their critical health issues.

•Children’s Health Insurance Program (“CHIP”) – CHIP is a joint federal and state matching program that provides healthcare coverage to children whose families earn too much to qualify for Medicaid coverage. States have the option of administering CHIP through their Medicaid programs.

•Medicaid Expansion – For states that have elected to participate, Medicaid Expansion provides eligibility to most low-income individuals under age 65 with incomes at, or below 138% of the federal poverty line.

•LTSS – LTSS programs cover a range of medical and personal care assistance that people may need for weeks, months, or years, when they have trouble completing self-care tasks because of aging, chronic illness, or disability. Such services include, but are not limited to, nursing facility care, adult daycare programs, home health aide services, personal care services, transportation, and supported employment as well as assistance provided by a family caregiver.

Contracts

States contracting with health plans to provide services for Medicaid beneficiaries typically select health plans by using a formal bid process and award contracts to successful responsive bidders. Our state Medicaid contracts typically have terms of three to five years, contain renewal options that can be exercised by the state Medicaid agency, and allow either the state or the health plan to terminate the contract with or without cause. States may issue RFPs to competitively rebid contracts to other health plans, and if one of our health plans is not a successful responsive bidder to such RFPs, its contract may not be renewed.

In addition to contract renewal, our state Medicaid contracts may be periodically amended to include or exclude certain health benefits, such as pharmacy services, behavioral health services, or long-term care services, or populations such as the ABD; and regions or service areas.

Status of Significant Contracts

Our Medicaid premium revenue constituted 75% of our consolidated premium revenue in the year ended December 31, 2025. Our Medicaid contracts with the states of California, New York, Texas, and Washington each accounted for approximately 10% or more of our consolidated Medicaid premium revenues in the year ended December 31, 2025. The current status of each of these contracts is described below.

California. The three California Department of Health Care Services Medi-Cal contracts and plan-to-plan subcontract for Los Angeles County commenced on January 1, 2024, which enabled us to continue serving Medi-Cal members in Los Angeles, Riverside/San Bernardino, Sacramento, and San Diego counties and significantly expanded our footprint in Los Angeles County. Our California Medicaid contracts represented premium revenue of approximately $4,170 million, or 13%, of our consolidated Medicaid premium revenue in 2025.

New York. Our presence in New York increased substantially after completion of several acquisitions in 2020 through 2022. We serve Medicaid members in 28 counties in New York. We also have a specialty managed care organization that provides long-term care services at home or in the community for those who are chronically ill or disabled in The Bronx, New York City, Queens, Brooklyn, Nassau, Westchester, and Suffolk counties. Our New York Medicaid contracts represented premium revenue of approximately $3,221 million, or 10%, of our consolidated Medicaid premium revenue in 2025.

Texas. Our new contract for the Texas STAR+PLUS program commenced on September 1, 2024, retaining our entire existing footprint in each of Bexar, Dallas, El Paso, Harris, Hidalgo, Jefferson, Northeast Texas, and Tarrant service areas and grew our market share. In the first quarter of 2024, we were notified of the Texas Health and

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Human Services Commission’s intent to award us a contract for TANF and CHIP (known in Texas as the STAR & CHIP programs, and both existing contracts for Molina), expanding our footprint, and expecting to grow our market share. The expected start of operations and other final contract terms are still pending. Our Texas Medicaid contracts represented approximately $5,735 million, or 18%, of consolidated Medicaid premium revenue in 2025.

Washington. Our managed care contract with the Washington State Health Care Authority (“HCA”) covers all ten regions of the state’s Apple Health Integrated Managed Care program, and was effective through December 31, 2025. HCA has renewed the contract through December 31, 2026, with a further renewal expected for 2027. HCA is expected to re-procure for Medicaid with an anticipated release of an RFP no earlier than fourth quarter of 2026, with an expected contract effective date of January 1, 2028. Our Washington Medicaid contract represented approximately $4,194 million, or 13%, of consolidated Medicaid premium revenue in 2025.

A loss of any of our significant Medicaid contracts could have a material adverse effect on our business, financial condition, cash flows, or results of operations.

Basis for Premium Rates

State government agencies pay our Medicaid health plans per-member per-month (“PMPM”) rates that vary by state, line of business, demographics and, in most instances, health risk factors, in return for providing services to members and assuming the associated medical and administrative cost risks. Premium rates are subject to each state’s annual appropriation process and may vary between states and among various government programs. Molina arranges, pays for, and manages healthcare services provided to Medicaid beneficiaries in exchange for the premiums received. Therefore, our health plans are at risk, and we employ advocacy efforts to help ensure that rates are sufficient to cover prevailing medical cost trends. Centers for Medicare & Medicaid Services (“CMS”) requires these rates to be actuarially sound.

Member Enrollment and Marketing

Most states allow eligible Medicaid members to select the Medicaid plan of their choice; however, Medicaid marketing efforts are regulated, and states impose requirements for, or restrictions on, Medicaid sales and marketing. Members that do not choose a plan are subject to auto-assignment, as described below.

Our Medicaid health plans may benefit from auto-assignment of individuals who do not choose a plan, but for whom participation in managed care programs is mandatory. Each state differs in its approach to auto-assignment, but one or more of the following criteria is typical in auto-assignment algorithms: a Medicaid beneficiary's previous enrollment with a health plan or experience with a particular provider contracted with a health plan; enrolling family members in the same plan; a plan's quality or performance status; a plan’s network and enrollment size; plans with the lowest bid in a county or region; and equal assignment of individuals who do not choose a plan in a specified county or region.

MEDICARE

Overview

Medicare is a federal program that provides eligible persons age 65 and over, and some disabled persons, with a variety of hospital, medical insurance, and prescription drug benefits. Medicare is funded by Congress, and administered by CMS. Medicare beneficiaries may enroll in a Medicare Advantage plan, under which managed care plans contract with CMS to provide benefits that are comparable to original Medicare. Since 2006, Medicare beneficiaries have had the option of selecting a prescription drug benefit from an existing Medicare Advantage plan. The drug benefit, available to beneficiaries for a monthly premium, is subject to cost-sharing depending upon the specific benefit design of the selected plan.

Over 12 million low-income elderly and disabled people qualify for both the Medicare and Medicaid programs (“dual eligible” individuals). These beneficiaries are more likely than other Medicare beneficiaries to be frail, live with multiple chronic conditions, and have functional and cognitive impairments. Medicare is their primary source of health insurance coverage. Medicaid supplements Medicare by paying for services not covered by Medicare, such as dental care and long-term care services and supports, and by helping to cover Medicare’s premiums and cost-sharing requirements. Together, these two programs help to shield very low-income Medicare beneficiaries from potentially unaffordable out-of-pocket medical and long-term care costs. New requirements from CMS aim to enhance the integration of Medicare and Medicaid to simplify administration and improve care for dual eligible individuals and require all D-SNPs affiliated with Medicaid managed care organizations to operate with exclusively aligned enrollment beginning in 2027. Our overlapping Medicaid and Medicare market presence positions us well, and we are focused on continued operational restructuring, assessing enrollment alignment and communicating effectively with members to support our long-term growth opportunities.

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We expect our Medicare enrollment to decrease by approximately 12% in 2026, to a total of 230,000 members by the end of the year, including 80,000 Medicare Advantage-Part D (“MAPD”) members, due to strategic positioning. In 2026, we are participating in Medicare in all our markets except Florida.

We participate in the following Medicare programs:

•MAPD – We contract with CMS under the Medicare Advantage program to provide benefits above original Medicare, including cost-sharing and enhanced prescription drug benefits under Part D, that are targeted towards low-income beneficiaries.

•Dual Eligible Special Needs Plan (“D-SNP”) – We contract with CMS to provide benefits above original Medicare, including care coordination complex case management and care management.

•Highly-Integrated Dual Special Needs Plans (“HIDE”) – D-SNP plans that offer a higher level of integration by providing coordinated care and covering LTSS or behavioral health benefits through contracts with state Medicaid agencies.

•Fully-Integrated Dual Special Needs Plans (“FIDE”) – D-SNP plans that provide fully-integrated care coordinated via contracts with CMS and state Medicaid agencies under a single managed care plan.

•Coordination Only (“CO”) D-SNP – We contract with state Medicaid agencies to coordinate the delivery of the Medicaid and Medicare services that meet minimum CMS requirements but do not qualify as a HIDE or FIDE.

•Chronic Special Needs Plan (“C-SNP”) – We contract with CMS to provide benefits for people living with qualifying chronic conditions, such as Diabetes, Chronic heart failure, and cardiovascular disorders.

•Medicare-Medicaid Plans (“MMP”) – These plans provide for coordination of care and deliver services in a more efficient manner, and certain states have undertaken demonstration programs to integrate Medicare and Medicaid services for dual-eligible individuals. Our MMPs are transitioning to other products, as described further below.

Contracts

We enter into MAPD and C-SNP contracts with CMS annually, and for D-SNP, HIDE, FIDE, CO D-SNP, and MMP (collectively, “dual-eligible programs”), we enter into contracts with CMS, in partnership with each state’s department of health and human services. Such contracts typically have terms of one to three years.

Status of MMP Contracts

In May 2022, CMS published a Final Rule, which addressed the termination of the Financial Alignment Initiative Demonstration and provided a pathway for states to transition their MMP programs into an integrated dual eligible special needs plan. Under a provision within the Final Rule, states can maintain their existing MMP through a two-year extension until December 31, 2025, if the applicable state provided CMS with a transition plan by October 1, 2022.

Our California MMP contract expired on December 31, 2022, and many of our California MMP members transitioned to Molina’s California D-SNP products in early 2023. Five other states (Illinois, Michigan, Ohio, South Carolina, and Texas) transitioned their current MMP contracts to integrated D-SNP contracts on January 1, 2026, totaling $1.9 billion in total revenue. We successfully procured standalone D-SNP products in Illinois, Michigan, and Ohio via RFPs and, based on our transition plans and member-crosswalks, we transitioned our members to Molina integrated D-SNP plans by January 1, 2026.

Basis for Premium Rates

Under MAPD, managed care plans contract with CMS to provide benefits, and assume the associated medical and administrative cost risks, in exchange for a fixed PMPM premium payment that varies based on health plan Star Rating and member demographics, including county residence and health status. CMS also considers inflation, changes in utilization patterns and average per capita fee-for-service Medicare costs in the calculation of the fixed PMPM premium payment. Amounts payable to us under the MAPD contracts are subject to annual revision by CMS, including any federal budget cuts or tax changes applicable to Medicare. We elect to participate in each Medicare service area or region on an annual basis.

As mentioned above, MAPD premiums are subject to retroactive increase or decrease based on the health status of our Medicare members, as measured by member risk scores determined pursuant to the CMS risk adjustment model. The data we provide to CMS to determine risk scores is subject to audit by CMS at the contract level, by plan year on an on-going basis. Such risk adjustment data validation (“RADV”) audits can result in retroactive and prospective premium adjustments. We record the estimated impact of audit settlements as a reduction to premium revenues, based upon available information, in the year that CMS determines repayment is required. On January 30, 2023, CMS finalized its approach to RADV audits, including its decision to extrapolate the results of audit

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samples when calculating payment errors, but without comparison of the audit results to a similar audit of the original Medicare program (fee-for-service adjuster, or “FFSA”). CMS had planned to begin extrapolation with audits for the 2018 plan year and, as a result, decided to settle payment errors identified in RADV audits for plan years 2011 through 2017 on a non-extrapolated basis. A recent court ruling vacated the 2023 rule that would have removed the fee-for-service adjuster and allowed for retroactive extrapolation of audit findings. CMS must now decide how to proceed, potentially by appealing the decision or starting a new rulemaking process to justify the removal of the FFSA.

CMS evaluates MAPD plans under its "Star Rating" system, which considers various measures adopted by CMS, including quality of care, preventive services, chronic illness management, coverage determinations and appeals, and customer satisfaction. Plans that perform very well are able to offer enhanced benefits, market more effectively and for longer periods of time than other plans, and obtain quality-bonus payments, with MAPD plans receiving a rating of four or more stars eligible for such payments. The Star Rating system is subject to change annually by CMS, which may make it more difficult to achieve and maintain four stars, or greater.

Member Enrollment and Marketing

Our Medicare members may be enrolled through passive enrollment, as described above in “Medicaid—Member Enrollment and Marketing,” or by enrolling in our plans with the assistance of insurance agents employed by Molina, outside brokers, or via the Internet. Generally, the enrollment period occurs between mid-October and early December for coverage that begins on the following January 1.

Our Medicare marketing and sales activities are regulated by CMS and the states in which we operate. CMS has oversight over all marketing materials used by Medicare Advantage plans, and in some cases has imposed advance approval requirements. CMS generally limits sales activities to those conveying information regarding benefits, describing the operations of our managed care plans, and providing information about eligibility requirements.

We employ our own insurance agents and contract with independent, licensed insurance agents to market our MAPD products. We have continued to expand our use of independent agents because the cost of these agents is largely variable and we believe the use of independent, licensed agents is more conducive to the shortened Medicare selling season and the open enrollment period. The activities of our independent, licensed insurance agents are also regulated by CMS. We also use direct mail, mass media and the Internet to market our MAPD products.

MAPD Exit

In early February 2026, we determined that the MAPD product does not align with our strategic shift to focus exclusively on dual eligible members in Medicare and we intend to exit this product for 2027. Our MAPD contracts represented approximately 117,000 members and approximately $1,566 million, or 25% of Medicare segment premium revenue in 2025. As we noted above, we expect enrollment to decrease in 2026, to 80,000 members, and we expect 2026 premium revenue to be approximately $1 billion.

MARKETPLACE

Overview

The ACA authorized the creation of Marketplace insurance exchanges, allowing individuals and small groups to purchase federally subsidized health insurance beginning January 1, 2014. Marketplace plans must be Affordable Care Act (“ACA”)-compliant, meeting standards established by the federal government, including a requirement to cover certain essential health benefits. Certain beneficiaries qualify for premium tax credits (“PTC”) based on annual household income. Certain enhanced PTCs were enacted as part of the American Rescue Plan Act of 2021 and extended through 2025 as part of the Inflation Reduction Act of 2022. Plans are categorized by metal tiers (Platinum, Gold, Silver, or Bronze), which determine how beneficiaries and the plan share cost (e.g., premiums, out-of-pocket costs, and deductibles). We offer Marketplace plans in many of the states where we offer Medicaid health plans. Our plans allow our Medicaid members to stay with their providers as they transition between Medicaid and the Marketplace. Additionally, our plans remove financial barriers to quality care and seek to minimize members' out-of-pocket expenses. In 2026, we are participating in the Marketplace in all our markets except Arizona, Iowa, Massachusetts, Michigan, Nebraska, New York, and Wisconsin.

We expect our Marketplace enrollment to decrease to a total of approximately 220,000 members by the end of the year. This would represent an estimated Marketplace premium revenue decrease of approximately 50% in 2026, in an effort towards restoring our target margins.

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Contracts

Our Marketplace products are certified by CMS for markets that are offered on the Federally Facilitated Marketplace (“FFM”) and by the state regulatory authority for markets that operate a State Based Marketplace (“SBM”). Following certification, we enter into contracts with CMS for FFMs and the state regulatory authority for SBMs. These contracts have a one-year term ending on December 31, and new contracts are entered into each year following product certification.

Basis for Premium Rates

For Marketplace, we develop each state’s premium rates during the spring of each year for policies effective in the following calendar year. Premium rates are based on our estimates of utilization of services and unit costs, anticipated member risk acuity and related federal risk adjustment transfer amounts, and non-benefit expenses such as administrative costs, taxes, and fees. The premium rates are filed for approval with the various state and federal authorities in accordance with the rules and regulations applicable to the ACA individual market, including, but not limited to, minimum loss ratio thresholds and adjustments for permissible rate variations by age, geographic area, and variations in plan design.

Member Enrollment and Marketing

Our Marketplace members enroll in our plans with the assistance of insurance agents as well as directly through exchanges.

While our Marketplace sales activities are regulated by CMS (such as eligibility determinations), our marketing activities are regulated by the individual states in which we operate. Some states require us to obtain prior approval of our marketing materials, others simply require us to provide them with copies of our marketing materials, and some states do not request our marketing materials. We are able to freely contact our members and provide them with marketing materials as long as those materials are fair and do not discriminate.

Our Marketplace sales and marketing strategy is to provide high quality, affordable, compliant and consumer-centric Marketplace products through a variety of distribution channels. Our Marketplace products are displayed on the FFM and the SBM exchanges in the states in which we participate in the Marketplace. We also contract with independent, licensed insurance agents to market our Marketplace products. The activities of our independently licensed insurance agents are also regulated by both CMS and the departments of insurance in the states in which we participate. Our sales cycle typically peaks during the annual Open Enrollment Period (“OEP”) as defined and regulated by CMS and the applicable FFM and SBM.

TRENDS AND UNCERTAINTIES

LEGISLATIVE DEVELOPMENTS

One Big Beautiful Bill Act (“OBBBA”)

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 be in the range of 15% to 20% by 2029 on 1.2 million members in our Medicaid Expansion population, and any acuity shifts should be modest 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 15 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 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.

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The OBBBA also contains tax law changes affecting businesses, including modification of certain Tax Cuts & Jobs Act provisions. The new tax law did not have a material impact on our financial statements.

Marketplace Program Integrity and Affordability Rule

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 OEP 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. HHS expects the regulation to reduce Marketplace enrollment in 2026 predominantly in states that did not expand Medicaid. Its long-term impacts are uncertain as many of the provisions sunset at the end of 2026, some do not apply to state-based Marketplaces, and some are not in effect currently due to on-going litigation.

Consolidated Appropriations Act

The Consolidated Appropriations Act of 2023 ended federal medical assistance percentage increases that were in effect during the COVID-19 Public Health Emergency ("PHE"), which were tied to continuous coverage requirements for Medicaid enrollees during the PHE, and enabled states to restart Medicaid eligibility renewals and terminations for ineligible individuals. As a result, states resumed Medicaid redeterminations in April 2023 for the first time since the PHE began. Under the redeterminations, many beneficiaries are no longer eligible for Medicaid. As a result, some of the beneficiaries determined to be ineligible for Medicaid sought alternate coverage in the individual marketplace.

Affordable Care Act (“ACA”)

The ACA and amendments to the law mandated broad changes to the U.S. healthcare system that impacted our business. The ACA imposed, among other things, certain assessments on health insurers, created federally-facilitated and state-based Marketplace insurance exchanges, allowing individuals and small groups to purchase federally subsidized health insurance, implemented minimum medical loss ratios (“MLRs”) for Medicare and health insurance exchange plans, and allows states to adopt minimum MLR requirements that may be more stringent than those established by the ACA. In 2021, in response to the COVID-19 pandemic, the federal government temporarily expanded eligibility for ACA subsidies to higher income people who did not otherwise qualify and enhanced ACA subsidies for lower-income people who already qualified in 2021 and 2022, among other actions. The Inflation Reduction Act of 2022 extended the enhanced ACA subsidies for individuals enrolled in ACA-qualified health plans through December 31, 2025. Our business could be impacted by additional, future changes to the ACA, as discussed below.

POLITICAL AND RELATED TRENDS

Due to states’ budget challenges and political agendas at both the state and federal levels, there have been, and will continue to be proposals to challenge and/or make changes to the ACA and the government-sponsored healthcare programs in which we participate. Some of these could involve significantly reduced federal or state spending on the Medicaid and Medicare programs and constitute a fundamental change to the state and federal role in healthcare. Such proposals have, among other things, included the following potential changes and reforms:

•Changes in the entitlement nature of Medicaid (and perhaps Medicare) by capping future increases in federal health spending for these programs, reducing the FMAP, paid to states by the federal government, and shifting more of the risk for health costs to states and consumers;

•Changing Medicaid to a state block grant program, including potentially capping spending on a per-enrollee basis;

•Requiring Medicaid beneficiaries to work;

•Limiting the amount of lifetime benefits for Medicaid beneficiaries;

•Raising Medicare eligibility to age 67;

•Full repeal of the ACA;

•Providing for insurance plans that offer fewer and less extensive health insurance benefits than currently required by the ACA, including broader use of catastrophic coverage plans, or short-term health insurance;

•Expanding and encouraging the use of private health savings accounts;

•Establishing and funding high risk pools or reinsurance programs for individuals with chronic or high-cost conditions; and

•Allowing insurers to sell insurance across state lines.

The passage of any of these changes or other reforms, if enacted, could have a material adverse effect on our business, financial condition, cash flow, or results of operations.

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OPERATIONS

QUALITY

Our long-term success depends, to a significant degree, on the quality of the services we provide. We are focused on providing our members effective and appropriate access to care at the right time and in the right setting, including preventive health and wellness and care management. We are also committed to providing our government customers, members and providers reliable service and a seamless experience. We demonstrate our commitment by achieving and maintaining accreditation for certain of our Medicaid and Marketplace health plans and/or departments from the National Committee for Quality Assurance (“NCQA”), and maintaining competitive Medicare Star Ratings.

As of December 31, 2025, 18 of our Medicaid health plans and 14 Marketplace health plans were accredited by the NCQA, under their stringent standards for quality improvement, population health management, credentialing, utilization management, network management, access to care and member experience. Additionally, 18 Medicaid and 13 Marketplace plans have earned NCQA’s Health Equity Accreditation, which is awarded to organizations that lead the market in providing culturally and linguistically sensitive services and work to reduce disparities in health care. Additionally, eight health plans earned NCQA’s Long Term Services and Supports Distinction. We believe that these objective measures of quality are important to state Medicaid agencies, as a growing number of states link reimbursement and patient assignment to quality scores.

In October 2023, CMS published its updated Medicare 2024 Star Ratings based on plan year 2022 data. For the 2024 Star Ratings, three of our plans had a decrease of 0.5 Stars, one of our plans had a decrease of 1 Star, four plans maintained their ratings, and one plan had an increase of 0.5 Stars. The decreases to the 2024 Star Ratings impacted the 2025 bonus year payments.

In October 2024, CMS published its updated Medicare 2025 Star Ratings based on plan year 2023 data. For the 2025 Star Ratings, six plans maintained their ratings, two plans had an increase of 0.5 Stars, and one plan had an increase of 1 Star, and three of our plans had a decrease of 0.5 Stars. The 2025 Star Rating included an additional plan reaching 3.5 Stars, strengthening our 2026 rebates.

In October 2025, CMS published its updated Medicare 2026 Star Ratings based on plan year 2024 data. For the 2026 Star Ratings, six plans maintained their ratings, three plans had an increase of 0.5 Stars, and one plan had an increase of 1 Star, and two of our plans had a decrease of 0.5 Stars. The 2025 Star Rating included two additional plans reaching 3.5 Stars, strengthening our 2027 rebates and one plan reaching 4.5 Stars, strengthening our 2027 Quality Bonus Payments.

Approximately 50% of our 2026 Medicare premium revenue is not impacted by Star Ratings. We are actively working on improvement plans and remain committed to invest in these programs to improve our quality Star scores with a focus on member experience and access measures.

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For the states where our health plans are accredited by the NCQA and/or have Medicare Star Ratings, the table below presents such health plans’ NCQA status, as well as their current scores as part of the Medicare Star Ratings, which measures the quality of Medicare plans across the country using a 5-star rating system.

PROVIDERS

We arrange access to healthcare services for our members through contracts with a vast network of providers, including independent physicians and physician groups, specialists, hospitals and other facilities, ancillary providers, and pharmacies.

The quality, depth and scope of our provider network are essential if we are to ensure quality, cost-effective care for our members. In partnering with quality, cost-effective providers, we utilize clinical and financial information derived by our medical informatics function, as well as the experience we have gained in serving members, to gain insight into the needs of both our members and our providers. We strive to ensure that our providers have the appropriate expertise and cultural and linguistic experience.

Physicians, Physician Groups and Specialists

We contract with both primary care physicians and specialists, many of whom are organized into medical groups or independent practice associations. Primary care physicians provide office-based primary care services, and they serve as the focal point for health care services in many of our HMO networks, by directing or approving hospitalization and referrals to specialists and other providers. They also facilitate care management programs related to complex chronic conditions. Primary care physicians may be paid under capitation or fee-for-service contracts and may receive additional compensation by providing certain preventive care services. Under capitation payment arrangements, healthcare providers receive fixed, pre-arranged monthly payments per enrolled member, whereas under fee-for-service payment arrangements, healthcare providers are paid a fee for each particular service rendered. Our specialists care for patients for a specific episode or condition, usually upon referral from a

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primary care physician, and are usually compensated on a fee-for-service basis. When we contract with groups of physicians on a capitated basis, we monitor their solvency since we remain financially responsible for health care services to our members in the event providers fail to provide such services. Certain provider arrangements include bonuses based on performance against quality and other measures, shared savings and shared risk value-based relationships for a defined set of membership.

Hospitals

We generally contract with hospitals that have significant experience dealing with the medical needs of the Medicaid population. We reimburse hospitals under a variety of payment methods, including fee-for-service, per diems, diagnostic-related groups, capitation, and case rates.

Ancillary Providers

Our ancillary agreements provide coverage of medically-necessary care, including laboratory services, home health, mental health, physical, speech and occupational therapy, durable medical equipment, radiology, ambulance and transportation services, and are reimbursed on a capitation and fee-for-service basis.

Pharmacy

We outsource pharmacy benefit management services, including benefits design consultation, drug formulary management, claims processing, pharmacy network contracting, rebate processing and mail and specialty pharmacy fulfillment services, via our long-standing pharmacy benefit management (“PBM”) agreement with CVS Caremark (“Caremark”).

MEDICAL MANAGEMENT

Our mission is to improve the health outcomes and lives of our members by delivering high-quality healthcare. We believe our singular focus on government-sponsored healthcare enables us to identify and implement efficiencies that distinguish us as the low-cost, high-quality health plan of choice. We emphasize primary care physicians as the central point of delivery for routine and preventive care, coordination of referrals to specialists, and appropriate assessment of the need for hospital care. This model has proved to be an effective method of coordinating medical care for our members.

Utilization Management

Our goal is to optimize access to low-cost, high-quality care. This is achieved by sound clinical policy based on current evidence-based practices. Additionally, we continuously monitor utilization patterns and strive to identify new opportunities to improve quality of care and reduce costs. Our utilization management process serves as a bridge to identify at-risk members for referral into internally developed case management programs such as “Transitions of Care,” which facilitates post-discharge safety and appropriate outcomes.

Population Management

We believe high-quality, affordable care is achieved through a variety of programs tailored to our members’ emerging needs. Individuals are identified for interventions, and programs are customized, based on predictive analytics and our member assessment process. These tools ensure that the appropriate level of services and support are provided to address physical health, behavioral health, and social determinants of health. This comprehensive and customized approach is designed to help members achieve their goals and improve their overall quality of life.

Pharmacy Management

Our pharmacy programs are designed to make us a trusted partner in improving member health and healthcare affordability. We strategically partner with physicians and other healthcare providers who treat our members. This collaboration results in drug formularies and clinical initiatives that promote improved patient care. We employ full-time pharmacists and pharmacy technicians who work closely with providers to educate them about our formulary products, clinical programs, and the importance of cost-effective care.

Medical Cost Management

We use various strategies to mitigate the negative effects of healthcare cost inflation. Specifically, our health plans use coordination of care programs for our members, product and benefit designs, hospital inpatient management systems, sophisticated analytics, and care management programs related to complex chronic conditions, prenatal and premature infant care and certain other conditions. Our health plans emphasize preventive healthcare and appropriate use of specialty and hospital services with their contracted independent providers. There can be no assurance, however, that our strategies to mitigate medical care cost inflation will be successful. Competitive

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pressures, new healthcare and pharmaceutical product introductions, demands from healthcare providers and customers, applicable regulations, or other factors may affect our ability to control medical care costs.

INFORMATION TECHNOLOGY

Our business is dependent on effective and secure information systems, cloud providers and AI capabilities that assist our personnel in processing provider claims, monitoring utilization and other cost factors, supporting our medical management techniques, providing data to our regulators, and implementing our data security measures. Our members and providers depend upon our information systems for enrollment, premium processing, primary care and specialist roster access, membership verifications, claims status, provider payments, and other information.

We continue to invest in advanced technologies, including AI, to enhance operational efficiency, improve member experience, and support clinical functions. These technologies are increasingly integrated into our information systems and digital platforms to automate administrative processes, streamline claims adjudication, and personalize member engagement. Our use of AI is governed by internal oversight mechanisms designed to ensure we have clear insight into AI usage throughout our business and to ensure responsible and ethical deployment. We are committed to maintaining data integrity, implementing robust governance frameworks, and complying with applicable laws and regulations related to AI usage.

In 2019, we entered into an agreement with a third party that manages certain of our information technology services including, among other things, our infrastructure operations, end-user services, data centers, public cloud and application management. In 2022, we extended our agreement for an additional seven years. As a result of the agreement, we were able to reduce our administrative expenses, while improving the reliability of our information technology functions, and maintain targeted levels of service and operating performance. A portion of these services are provided on our premises, while other portions of the services are performed at the vendor’s facilities. This arrangement subjects us to risk of adverse effects if the third party fails to perform adequately, which we have addressed by implementing appropriate controls and oversight.

Our information systems require an ongoing commitment of significant resources to maintain, protect, and enhance existing systems and develop new systems to keep pace with continuing changes in information processing technology, evolving systems and regulatory standards, changing customer preferences, acquisitions and increased security risks.

CENTRALIZED SERVICES

We provide certain centralized medical and administrative services to our subsidiaries pursuant to administrative services agreements that include, but are not limited to, information technology, product development and administration, underwriting, claims processing, customer service, certain care management services, human resources, marketing, purchasing, risk management, actuarial, finance, accounting, compliance, legal and public relations.

COMPETITIVE CONDITIONS AND ENVIRONMENT

Our industry is highly competitive on a national, regional, and local level, and we compete against other health plans/managed care organizations (“MCOs”) for contracts, members, provider networks, agents, and brokers. The market and businesses in which we operate are impacted by changes in regulation and programs, technology and innovation, business consolidations, and new strategic alliances and competitors.

In Medicaid, we compete for state government contracts with national, regional, and local organizations, including multi-product MCOs and Medicaid-focused MCOs, which may operate in one or multiple states. We also may compete with primary care providers or entities formed by strategic alliances that contract with states to provide services to Medicaid beneficiaries. State agencies award Medicaid contracts based on health plans’ provider network, quality of service, care management capabilities, member satisfaction, reputation, financial resources, and other factors. Incumbency status may not necessarily guarantee our ability to retain contracts when they are up for rebidding. As discussed earlier, most states allow eligible Medicaid beneficiaries to select Medicaid plans, and they choose based on a specific provider being contracted with the health plan, accessibility of services, the quality of care and services, and reputation or name recognition of the health plan. There is increasing competition driven by renewed interest from large national health plans. Our primary competitors in the Medicaid managed care industry include Centene Corporation, CVS Health Corporation, Elevance Health, Inc., UnitedHealth Group Inc., and large not-for-profit healthcare organizations.

In Medicare and Marketplace, we compete for members annually, based on price, benefits design, network and access to care, quality ratings, reputation, brand name, and marketing. Our pricing and bid strategy are based on

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consideration of projected underlying medical trends, changes in government programs, and membership growth opportunities. The Medicare market is highly competitive across the country, with large competitors, such as CVS Health Corporation, Humana, Inc., and UnitedHealth Group Inc. The vast majority of Marketplace membership is comprised of low-income members who receive government subsidies, which is served by a limited number of health plans. Our primary competitor for low-income Marketplace membership is Centene Corporation.

We compete for agents and brokers to recommend and distribute our Medicare and Marketplace products, including securing new business and maintaining existing members. The key factors that agents and brokers consider in determining whether to market products include reputation, quality ratings, prior relationships, and commission structure.

Our provider networks are a key asset that provide us with a competitive unit cost position and quality service levels, which allows us to deliver the right health care, at the right time, in the right setting. We believe factors that providers consider in deciding whether to contract with health plans include potential member volume, reimbursement rates, timeliness and accuracy of claim payments, and administrative service capabilities.

REGULATION

Our health plans are highly regulated by both state and federal government agencies. Regulation of managed care products and healthcare services varies from jurisdiction to jurisdiction, and changes in applicable laws and rules occur frequently. Regulatory agencies generally have discretion to issue regulations and interpret and enforce laws and rules. Compliance with such laws and rules may lead to additional costs related to the implementation of additional systems, procedures and programs that we have not yet identified. Such agencies have become increasingly active in recent years in their review and scrutiny of health insurers and managed care organizations, including those operating in the Medicaid and Medicare programs.

HIPAA AND THE HITECH ACT

In 1996, Congress enacted the Health Insurance Portability and Accountability Act, as amended by the Health Information Technology for Economic and Clinical Health Act of 2009 (“HITECH”) and regulations implemented thereunder (collectively, “HIPAA”). All health plans are subject to HIPAA, including ours. HIPAA generally requires health plans to:

•Establish the capability to receive and transmit electronically certain administrative healthcare transactions, such as claims payments, in a standardized format;

•Afford privacy to patient health information; and

•Protect the privacy of patient health information through physical and electronic security measures.

HITECH expanded requirements on uses and disclosures of health information; included requirements for HIPAA business associate agreements; extended parts of HIPAA privacy and security provisions to business associates; added data breach notification requirements for covered entities and business associates and reporting requirements to the U.S. Department of Health and Human Services (“HHS”) and, in some cases, to the media; strengthened enforcement; and imposed higher financial penalties for HIPAA violations. In the conduct of our business, depending on the circumstances, we may act as either a covered entity and/or a business associate. HIPAA privacy regulations do not preempt more stringent state privacy laws and regulations that may apply to us.

We have implemented HIPAA compliance and security programs designed to comply with HIPAA privacy and security regulations, and monitor our compliance with applicable state and federal privacy and security laws and regulations.

Healthcare reform created additional tools for fraud prevention, including increased oversight of providers and suppliers participating or enrolling in Medicaid, CHIP, and Medicare. Those enhancements included mandatory licensure for all providers, and site visits, fingerprinting, and criminal background checks for higher risk providers.

FRAUD AND ABUSE LAWS AND THE FALSE CLAIMS ACT

Because we receive payments from federal and state governmental agencies, we are subject to various laws commonly referred to as “fraud and abuse” laws, including federal and state anti-kickback statutes, prohibited referrals, and the federal False Claims Act, which permit agencies and enforcement authorities to institute a suit against us for purported violations and, in some cases, to seek treble damages, criminal and civil fines, penalties, and assessments. Violations of these laws can also result in exclusion, debarment, temporary or permanent suspension from participation in government healthcare programs, or the institution of corporate integrity agreements. Liability under such federal and state statutes and regulations may arise if we know, or it is determined

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that we should have known, that information we provide to form the basis for a claim for government payment is false or fraudulent, and some courts have permitted False Claims Act suits to proceed if the claimant was out of compliance with program requirements.

Fraud, waste and abuse prohibitions encompass a wide range of operating activities, including kickbacks or other inducements for referral of members or for the coverage of products (such as prescription drugs) by a plan, billing for unnecessary medical services by a provider, up-coding, payments made to excluded providers, improper marketing, and the violation of patient privacy rights. Companies involved in public health care programs such as Medicaid and Medicare are required to maintain compliance programs to detect and deter fraud, waste, and abuse, and are often the subject of fraud, waste and abuse investigations and audits. The regulations and contractual requirements applicable to participants in these public-sector programs are complex and subject to change.

The federal government has taken the position that claims presented in violation of the federal anti-kickback statute may be considered a violation of the federal False Claims Act. In addition, under the federal civil monetary penalty statute, the HHS Office of Inspector General has the authority to impose civil penalties against any person who, among other things, knowingly presents, or causes to be presented, certain false or otherwise improper claims. Qui tam actions under federal and state law are brought by a private individual, known as a relator, on behalf of the government. A relator who brings a successful qui tam lawsuit can receive 15 to 30 percent of the damages the government recovers from the defendants, which damages are trebled under the False Claims Act. Because of these financial inducements offered to plaintiffs, qui tam actions have increased significantly in recent years, causing greater numbers of healthcare companies to incur the costs of having to defend against false claims actions, including the costs associated with responding to exploratory Civil Investigative Demands brought by the government, many of which are spurious and without merit. In addition, false claims actions could result in fines or debarment from the Medicaid, Medicare, or other state or federal healthcare programs.

LICENSING AND SOLVENCY

Our health plans are generally licensed by the insurance departments in the states in which they operate, except for our California health plans, which are licensed by the California Department of Managed Health Care, and one of our New York health plans, which is licensed as a prepaid health services plan by the New York State Department of Health.

Our health plans are subject to stringent requirements to maintain a minimum amount of statutory capital determined by statute or regulation, and restrictions that limit their ability to pay dividends to us. For further information, refer to the Notes to Consolidated Financial Statements, Note 15, “Commitments and Contingencies—Regulatory Capital Requirements and Dividend Restrictions.”

HUMAN CAPITAL

As of December 31, 2025, we had approximately 19,000 employees. We believe that our workforce reflects the membership and customers we serve.

We continue to focus on providing opportunities for our employees that are intellectually stimulating and emotionally fulfilling, and programs and benefits that are financially rewarding. We are also focused on attracting and retaining top talent in a competitive market.

We continue to introduce improvements focused on employee development, leader effectiveness, hiring strategies, and human capital policies and practices. We believe these improvements help us to achieve our goal to become a destination employer in the government-sponsored healthcare industry.

Annually, we invite all employees to participate in our voluntary engagement survey. The purpose of our survey is to obtain honest, comprehensive feedback on what is going well, and which strategic, operational or cultural concerns are top of mind for our employees. Our results demonstrate continued high levels of engagement that exceed industry benchmarks.

Succession planning and managing our talent pipelines continue to be key to our human capital strategy. We regularly monitor high performer retention and development. Our performance management practices and pay and recognition programs are aligned with meeting and exceeding our corporate objectives. The board of directors has purview to our employee engagement survey results, key executive performance, and succession planning.

We offer formal leadership development programs including new leader orientation, executive onboarding, front-line leadership essentials, and experienced leader development. We have targeted development plans for critical roles with an emphasis on leadership and business acumen.

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We invest in our workforce through market competitive total rewards including pay, benefits and time-off. Our pay and recognition programs are designed to engage, motivate and reward top performers and attract new talent. To foster ownership and align the interests of employees with shareholders, we offer an Employee Stock Purchase Plan and grant equity-based compensation under our long-term incentive plan to eligible employees.

We also offer a comprehensive suite of benefits to all eligible employees, including, among others:

•Comprehensive health insurance coverage for employees working 30 hours or more per week;

•401(k) employer matching contributions of up to 100% on the first 4% contributed by the employee;

•Personal time off that provides employees with paid time away from work, combining vacation and sick leave;

•Paid parental leave to support bonding time for new parents;

•Volunteer time off that provides employees with paid time away from work to build strong community partnerships and connect with the people we serve;

•Employee wellness programs that provide tools and incentives to live a healthy life focusing on physical, emotional, financial, and work well-being;

•Supplemental life insurance and disability plans to provide financial security for our employees and their families;

•Employee discount and other programs, including tuition reimbursement; and

•Employee assistance program benefits that provide up to six confidential counseling sessions per rolling 12-month period and includes assistance with physical, emotional, and financial related matters.

AVAILABLE INFORMATION

Our principal executive offices are located at 200 Oceangate, Suite 100, Long Beach, California 90802, and our telephone number is (562) 435-3666.

You can access our website at www.molinahealthcare.com to learn more about our Company. From that site, you can download and print copies of our Annual Reports on Form 10-K, Quarterly Reports on Form 10-Q, and Current Reports on Form 8-K, along with amendments to those reports. You can also download our Corporate Governance Guidelines, board of directors’ committee charters, and Code of Business Conduct and Ethics. We make periodic reports and amendments available, free of charge, as soon as reasonably practicable after we file or furnish these reports to the U.S. Securities and Exchange Commission (“SEC”). Additionally, the SEC maintains their website, http://www.sec.gov, that contains reports, proxy and information statements, and other information regarding issuers that file electronically with the SEC. We will also provide a copy of any of our corporate governance policies published on our website free of charge, upon request. To request a copy of any of these documents, please submit your request to: Molina Healthcare, Inc., 200 Oceangate, Suite 100, Long Beach, California 90802, Attn: Investor Relations. Information on or linked to our website (including the charters, reports, policies and documents noted above) is neither part of nor incorporated by reference into this Form 10-K or any other SEC filings.

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